This Agreement is made between:
– Andrew Henry Interiors Limited, incorporated and registered in England with company number 06146094, whose registered VAT number is 906226344 and registered office is at 8 Blue Barn Business Park, Old Ipswich Road Ardleigh, Colchester, Essex, CO7 7FX, trading as Thread and Dandy (“we”, “us”, “our”);
– The Customer (“you”, “your”).
Thread and Dandy sells bespoke home furnishings (“Goods”) and provides interior design and installation services (“Services”)(“Products”). The Customer wishes to engage Thread and Dandy for the provision of its Products and Thread and Dandy is willing to provide its Products to the Customer in accordance with the terms and conditions of this Agreement.
BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS
SCHEDULE 1 is attached to this Agreement.
1.1. The following definitions and rules of interpretation apply in this Agreement:
1.1.1 “Business Day” means 07:00am to 16:00pm, Monday to Friday (excluding public holidays in England).
1.1.2 “Customer’s Equipment” means any equipment, systems, or facilities provided by the Customer and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.
1.1.3 “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
1.1.4 “In-put Material” means all Documents, information, and materials provided by the Customer, relating to the Services.
1.1.5 “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.
1.1.6 “Schedule 1” means the schedule attached to this Agreement.
1.1.7 “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
1.1.8 References to “our website” are to www.threadanddandy.co.uk.
1.1.9 References to clauses are to the clauses of this Agreement.
1.1.10 Clauses and paragraph headings shall not affect the interpretation of this Agreement.
1.1.11 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
1.1.12 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.1.13 Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.
1.1.14 A reference to “writing” or “written” includes e-mail.
1.1.15 A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.1.16 A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
1.1.17 A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
1.1.18 A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company, even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.
1.1.19 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.
1.1.20 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. HOW TO CONTACT US
2.1. You can contact us by writing to us at email@example.com, or to Unit 4 Queens Drive, Kings Norton Business Centre, Birmingham, B30 3HH.
2.2. If we must contact you, we will do so by the telephone number, email address, or postal address you provided to us when placing your order.
2.3. If you are contacting us about an order you have placed with us, please have your order number at hand as we use this to locate the details of your order.
3. YOUR ORDER WITH US AND OUR CONTRACT WITH YOU
3.1. We will send you an email to confirm our acceptance of the order you have placed for our Products, at which point, this contract will come into existence between you and us.
3.2. If we are unable to accept your order, we will inform you of this and will not charge you for the Product. Reasons for this may be because:
3.2.1 The Product is out of stock.
3.2.2 Of unexpected limits on our resources which we could not reasonably plan for.
3.2.3 A credit reference we have obtained for you does not meet our minimum requirements.
3.2.4 We have identified an error in the price or description of the Product.
3.2.5 We are unable to meet a delivery deadline you have specified.
3.3 If your order is accepted, we will assign an order number to your order and will notify you of this in our order confirmation email.
4. OUR PRODUCTS
4.1 The images of the Products on our website are for illustrative purposes only and it is possible that your delivered Product may vary slightly from those images.
4.2 Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Products.
4.3 We have made every effort to be as accurate as possible, although some our Products are handmade and therefore all sizes, weights, capacities, dimensions, and measurements may vary.
4.4 If we are making the Product to measurements you have provided us, you are responsible for ensuring that the measurements you provide are correct. You can find information and tips on how to measure on our website or by contacting us at firstname.lastname@example.org.
4.5 Please note: The packaging of the Product may vary from that shown in images on our website.
5. THREAD AND DANDY’S RESPONSIBILITIES
5.1. Thread and Dandy shall:
5.1.1. Use reasonable endeavors to perform the Services and deliver any Deliverables to the Customer in accordance with Schedule 1 and shall allocate sufficient resources (including all equipment, tools, or other items required) to the Services to enable it to comply with this obligation.
5.1.2. Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.
5.1.3. Ensure Thread and Dandy’s Team use reasonable skill and care in the performance of the Services.
5.1.4. Comply with all applicable laws and regulations relating to the provision of the Services; and provided that Thread and Dandy shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement.
5.1.5. Use reasonable endeavors to meet any deadlines as to performance dates as specified in Schedule 1.
5.1.6. Co-operate with the Customer in all matters relating to the Services.
5.1.7. Take Reasonable care of any of the Customer’s Equipment and In-Put Material in Thread and Dandy’s possession and make them available for collection by the Customer on reasonable notice and request. Thread and Dandy may dispose of the Customer’s Equipment or In-Put Material if the Customer fails to collect them within a reasonable period after termination of this Agreement.
5.1.8. Observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to Thread and Dandy, provided that Thread and Dandy shall not be liable under this Agreement if, as a result of such observation, Thread and Dandy are in breach of any of their obligations under this Agreement.
6. CUSTOMER’S OBLIGATIONS
6.1. The Customer Shall:
6.1.1. Co-operate with Thread and Dandy in all matters relating to the Services and appoint as it thinks fit a Customer’s manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services.
6.1.2. Provide such information as Thread and Dandy may reasonably request, and the Customer considers reasonably necessary in order to carry out the Services in a timely manner and to ensure that it is accurate in all material respects.
6.1.3. Provide Thread and Dandy’s Team with access to the Customer’s premises, office accommodation, data, and other facilities as reasonably required by Thread and Dandy’s Team to supply the Services.
6.1.4. Pay all invoices submitted by Thread and Dandy in accordance with clause 22.
6.1.5. If Thread and Dandy’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, Thread and Dandy shall:
6.1.6. Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
6.1.7. Be entitled to payment of the charges despite any such prevention or delay.
6.1.8. Be entitled to recover any additional costs, charges, or losses that Thread and Dandy sustains or incurs that arise directly or indirectly from such prevention or delay.
7. YOUR RIGHTS TO MAKE CHANGES
7.1. If you wish to make changes to your order, whether this before dispatch or in the case of ongoing contracts, after the Agreement has begun in respect of the Products yet to be delivered, please contact us and we will let you know if the change is possible.
7.2. If it is possible, we will let you know about any changes to the total cost of the Product, the timing of supply, or anything else which would be necessary as a result of your requested change. We will always ask you to confirm whether you wish to go ahead with the change.
7.3. If we cannot make the change, or the consequences of making the change are unacceptable to you, you may want to end this Agreement (see Clause 17).
8. OUR RIGHTS TO MAKE CHANGES
8.1. We may make changes to the Product or to these terms, but if we do, we will notify you. In this instance, you may contact us to end this Agreement before the changes take effect and receive a refund for any Products paid for but not received.
8.2. We may change a Product:
8.2.1. To reflect changes in relevant laws and regulatory requirements.
8.2.2. To implement minor technical adjustments and improvements. For example, to address a security threat. We will contact you if the changes will affect your use of the Product.
9. QUALITY OF SERVICES
9.1. Thread and Dandy warrants to the Customer that:
9.1.1. Thread and Dandy will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.
9.1.2. The Services will materially conform with all descriptions provided to the Customer by Thread and Dandy found in Schedule 1.
9.1.3. The Services will be provided in accordance with all applicable legislation from time to time in force, and Thread and Dandy will inform the Customer as soon as it becomes aware of any changes in that legislation.
9.1.4. The Customer’s rights under this Agreement are in addition to the statutory terms implied in favour of the Customer by the Supply of Goods and Services Act 1982 and any other statute.
9.2. The provision of this clause shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by Thread and Dandy.
10. PROVIDING THE PRODUCTS
10.1. During the order process we will let you know when we will provide the Products to you:
10.1.1. If the Products you are purchasing are Goods, we will provide an estimated delivery date of 4-6 weeks. Once we have reviewed your order we will email you with an estimated delivery date. We will contact you again to confirm the delivery date (“Delivery Deadline”).
10.1.2. If we are providing one-off Services, we will begin Services on the date agreed with you during the order process.
10.2. If you do not allow us access to your property to perform the Services as arranged and you do not have a good reason for this (at our absolute discretion), we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property, we may end the Agreement and Clause 20 will apply.
10.3. We may need certain information from you so that we can supply the Products to you. For example, measurements and fabric choice. We will contact you to for such information. If you do not provide this information within a reasonable time of our request, or if you give us incomplete or incorrect information, we may either end the Agreement (and Clause 20 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late, or not supplying any part of them, if this is caused by you not giving us the information we need within a reasonable time of our request.
10.4. We are not responsible for delays outside our control. If these delays occur, we will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. Provided we do this, we are not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the Agreement and receive a refund for any Products you have paid for but not received.
11. DELIVERY AND COLLECTION
11.1. You own the Goods once we have received payment in full, however, Goods will only be your responsibility from the time:
11.1.1. We deliver the Goods to the address you gave us; or
11.2. The delivery cost of the Goods you purchase will be as displayed to you on our website.
11.3. If no one is available at your address to take the delivery and the Goods cannot be posted through your letterbox, we will leave you a note informing you of how to re-arrange delivery or to collect the Goods from a delivery depot.
11.4. If after a failed delivery you do not re-arrange delivery or collect from a delivery depot, we will contact you for further instructions and may charge you storage fees and any further delivery costs.
11.5. If, despite our reasonable efforts, we are unable to contact you and are unable to re-arrange delivery or collection from a delivery depot, we may end the Agreement and Clause 20 will apply.
11.6. If we miss the Delivery Deadline for any Goods, then you may treat the Agreement as at an end straight away if any of the following apply:
11.6.1. We have refused to deliver the Goods.
11.6.2. Delivery within the Delivery Deadline was essential (considering all the relevant circumstances at the time the Agreement was entered into).
11.6.3. You told us before we accepted your order that delivery within the Delivery Deadline was essential.
11.7. If you do not wish to treat the Agreement as at an end, or do not have the right to do so, we will agree a new deadline for delivery and you can treat the Agreement as at an end if we do not meet this.
11.8. If you wish to treat the Agreement as at an end, you can cancel your order for any of the Goods or reject Goods that have been delivered. You may reject or cancel the order for some of those Goods (not all of them), unless splitting them up would significantly reduce their value.
12. WE MAY SUSPEND THE SUPPLY OF PRODUCTS
12.1. We may suspend the supply of a Product to:
12.1.1. Deal with technical problems or make minor technical changes.
12.1.2. Update the Product to reflect changes in relevant laws and regulatory requirements.
12.1.3. Make changes to the Product as requested by you or notified by us to you (see Clause 8).
12.2. We will contact you in advance to tell you we will be suspending supply of the Product unless the problem is urgent or an emergency.
12.3. If we have to suspend the Product for longer than 4 weeks in 8 week period, we will adjust the price so that you do not pay for Products while they are suspended.
12.4. You may contact us to end the Agreement for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 4 weeks and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Agreement.
12.5. If you do not pay us for the Products on the date you are required (see Clause 22) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. However, we will not suspend the supply of the Products where you dispute the unpaid invoice (see Clause 22).
12.6. As well as suspending the Products, we may also charge you interest on your overdue payments (see Clause 22).
13. YOUR RIGHTS TO END THE CONTRACT
13.1. Your rights when you end the Agreement will depend on what you have bought, whether there is anything wrong with it, how we are performing, and when you decide to end the Agreement:
13.1.1. If what you have bought is faulty or misdescribed, you may have a legal right to end the Agreement, to get the Product repaired or replaced, to get the Service re-performed, or to get some or all of your money back (see Clause 18).
13.1.2. If you are ending the Agreement for any of the following reasons, the Agreement will end immediately, and we will refund you for any Products which have not been provided:
13.1.3. We have told you about an upcoming change to the Product or to these terms which you do not agree to (see Clause 8).
13.1.4. We have told you about an error in the price or description of the Product you have ordered, and you do not wish to proceed.
13.1.5. There is a risk that supply of the Products may be significantly delayed because of events outside our control.
13.1.6. We have suspended the supply of the Products for technical reasons or we notify you of our plans to suspend them for technical reasons. In each case, for a period of more than 4 weeks.
13.1.7. You are exercising your legal right to end the Agreement because of something we have done wrong, including where we have missed the Delivery Deadline (see Clause 13).
13.1.8. If you have just changed your mind about the Product, you may be able to get a refund if you are within the cooling-off period but this may be subject to deductions and you must pay the costs of return of any Goods (see Clause 18).
13.1.9. In all other cases where we are not at fault and there is no right to change your mind, see Clause 18.
14. YOUR RIGHT TO CHANGE YOUR MIND
14.1. You have a legal right under the Consumer Contracts Regulations 2013 to change your mind about the Product within 14 days and receive a refund.
14.2. You do not have the right to change your mind in respect of:
14.2.1. Services, once these have been completed, even if the cancellation period is still running.
14.2.2. Services provided for bespoke or designed goods and services. By placing this order, you agree to explicitly waive any right you have to cancel.
14.2.3. Any Products which become mixed inseparably with other items after their delivery.
14.3. How much time you have to change your mind depends on what you have ordered and how it is delivered:
14.4. How much time you have to change your mind depends on what you have ordered and how it is delivered:
14.4.1. If you have bought Services, you have 14 days after the date we email you to confirm we accept your order. However, once we have completed the Services, you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
14.4.2. If you bought Goods, you have 14 days after the date you, or someone you nominate, receive the Goods, unless:
22.214.171.124. Your Goods are split into several deliveries over different days. In this case you have until 14 days after the date you, or someone you nominate, receive the last delivery to change your mind.
126.96.36.199. Your Goods are for regular delivery over a set period. In this case, you have until 14 days after the date you, or someone you nominate, receive the first delivery of the Goods.
14.5. Even if we are not at fault and you do not have a right to change your mind (see Clause 14), you can still end the Agreement before it is completed, but you may have to pay us compensation as set out in Clause 13. When the Agreement is considered complete:
14.5.1. A contract for Services is completed when we have finished providing the Services and you have paid for them.
14.6. A contract for Goods is completed when the order is paid for and delivered.
14.7. If you would like to end the Agreement before it is completed, where we are not at fault and you do not have a right to change your mind, you can contact us. We will confirm if we agree and let you know of any compensation you may owe. The following may apply at our absolute discretion:
14.8. We may end the Agreement immediately and refund any sums paid by you for Products not provided.
14.9. We may end the contract, but it will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for Products which will not be provided to you. For example, if on 4th February you tell us you want to end the contract, we will continue to supply the Product until 3rd March. We will only charge you for supplying the Product up to 3rd March and will refund any sums you have paid in advance for the supply of the Product after 3rd March.
14.10. We may deduct from the refund (or if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract, as compensation for the net costs we will incur as a result of your doing so.
15.1. If any Services are not supplied in accordance with Schedule 1 or Thread and Dandy fails to comply with any terms of this Agreement, the Customer shall be entitled (without prejudice to any other right or remedy) to require Thread and Dandy to carry out such additional work as is necessary to correct its failure.
16. FORCE MAJEURE
16.1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:
16.1.1. Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic.
16.1.2. War, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots).
16.1.3. Imposition of sanctions.
16.1.4. Nuclear, chemical, or biological contamination.
16.1.5. Sonic boom.
16.1.6. Fire, explosion, or accident (including collapse of building).
16.1.7. Interruption or failure of utility services.
16.2. Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.3. The corresponding obligations of the other party will be suspended and its time for performance of such obligations extended to the same extent as those of the affected party.
16.4. The affected party shall:
16.4.1. As soon as practicable after the start of the Force Majeure Event, but no later than 7 Business Days from its start, notify the other party in writing of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement.
16.4.2. Use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.
17. HOW TO END THE CONTRACT WITH US
17.1. To tell us you want to end the Agreement with us, please let us know by doing one of the following:
17.2. Email us at email@example.com. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number.
17.2.1. Write to us at Unit 4 Queens Drive, Kings Norton Business Centre, Birmingham, B30 3HH.
17.3. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number and/or email address.
18. RETURNING PRODUCTS AFTER TERMINATION OF CONTRACT
18.1. If you end the Agreement for any reason after Products have been dispatched to you or you have received them, you must return them to us by doing one of the following:
18.1.1. Post them back to us at Unit 4 Queens Drive, Kings Norton Business Centre, Birmingham, B30 3HH.
18.2. If you are exercising your right to change your mind, you must send off the Goods within 14 days of telling us you wish to end the Agreement.
18.3. We will pay the costs of return, if:
18.3.1. The Products are faulty or misdescribed.
18.3.2. You are ending the Agreement because we have told you of an upcoming change to the Product or to these terms.
18.3.3. You are ending the Agreement because we made an error in pricing or description.
18.3.4. There was a delay in delivery due to events outside our control.
18.3.5. You have a legal right to end the Agreement as a result of something we have done wrong.
18.4. If Clause 18 applies, please contact us for a returns label.
18.5. In all other circumstances (including where you are exercising your right to change your mind), you are responsible for the costs of the return
19.1. If a return or cancellation is accepted, we will refund you the price you paid for the Products by the method you used for payment and will make any refunds due to you as soon as possible.
19.2. If you are returning Goods, your refund will be made as soon as possible from the day on which we receive the Product back from you.
19.3. You must request a refund for the original delivery costs by emailing us at firstname.lastname@example.org. However, we do not provide a refund for delivery costs if you are returning some, but not all of the Goods from your order. If we accept your request to refund the original delivery costs, the maximum refund will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost, but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
19.4. We may make deductions from the refund due to you:
19.4.1. We may reduce your refund of the price to reflect any reduction in the value of the Goods if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
19.4.2. Where you have purchased Services and you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Agreement.
20. OUR RIGHTS TO END THE CONTRACT
20.1. We may write to you to let you know that we are going to stop providing the Product. We will use commercially reasonable endeavours to let you know within a reasonable timeframe in advance of us stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
20.2. We may end the Agreement for a Product at any time by writing to you, if:
20.2.1. You do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you that payment is due.
20.2.2. You do not, within a reasonable time of our request, provide us with information that is necessary for us to provide the Products.
20.2.3. You do not, within reasonable time, allow us to deliver the Products to you.
20.2.4. You do not, within a reasonable time, allow us access to your premises to supply the Services.
20.2.5. You commit a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, you fail to remedy that breach within 14 days of our written notice.
20.2.6. You repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement.
20.3. If we end the Agreement in the situations set out in Clause 20, we will refund any money you have paid in advance for the Products we have not provided, but we may deduct or charge you compensation for the net costs we will incur as a result of you breaking the Agreement.
21. IF THERE IS A PROBLEM WITH THE PRODUCT
21.1. If you have any questions or complaints about the Product, please contact us.
21.2. We are under a legal duty to supply Products that are in conformity with this Agreement. Nothing in these terms will affect your legal rights.
21.3. If you wish to exercise your legal rights to reject Products, you must return them (see Clause 18).
22. PRICE AND PAYMENT
22.1. The price of the Product (which includes VAT) is the price indicated on the order pages when you placed your order (“Stated Price”).
22.2. If the rate of VAT changes between your order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
22.3. Although we take care to ensure that the price of the Product advised to you is correct, it is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced.
22.4. We will normally check prices before accepting your order so that, where the Product’s correct price at your order date is less than our Stated Price at your order date, we will charge the lower amount. If the Product’s correct price at your order date is higher than the Stated Price advised to you, we will contact you for instructions before we accept your order.
22.5. If we accept and process your order where a pricing error is obvious and unmistakable and could have been recognised by you as a mispricing, we may end the Agreement, refund you any sums you have paid, and require the return of any Goods provided to you.
22.6. We accept payment with all debit/credit cards or via Worldpal, Paypal and Klarna.
22.7. When you must pay depends on what Product you are buying:
22.7.1. We will take payment from you at the time you place your order.
22.7.2. We will invoice you for the balance of the price of the Services when we have completed them. You must pay each invoice submitted to you by us within 7 calendar days after the date of the invoice.
22.8. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
22.9. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.
23. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
23.1. “Foreseeable” means it is obvious that it will happen, or if at the time the Agreement was made, both we and you knew it might happen. For example, if you discussed it with us during the sales process.
23.2. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a Foreseeable result of us breaking this Agreement, or our failing to use reasonable care and skill.
23.3. We are not responsible for any loss or damage that is not Foreseeable.
23.4. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, shall not constitute a waiver of that (or any other) right or remedy.
23.5. We do not exclude or limit in any way, our liability to you where it would be unlawful to do so. This includes liability for:
23.5.1. Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
23.5.2. Fraud or fraudulent misrepresentation.
23.5.3. A breach of your legal rights in relation to the Products including the right to receive Products which are; as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable care and skill; and for defective Products under the Consumer Protection Act 1987.
23.6. If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
23.7. We only supply the Products for domestic and private use. If you use the Products for any commercial, business, or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
24. LIMITATION OF LIABILITY
24.1. Thread and Dandy’s total liability under or in connection with this Agreement shall be limited to the greater of:
24.1.1. 150% the total value of this Agreement; or
24.2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.
24.3. Nothing within this clause shall exclude or limit liability for:
24.3.1. Death or personal injury caused by negligence.
24.3.2. Fraud or fraudulent misrepresentation.
24.4. Thread and Dandy will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:
24.4.1. Loss of profit.
24.4.2. Loss of goodwill.
24.4.3. Loss of business.
24.4.4. Loss of business opportunity.
24.4.5. Loss of anticipated saving.
24.4.6. Loss of corruption of data or information.
24.4.7. Loss of contracts.
24.4.8. Loss of use of money.
24.4.9. Loss of actual savings.
24.4.10. Loss of revenue.
24.4.11. Loss of reputation.
24.4.12. Ex gratia payments.
24.4.13. Loss of operation time.
24.4.14. Loss of opportunity.
24.4.15. Special, indirect, or consequential damage or loss suffered by the Customer, arising under or in connection with this Agreement.
24.4.16. Any incidental damage caused by Thread and Dandy carrying out the works. It is the responsibility of the Customer to ensure that the premises are suitable and prepared for the works to be carried out and can sustain the fixtures.
24.5. Nothing in this Agreement shall or shall not be deemed to relieve the Customer of any common law duty to mitigate any loss or damage incurred by it.
25. HOW WE MAY USE YOUR PERSONAL INFORMATION
26. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS
26.1. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the Agreement within 90 days of us telling you about it and we will refund you any payments already made in advance for Products not provided.
26.2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
27. THIRD PARTY RIGHTS
27.1. This Agreement is between you and us. No other person has any rights under this Agreement, or any rights to enforce any of its terms. Neither party will need to get the approval of any other person who is not a party to this Agreement in order to end the Agreement or make any changes to these terms.
28.1. Each paragraph of these terms operates separately. If any court or relevant authority finds any paragraph of this Agreement unlawful, the rest will remain in full force and continue in effect.
29. DELAYS IN ENFORCING THIS CONTRACT
29.1. If we do not insist immediately that you do anything that you are required to do under these terms, or if we delay in taking steps against you in respect of you breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Products, we can still require you to make the payment at a later date.
30.1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:
30.1.1. Delivered either by hand, by pre-paid first-class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or
30.1.2. Sent by email to the email address specified in writing by Thread and Dandy as being a suitable address for service.
30.2. Any notice or communication shall be deemed to have been received:
30.2.1. If delivered by hand, at the time the notice is left at the proper address.
30.2.2. If sent by pre-paid first-class post, or by other next working day delivery service, at 9am on the second Business Day after posting.
30.2.3. If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.
30.3. This clause does not apply to the service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.
31. GOVERNING LAW
31.1. 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), shall be governed by and construed in accordance with the law of England. We both agree that the courts of England will have exclusive jurisdiction.
32. ALTERNATIVE DISPUTE RESOLUTION
32.1. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court.
32.2. If you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. You will not be charged for making a complaint and, if you are not satisfied with the outcome, you can still bring legal proceedings.
32.3. In addition, please note that disputes may be submitted for online resolution for online resolution to the European Commission Online Dispute Resolution platform.
BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS
www.threadanddandy.co.uk (“our website”) is operated by Andrew Henry Interiors Limited. We are a private limited company, incorporated and registered in England with company number 06146094, whose registered office is at 8 Blue Barns Business Park, Old Ipswich Road Ardleigh, Colchester, Essex, CO7 7FX, trading as Thread and Dandy (“we”, “us”, “our”).
2. Your account details
3. How we may use your personal information
4. The content on our website
5. How you may use material on our website
6. We are not responsible for viruses and you must not introduce them
7. Rules about linking to our website
8. We are not responsible for sites we link to
9. Our responsibility for loss or damage suffered by you
10. We may make changes to our website
11. We may suspend or withdraw our website
12. Governing law and jurisdiction
1.1 Our Website Terms and Conditions were last updated on 11/01/2022. By using our website, you confirm that you accept these terms and that you agree to comply with them. If you do not agree, you must not use our website.
1.3 Our Website Terms and Conditions refer to the following additional terms, which also apply to your use of our website:
1.3.2 Andrew Henry Interiors’ Cookies Policy.
1.4 We recommend that you print a copy of these documents for future reference.
2. YOUR ACCOUNT DETAILS
2.1 [You must create a personal account to access the price of products on our website and to purchase any products from us. You must be age 18+ and have permission to use a bank account for the purpose of purchasing the products.]
2.2 If you choose or are provided with a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
2.3 If you know or suspect that anyone else knows your user identification code or password, you must promptly notify us at email@example.com.
2.4 Thread and Dandy has the right to disable any user identification code or password (whether chosen by you or allocated by us) at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these terms.
3. HOW WE MAY USE YOUR PERSONAL INFORMATION
4. THE CONTENT ON OUR WEBSITE
4.1 The content on our website is provided for general information only and is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking or refraining from any action on the basis of the content on our website.
4.2 Although we make reasonable efforts to update the information on our website, we make no representations, warranties, or guarantees (whether express or implied) that the content on our website is accurate, complete, or up to date.
4.3 Our website may include information and materials uploaded and posted by other users. This information and these materials have not been verified or approved by us. Any views expressed by other users on our website do not represent Andrew Henry Interiors’ views or values.
4.4 Please contact us if you wish to complain about information and materials uploaded by other users.
5. HOW YOU MAY USE MATERIAL ON OUR WEBSITE
5.1 Thread and Dandy is the owner/licensee of all intellectual property rights in www.threadanddandy.co.uk and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
5.2 You may draw the attention of others within your organisation to content posted on our website.
5.3 You may print one copy and download extracts of any pages from our website for your personal use.
5.4 You must not modify in any way the paper or digital copies of any materials you have printed off or downloaded.
5.5 You must not use any illustrations, photographs, graphics, or video or audio sequences separately from any accompanying text. Andrew Henry Interiors’ status (and that of any identified contributors) as the authors of content on our website must always be acknowledged.
5.6 You must not use any part of the content on our website for commercial purposes without obtaining a licence to do so from us or our licensors.
5.7 If you print, copy, download, or use any part of our website in breach of these terms, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
6. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
6.1 We do not guarantee that our website will be secure or free from bugs or viruses.
6.2 You are responsible for configuring your information technology, computer programmes, and platform to access our website. You should use your own virus protection software.
6.3 You must not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful.
6.4 You must not attempt to gain unauthorised access to our website; the server on which our website is stored; or any server, computer, or database connected to our website.
6.5 You must not attack our website via a denial-of-service attack or a distributed denial-of service attack.
6.6 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate by disclosing your identity to them.
6.7 In the event of such a breach, your right to use our website will cease immediately.
7. RULES ABOUT LINKING TO OUR WEBSITE
7.1 You may link to the home page of our website, provided you do so in a way that is fair and legal, and does not damage our reputation or take advantage of it.
7.2 You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
7.3 You must not establish a link to our website in any site that is not owned by you.
7.4 Our website must not be framed on any other site, nor may you create a link to any part of our website, other than the home page.
7.5 Thread and Dandy reserves the right to withdraw linking permission without notice.
7.6 If you wish to link to or make any use of any content on our website (other than that set out above), please contact us at firstname.lastname@example.org.
8. WE ARE NOT RESPONSIBLE FOR SITES WE LINK TO
8.1 Where our website contains links to other sites and resources provided by third parties, these links are provided for your information only. Thread and Dandy has no control over the contents of those sites or resources, and such links should not be interpreted as approval by us of those linked sites or the information you may obtain from them.
9. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
9.1 Whether you are a consumer or a business user:
9.1.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, and for fraud or fraudulent misrepresentation.
9.1.2 Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any product or service to you.
9.2 If you are a business user:
9.2.1 Thread and Dandy exclude all implied conditions, warranties, representations, or other terms that may apply to our website or any content on it.
9.2.2 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of or inability to use our website, or the use of or reliance on any content displayed on our website.
9.2.3 In particular, Thread and Dandy will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings, business opportunity, goodwill, or reputation; or any indirect or consequential loss or damage.
9.3 If you are a consumer user:
9.3.1 Please note, we only provide our website for domestic and private use. You agree not to use our website for any commercial or business purposes, and that we have no liability to you for any business interruption, loss of profit, loss of business, or loss of business opportunity.
9.3.2 If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.
10. WE MAY MAKE CHANGES TO OUR WEBSITE
10.1 We may update and change our website from time to time to reflect changes to our products, services, our users’ needs, and our business priorities.
10.2 We will try to give you reasonable notice of any major changes.
11. WE MAY SUSPEND OR WITHDRAW OUR WEBSITE
11.1 Our website is made available free of charge. We do not guarantee that our website, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of our website for business and operational reasons.
11.2 We will try to give you reasonable notice of any suspension or withdrawal.
12. GOVERNING LAW AND JURISDICTION
12.1 If you are a consumer, please note that these terms, their subject matter and formation, and any non-contractual disputes or claims, are governed by the law of England. We both agree that the courts of England will have exclusive jurisdiction.
12.2 If you are a business, these terms, their subject matter and formation, and any non-contractual disputes or claims, are governed by the law of England. We both agree that the courts of England will have exclusive jurisdiction.