These Trade Terms and Conditions govern Orders accepted by Think Promote Limited.
They explain what both sides can expect when we supply customised printed and promotional products.
Most of our customers are businesses, charities, schools, public bodies, clubs and other organisations. We occasionally supply people buying mainly for personal use too. If you are a consumer, additional legal rights may apply. Nothing in these terms reduces rights that cannot lawfully be excluded.
Before we accept an Order, use of our website, Quotes and online Order Request process is governed by our Website Terms and Conditions. These Trade Terms govern the Order once we issue an Order Acknowledgement.
The section on samples can also apply before an Order has been accepted.
1. Who we are and who these terms apply to
Think Promote Limited is a private limited company registered in England and Wales under company number 08968414.
Our registered office is Unit 20 Mackley Industrial Estate, Henfield Road, Small Dole, Henfield, West Sussex, BN5 9XR.
In these terms:
- Think Promote, we, us and our mean Think Promote Limited.
- Customer, you and your mean the person or organisation identified as the customer in the Order Acknowledgement.
- Goods means the products we have agreed to supply.
- Order Request means a request or instruction from you asking us to supply Goods, whether made through our website, by email, by telephone, through an approved representative or by another method we accept.
If you are buying wholly or mainly for personal use rather than for an organisation, tell us before placing an Order because different legal rights may apply.
1.1 Sales agents and resellers
Some Orders reach us through an approved sales agent.
Where the agent acts on behalf of Think Promote, the end customer identified in the Order Acknowledgement is our Customer. Think Promote supplies and invoices that Customer. Commission arrangements with the agent are separate.
An agent or distributor may instead buy from us for resale. In that situation, the agent or distributor identified in the Order Acknowledgement is our Customer and is responsible for payment to us.
The Order Acknowledgement confirms who our Customer is for a particular Order.
2. How the contract works
2.1 When an Order is accepted
A binding Order is formed when we issue an Order Acknowledgement accepting your Order Request.
The Order Acknowledgement records the final commercial details of the Order as accepted by Think Promote, including the Customer, Goods, quantity, price, payment terms, delivery or collection arrangements and any applicable Special Terms.
You must check the Order Acknowledgement promptly and tell us as soon as reasonably possible if you believe it does not accurately record the Order or a material term previously agreed between us. If we agree that the Order Acknowledgement contains an error, we will correct it in writing.
We will not use an Order Acknowledgement to introduce a material change to a price, specification or other material term previously agreed without bringing that change to your attention and obtaining your agreement to it.
Before then, a Quote, Order Request confirmation, payment receipt, payment, telephone discussion or email correspondence does not by itself mean we have accepted the Order.
Once the Order Acknowledgement is issued, we may begin studio work, purchase materials and put the Order into our production process.
2.2 What forms the contract
The final terms of an accepted Order are recorded in:
- any Special Terms expressly agreed in writing;
- any specific promotional or offer terms expressly incorporated into the Order;
- the Order Acknowledgement and any Order Summary forming part of it;
- these Trade Terms and Conditions; and
- the approved Proof, for the artwork and printed content authorised for production.
That order also determines priority if the documents conflict.
The Proof controls what we are authorised to print. It does not by itself change the price, quantity, payment terms or turnaround, transfer intellectual-property rights, or give you a right to our artwork or production files.
2.3 Which version of these terms applies
The version of these Trade Terms supplied or made available in connection with your Order Request applies to the resulting Order.
If we need to apply a later version before accepting the Order, we will bring that change to your attention and make the revised terms available before issuing the Order Acknowledgement.
A later update to these terms does not retrospectively change an Order already accepted.
2.4 Other documents
Our support articles explain our usual processes in plain language but do not override the contractual documents above.
We can still choose to offer a customer a more favourable solution than these terms require.
Terms in a Customer purchase order or other Customer document do not replace these terms unless we expressly agree to that change in writing.
3. Quotes, prices and Order Requests
3.1 Quotes
A Quote helps you decide whether to place an Order. It is not normally a binding offer.
We work hard to keep our pricing current and recent Quotes are normally honoured.
Quotes do not automatically expire after a standard number of days unless the Quote says otherwise. An older Quote may be reviewed before we accept the Order because prices, materials, availability or production capacity can change.
If the price has changed materially, we will tell you before accepting the Order. You can then choose not to proceed.
The final agreed price is the price in the Order Acknowledgement.
3.2 Website prices
Website prices may be fixed, quantity-based, indicative, described as "from" prices or calculated from the options you select.
The Order Acknowledgement will confirm the applicable price, whether VAT is included or excluded, and any delivery or optional charges forming part of the Order.
VAT is charged where required by law.
3.3 Price after acceptance
Once an Order has been accepted, the price will not normally change unless:
- you request a change;
- information you supplied was materially incorrect or incomplete;
- applicable tax changes by law;
- there is an obvious pricing or clerical error that you could reasonably have recognised; or
- we both agree a variation.
We do not reserve a general right to increase an accepted price because our own production costs have increased.
3.4 Obvious pricing errors
If we discover an obvious pricing or calculation error after acceptance but before significant work has begun, we will contact you.
We will not simply impose the corrected price. We will either agree the corrected position with you or allow the affected part of the Order to be cancelled without charging for work or costs genuinely avoided.
3.5 Order Requests and early payment
You can make an Order Request through our website, by email, by telephone, through an approved representative or by another method we accept.
Where the request is made online, you will normally have an opportunity to check the product, quantity, options and price before submitting it.
An automated Order Request confirmation records your request. If you pay successfully by card on the website, it also serves as your payment receipt. Neither confirms that we have accepted the Order.
If you pay by card or bank transfer before the Order Acknowledgement is issued, the payment is taken but does not itself create an accepted Order.
You can withdraw the Order Request before we issue the Order Acknowledgement. If you have already paid, we will refund that payment in full.
If we cannot accept the Order, we will also refund money paid for Goods or services we will not supply.
4. Artwork, Proofs and intellectual property
4.1 Customer Materials
Customer Materials means logos, photographs, artwork, text, fonts, designs, files and other material you supply or approve for the Order.
You remain responsible for the Customer Materials you provide.
You confirm that you own them or have the permissions, licences, consents and other authority needed for us to reproduce them as instructed.
This includes rights relating to copyright, trade marks, fonts, photographs and images or information relating to identifiable people.
Where Customer Materials contain photographs, names, artwork or other information relating to children, you are responsible for deciding that the material may lawfully and appropriately be used and for obtaining any permissions, notices, consents or authority required from you.
We are entitled to rely on that confirmation. Reviewing, adjusting or proofing Customer Materials does not mean that we have independently checked those rights or permissions.
4.2 Our use of Customer Materials
You give us a non-exclusive, royalty-free licence to use, copy, adapt and reproduce Customer Materials as reasonably required to quote for, prepare, manufacture, deliver and support the Order.
This includes reasonable technical work such as resizing, colour conversion, adding bleed, repositioning and preparing files for production.
You keep ownership of the original Customer Materials.
4.3 Material we may refuse
We may refuse or stop work where we reasonably believe Customer Materials are unlawful, infringe another person’s rights, create a genuine safeguarding concern or expose somebody to a material legal or regulatory risk.
Where practical, we will explain the concern and give you an opportunity to provide evidence or replacement material.
4.4 Artwork checks and amendments
We carry out reasonable artwork and technical checks, but they are not a substitute for your own review.
We do not guarantee that we will identify every spelling error, incorrect number, date, unsuitable image or rights issue.
Where artwork assistance forms part of the Order, our studio will normally work back and forth with you on reasonable amendments.
We do not impose a standard number of Proof revisions.
If your instructions develop into substantially different or additional design work, we may charge for that extra work. We will tell you before carrying it out.
4.5 Proofs
We will normally provide a Proof before customised Goods go into production.
Nothing should go to press without Proof Approval unless you expressly ask for a different process. This might include asking us to repeat a previous Order "as last", or telling us that you do not need a fresh Proof.
When you approve a Proof, you authorise us to manufacture using that version.
You are responsible for checking visible content carefully, including wording, dates, spelling, contact details, logos, images, positioning and layout.
If an error was clearly visible in the approved Proof and the finished Goods correctly reproduce it, we will not normally be responsible for remaking the Goods at our cost.
We will still look at what happened and may offer a practical solution where possible.
4.6 Digital Proofs and colour
A digital Proof primarily shows content and layout.
Unless we expressly agree otherwise, it is not an exact physical representation of printed colour, paper shade, material feel, binding or other normal manufacturing variations.
Computer screens and commercial printing reproduce colour differently.
If a particular colour match is important, it must be agreed with us in writing before production.
4.7 Think Promote artwork and production files
Unless expressly agreed otherwise, intellectual-property rights in artwork, layouts, templates and designs created by Think Promote remain ours or the relevant third-party rights holder’s.
A separate artwork or design charge pays for the design and preparation work needed for the Order. It does not by itself transfer ownership of the design or include our editable, working or production files.
Unless expressly agreed otherwise, you are not entitled to receive:
- editable or source artwork;
- working files;
- print-ready or production PDFs;
- templates or layouts;
- imposition files; or
- other production files created or prepared by Think Promote.
A Proof is supplied so that you can review and approve the Order. It does not give you a right to the underlying production file.
You may use, sell and distribute the finished Goods we supply. This does not give you a right to reproduce our artwork through another manufacturer unless we agree otherwise in writing.
We may agree to supply particular files or additional usage rights, which may involve an additional charge.
4.8 Third-party claims
If another person makes a claim against us because Customer Materials supplied or approved by you infringe their rights, you will be responsible for the reasonable losses, liabilities, damages and costs we incur to the extent that the claim results from your breach of section 4.1.
This does not apply where the claim results from material added by us without your authority or from our use of Customer Materials outside the permission you gave us.
5. Product specifications and quantities
5.1 Specification and normal variation
The physical product specification is determined by the Order Acknowledgement and any Special Terms.
Commercial printing and finishing involve normal production variation.
Minor reasonable differences can occur in colour, trimming, positioning, paper shade or nominal weight, folding, binding, wire position and finishing.
A normal variation is not by itself a defect where the Goods remain materially consistent with the agreed specification and suitable for their intended use.
RGB artwork may be converted to CMYK for production.
5.2 Material substitutions
Materials can change or become unavailable.
We may use a reasonably equivalent alternative where, in our reasonable judgement, it remains suitable for the intended use and is of comparable overall quality.
We do not need separate approval for an ordinary like-for-like production substitution.
If a change would materially affect the function, usability or overall quality of the Goods, we will discuss it with you before proceeding where reasonably possible.
5.3 Quantity tolerance
We aim to supply the quantity ordered, but normal manufacturing tolerances are:
- calendars and diaries: up to 5% above or below the ordered quantity;
- wall planners and other printed Goods: up to 10% above or below the ordered quantity.
If receiving the exact quantity is important, tell us before the Order is accepted. We can then confirm whether we are able to waive or alter the normal tolerance for that Order.
The quantity appearing in the Order Acknowledgement does not by itself remove the production tolerance.
5.4 Overs and unders
Where we produce a small number of usable extra units, we may include them without charge unless actual-quantity billing has been agreed.
If we supply fewer units than ordered but remain within the permitted tolerance, we will reduce or credit the invoice by a reasonable pro-rata amount for the shortage where it has not otherwise been made good.
A confirmed shortage outside tolerance is not normal production variation. We will normally manufacture the missing quantity at no additional cost or, where that is not reasonably possible, agree another appropriate remedy.
6. Changes and cancellations
6.1 Changes after acceptance
We will try to accommodate reasonable changes after an Order has been accepted.
Changes can affect price, artwork, materials, quantity, turnaround or delivery.
We will explain any material cost or timing effect before proceeding.
If a change is requested after Proof Approval, work already completed may need to be repeated at your cost and the production timetable may restart or move.
6.2 Cancellation after acceptance
Most of our Goods are customised or manufactured for a particular Customer.
Once an Order Acknowledgement has been issued, there is no general contractual right to cancel simply because you have changed your mind.
We may agree a cancellation where reasonably possible. If we do, you will be responsible for reasonable costs already incurred or irreversibly committed, including artwork, materials and production work.
We will not charge for costs genuinely avoided.
Where substantial production has already begun or customised Goods have been manufactured, the amount payable may be up to the full price where that reasonably reflects the work and costs already incurred.
6.3 Consumers
If you are a consumer, this section is subject to your statutory rights.
Many of the Goods we supply are made to a customer’s specification or clearly personalised, for which the ordinary distance-selling change-of-mind cancellation right may not apply.
Nothing here affects your legal rights if Goods are faulty, not as described or otherwise fail to meet applicable consumer law.
7. Turnaround, dispatch, collection and delivery
7.1 Turnaround
Turnaround is the production period from Proof Approval until dispatch or, where collection has been agreed, until the Goods are ready for collection.
It does not normally include:
- the period before the Order is accepted;
- artwork preparation or time waiting for Proof Approval;
- time after the Goods have been made ready for an agreed collection; or
- courier delivery after dispatch.
Where you have expressly told us to proceed without a new Proof, turnaround starts when we have the written authority needed to begin production.
If advance payment or another agreed condition must be completed before production, turnaround starts once that condition and the required production authority are both in place.
7.2 Working Days and dispatch or collection dates
A Working Day is Monday to Friday excluding public and bank holidays in England.
Before the production start point, dispatch or collection dates are provisional.
Once production can begin, we calculate a Latest Dispatch Date using the turnaround service agreed for the Order.
Where delivery is being arranged by Think Promote, the Latest Dispatch Date is the latest date by which the affected job should leave our factory without being considered late under the agreed production timetable.
Where collection has been agreed instead, the same principle applies as a Latest Collection Date. This is the latest date by which the affected job should be completed and ready for the agreed collection.
The Latest Dispatch Date or Latest Collection Date may be shown in Track My Order or communicated by your order representative.
If you delay approval, request revisions, change the Order or fail to provide something we need, the relevant date will move by a reasonable corresponding period.
You can also ask us to schedule dispatch or collection for a later date. Where agreed, that becomes the relevant production target.
7.3 Faster turnaround
Where available, we may offer Standard, Fast Track or Rush services.
If:
- you paid a separate charge for a faster turnaround service;
- we miss the resulting Latest Dispatch Date or Latest Collection Date, as applicable; and
- the delay was caused by us rather than you or something outside our reasonable control,
we will refund or credit the full separately charged faster-turnaround fee for the affected job.
The Goods themselves remain payable.
Where Standard Service carries no separate turnaround charge, there is no automatic turnaround fee to refund.
7.4 Important dates
If you need the Goods for a particular event, campaign or date, tell us before the Order is accepted.
An event or required date recorded in the Order Acknowledgement does not by itself mean that dispatch, collection or delivery by that date is guaranteed.
If Think Promote accepts a fixed contractual dispatch, collection or delivery commitment, the Order Acknowledgement or a Special Term will expressly say so.
7.5 Delivery and collection
Dispatch is not delivery. Courier transit happens after Goods leave our factory.
Delivery windows are estimates unless we expressly agree otherwise in writing.
Where Think Promote arranges delivery, risk of loss or damage remains with us until the Goods are delivered to the agreed location.
If Goods are confirmed lost or damaged before risk passes to you, we will provide an appropriate remedy under section 10.
A courier delay does not by itself mean that the production turnaround or Latest Dispatch Date was missed.
Where collection has been agreed, our production obligation is met when the Goods have been completed and made available for collection by the applicable Latest Collection Date or other agreed collection date.
Risk passes when the Goods are handed to you or to a carrier collecting on your behalf.
7.6 Arranging collection
Collection from our premises is available by prior arrangement.
Do not travel to our premises to collect an Order until the collection has been confirmed by Think Promote.
Our premises are a working production site and collections need to be arranged so that the Goods can be prepared and somebody is available to hand them over safely.
We may ask you to confirm information such as:
- the proposed collection date or time;
- the Order or job reference;
- the name of the person collecting; or
- details of a courier or other carrier collecting on your behalf.
We may refuse or postpone an unarranged collection, including where somebody arrives at our premises without prior confirmation.
If you or your carrier do not collect on the arranged date, we will normally keep the Goods and arrange another collection with you.
A missed or delayed collection by you or your carrier does not mean that Think Promote missed the Latest Collection Date where the Goods were completed and available for collection as agreed.
If Goods remain uncollected for an unreasonable period, we may charge reasonable storage, handling or rearrangement costs after giving you notice.
7.7 Delivery details and failed delivery
You are responsible for giving us complete and accurate delivery information and telling us about relevant access restrictions or unusual delivery requirements.
If delivery fails because of incorrect information, refusal of delivery or failure to make reasonable arrangements to receive the Goods, we may charge reasonable redelivery and storage costs.
7.8 Ownership
Legal title to the Goods remains with Think Promote until all undisputed sums due for the Order have been paid.
You may nevertheless resell or distribute them in the ordinary course of your business, promotion or fundraising activity.
If payment becomes materially overdue, we may require identifiable unsold Goods still in your possession to be returned, to the extent permitted by law.
7.9 International delivery
We may accept international Orders where the product and destination are suitable.
Responsibility for duties, import requirements, customs charges and local taxes will be agreed before acceptance.
International delivery times are normally estimates.
8. Payment
8.1 Payment terms
The payment terms in the Order Acknowledgement apply.
Direct end customers can normally request account terms of NET 30 from dispatch.
Account terms are subject to approval. Selecting them during an online Order Request does not mean they have been granted.
Where an approved sales agent acts as our agent and the end customer contracts directly with Think Promote, payment terms are commonly NET 30 end of month from dispatch, subject to confirmation in the Order Acknowledgement.
A distributor or reseller buying from us will have the terms separately agreed for that Order.
8.2 Earlier payment
We may require earlier or pro-forma payment where reasonably appropriate, for example for a new Customer, an unusually large or bespoke Order, an international Order, existing overdue amounts or another genuine payment risk.
We will make this clear before accepting the Order. You can choose not to proceed.
Customers may also choose to pay early where card or bank-transfer payment is available.
8.3 Invoices and prompt-payment discounts
Unless otherwise agreed, invoices for account customers are issued on dispatch or when Goods are made available for an agreed collection.
Where you pay early, the VAT invoice is issued separately at the appropriate time. A website payment receipt is not a VAT invoice.
If you have account terms, we may offer an optional prompt-payment discount.
Where offered, we will state the amount and deadline separately. If payment is not received by that deadline, the discount lapses and the full amount remains payable under the original account terms.
8.4 Late or disputed payment
If you genuinely dispute part of an invoice, tell us promptly. The undisputed amount remains payable on time.
For overdue commercial payments, we may exercise rights available under the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation, including statutory interest, compensation and recovery costs where applicable.
9. Samples
This section applies whether or not you later place an Order.
Free samples are supplied at our discretion for genuine prospective customers assessing our products.
For practical guidance before making a request, see how to request a sample.
We may refuse or limit requests.
Samples demonstrate the general materials, construction and quality of a product. Final Goods can differ because of selected options, branding, artwork, specification changes and ordinary production variation.
The Order Acknowledgement and approved Proof govern the final customised Order.
10. Problems, returns and remedies
10.1 Tell us promptly
If something appears wrong, contact your order representative as soon as reasonably possible.
For business and organisational Customers, obvious damage, shortages, incorrect products or other issues apparent on delivery or collection should be reported within 2 Working Days.
A hidden manufacturing problem that could not reasonably have been identified on delivery or collection should be reported within 14 calendar days.
These periods help us investigate while Goods, packaging and production records are still readily available. An unreasonable delay may affect a remedy where it materially prevents us from establishing what happened.
If you are a consumer, those notification periods do not limit your statutory rights or the time available to exercise them.
10.2 Evidence and inspection
We may reasonably ask for photographs, packaging, labels, box counts, delivery notes, the approved Proof or other evidence relevant to the issue.
Where necessary, we may arrange collection or ask for affected Goods to be returned for inspection.
Please do not dispose of materially affected Goods before giving us a reasonable opportunity to investigate.
10.3 What we compare
We assess an issue against:
- the Order Acknowledgement;
- the approved Proof;
- the agreed specification; and
- applicable manufacturing tolerances.
Where Goods correctly reproduce an approved Proof, we are not normally responsible for an error clearly visible in that Proof.
We are not responsible for damage caused after risk has passed to you through unsuitable storage, mishandling, water exposure or accidental damage.
10.4 Putting a problem right
Where we are responsible for a material problem, we will act reasonably to put it right.
Depending on the circumstances, we may:
- rectify the problem;
- replace affected Goods;
- reprint some or all of the affected quantity;
- provide a proportionate credit or refund; or
- agree another reasonable solution.
Subject to rights that cannot lawfully be excluded, we will choose the remedy that is appropriate to the nature and scale of the problem.
A problem affecting a small part of an Order does not automatically require the whole Order to be remade where the unaffected Goods remain usable.
Do not return Goods without contacting us first.
Where a return is required because of an accepted fault for which we are responsible, we will normally arrange or pay reasonable return carriage.
11. Promotions and fundraising calculations
Promotional codes, discounts and special offers may have their own eligibility rules, deadlines or other conditions.
Those conditions form part of the Order where they are expressly incorporated.
Offers cannot be combined unless we say otherwise.
Our fundraising tools may show a suggested selling price, potential sales income, a break-even sales figure or estimated fundraising return.
Those figures are examples, not guarantees.
Actual results depend on matters outside our control, including the selling price and number of Goods sold.
Any particular fundraising promise or protection scheme applies only where separate written terms for that offer have been expressly incorporated into the Order.
12. Direct mailing
Where you ask us to mail Goods directly to customers, supporters or other recipients, the Order Acknowledgement will identify the service and charges.
You are responsible for supplying complete, accurate and lawfully obtained recipient information.
We may rely on the addresses you supply and are not responsible for non-delivery caused by incorrect, incomplete or outdated information.
Once an individually mailed item has been handed to the relevant postal or courier service, onward delivery is subject to that network. We will still provide reasonable help with investigations if something goes wrong.
Section 13 applies where we process recipient personal information on your behalf.
13. Data protection
13.1 General position
Each party must comply with applicable data-protection law.
Our Privacy Policy explains how Think Promote handles personal information for its own purposes.
Where we process personal data only on your behalf to personalise, manufacture, fulfil or mail an Order, you are the controller and Think Promote acts as your processor for that processing.
13.2 Your responsibilities
You are responsible for ensuring that personal data you give us:
- has been collected lawfully;
- may lawfully be supplied and used for the purpose you instruct;
- is covered by any consent, authority, privacy information or lawful basis you are required to provide; and
- is reasonably accurate where accuracy matters to the service.
This includes information relating to pupils, children, parents, employees, customers, supporters and mailing recipients.
13.3 Processing on your behalf
The processing is for the preparation, personalisation, production, fulfilment, delivery or support of the Order.
Depending on the service, it may involve names, addresses, contact information, photographs, artwork or other personal data you supply.
It lasts for as long as reasonably required to perform the relevant service and afterwards only for reasonable deletion, backup, support or legal requirements.
Where we act as processor, we will:
- process the data only on your documented instructions unless UK law requires otherwise;
- ensure authorised people are subject to appropriate confidentiality obligations;
- use appropriate technical and organisational security measures;
- provide reasonable assistance with data-subject rights, security obligations, data breaches and data-protection impact assessments;
- notify you without undue delay if we become aware of a personal-data breach affecting that processing;
- delete or return the relevant data at the end of the processing, where required and subject to lawful retention and normal protected backup cycles; and
- provide information and reasonable audit assistance required to demonstrate our compliance.
If we believe an instruction breaches applicable data-protection law, we may raise that with you and suspend the affected processing where appropriate.
13.4 Sub-processors and international processing
You give us general written authority to use suitable sub-processors where reasonably necessary to fulfil the Order.
We will impose appropriate data-protection obligations on them and remain responsible to you for the performance of our sub-processors’ applicable data-protection obligations.
Where required by data-protection law, we will tell you about an intended material change of sub-processor and give you a reasonable opportunity to object on genuine data-protection grounds.
Where a restricted international transfer is required, we will use an appropriate lawful transfer mechanism.
14. Liability
14.1 Liability we do not exclude
Nothing in these terms excludes or limits liability where doing so would be unlawful, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of legal title to Goods; or
- another liability that cannot lawfully be excluded or limited.
14.2 Business losses
Where you are acting wholly or mainly for business, professional, charitable, educational, fundraising or other organisational purposes, and subject to section 14.1, we are not liable for:
- loss of anticipated profit or revenue;
- loss of anticipated savings;
- loss of business opportunity;
- loss of goodwill or damage to reputation; or
- indirect or consequential loss.
If a particular event, deadline or commercial dependency is critical, tell us before the Order is accepted.
14.3 Liability cap
For business and organisational Customers, subject to section 14.1 and to the extent permitted by law, our total aggregate liability arising from an Order will not exceed 100% of the total price paid or payable for that Order excluding VAT.
Where a problem relates only to a clearly separable part of the Order, the value of that affected part may be taken into account when assessing a proportionate remedy.
14.4 Consumers
Sections 14.2 and 14.3 apply to consumers only to the extent that they can lawfully do so.
Nothing in these terms restricts statutory consumer rights or remedies that cannot lawfully be excluded.
15. Events outside our reasonable control
We are not responsible for delay or failure caused by an event genuinely outside our reasonable control.
This can include fire, flood, serious transport or utility disruption, industrial action, government restrictions, war or civil disturbance, major supply-chain disruption or a serious cyber incident.
We will take reasonable steps to reduce the effect and keep you informed where an Order is materially affected.
Production, dispatch, collection or delivery dates may move by a reasonable period as a result.
If the event prevents a material unperformed part of the Order from being carried out for more than 30 days, either party may end that unperformed part in writing.
You remain responsible for Goods already supplied, work completed with your authority and reasonable irreversible costs already committed.
We will refund amounts paid for the part that will not be supplied after deducting amounts properly due for completed or committed work.
16. Suspension and termination
If an undisputed amount becomes materially overdue, we may suspend further work or deliveries after giving reasonable notice where permitted by law.
If, before we incur substantial further costs, we obtain reasonable evidence of a serious payment risk, we may ask for reasonable security or earlier payment before continuing.
Either party may end an affected Order where the other commits a material breach that can be put right but fails to do so within a reasonable period after written notice.
We may refuse, suspend or stop an Order where continuing would require us to act unlawfully.
Nothing in these terms gives us a right to stop supply or terminate where applicable insolvency law prevents us from doing so.
Ending an Order does not remove rights or payment obligations that arose before it ended.
17. General legal terms
17.1 Changes in writing
Changes to an accepted Order must be agreed in writing.
Email and approvals recorded through our systems count as writing.
17.2 Authority
A person placing, changing or approving an Order for an organisation confirms that they have reasonable authority to do so.
We may rely on communications from people who reasonably appear to be authorised unless we have been told otherwise.
17.3 Subcontracting
We may use trusted subcontractors or service providers for delivery, specialist production or other parts of an Order.
We remain responsible for our contractual obligations to you.
17.4 Assignment
You may not transfer your contractual rights or obligations without our written consent, which will not be unreasonably withheld.
We may transfer an agreement as part of a genuine business reorganisation, sale or transfer provided this does not materially reduce your contractual rights.
17.5 Entire agreement
The documents listed in section 2 contain the agreement for the Order and replace earlier discussions or representations about the same subject matter.
Nothing here excludes liability for fraud or fraudulent misrepresentation or removes consumer rights that cannot lawfully be excluded.
17.6 Third-party rights
Unless expressly stated otherwise, somebody who is not a party to an Order has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
17.7 Severability and waiver
If part of these terms is invalid or unenforceable, the rest continues to apply.
A delay in enforcing a right does not mean that right has been waived.
17.8 Governing law
These terms and each Order are governed by the laws of England and Wales.
For business and organisational Customers, the courts of England and Wales have exclusive jurisdiction, subject to any mandatory rule of law requiring otherwise.
If you are a consumer, nothing here removes any right under applicable law to bring proceedings in another court with mandatory jurisdiction.
18. Contact details
Questions about an Order should normally go to your order representative.
You can also contact:
Think Promote Limited
Unit 20 Mackley Industrial Estate
Henfield Road
Small Dole
Henfield
West Sussex
BN5 9XR
Telephone: 01273 495199
Email: sales@thinkpromote.co.uk
For legal, privacy or compliance enquiries: