Inkpact is primarily a business-to-business supplier creating and supplying handwritten notes in accordance with a customer’s order. These terms will not apply to business-to-consumer sales. We do not knowingly contract with consumers on these terms.
2. ABOUT US
2.1 Company details. Inkpact Marketing Limited (company number 08806698) (we and us), is a company registered in England and Wales and our registered office is at Highbridge House, 9 Station Road, Williton, Somerset, TA4 4RJ . Our main trading address is 20 Air Street, London, W1B 5AN . Our VAT number is GB239520701. We operate the website https://inkpact.com/
2.2 Contacting us. To contact us telephone our customer service team at 023 8110 3192 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
3. OUR CONTRACT WITH YOU
3.1 Our contract.These terms and conditions (Terms) apply to the order by you and supply of Products by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
3.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Language. These Terms and the Contract are made only in the English language.
4. PLACING AN ORDER AND ITS ACCEPTANCE
4.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the products, credits or campaigns specified in the order (Products) subject to these Terms.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
4.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4.
4.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation. For continuous campaigns Dispatch Confirmation is communicated via notification on the Inkpact Platform.
5. OUR PRODUCTS
5.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Products. The colour of your Products may vary slightly from those images.
5.2 The end products may vary from that shown on images on our site.
5.3 We reserve the right to amend the specification of the Products
6. DELIVERY, TRANSFER OF RISK AND TITLE
6.1 When ordering the Products you will select the delivery date which will be at least 7 Business Days from order, save for bespoke products or continuous campaigns where a delivery date will be agreed between us. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events Outside Our Control) for our responsibilities when this happens.
6.2 Delivery is complete once the Products have been delivered to the delivery address set out in your order and the Products will be at your risk from that time.
6.3 You own the Products once we have received payment in full, including of all applicable delivery charges.
6.4 If we fail to deliver the Products, our liability is limited to the cost of obtaining replacement Products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products.
7. PRICE OF PRODUCTS AND DELIVERY CHARGES
7.1 Unless otherwise agreed, the prices of the Products will be as quoted on our website at the time you submit your order and will include delivery costs. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, please see clause 7.4 for what happens if we discover an error in the price of Products you ordered.
7.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
7.3 The price of Products excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
7.4 We sell a large number of Products through our site. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Products and refund you any sums you have paid.
8. CAMPAIGN PACKAGES
We offer different levels of packages which offer different benefits (Packages) the benefits of each Package are outlined on our website or otherwise notified to you by us in writing.
9. HOW TO PAY
9.1 You can only pay for Products either:
9.1.1 using a debit card or credit card. We accept the following cards: Visa, Visa Debit, MasterCard, American Express
9.1.2 deducting the cost of the Products from credits in your Package.
9.1.3 Bank transfer, for which details will be provided
9.2 Payment for the Products and all applicable delivery charges is in advance.
9.3 You may terminate your subscription at any point by emailing firstname.lastname@example.org. You should give not less than 30-days’ notice ahead of your monthly payment date. In the above circumstances, your subscription will remain in force until the day before your next payment is due, at which point it will automatically terminate.
9.4 Package credits are valid for a period of 12 months from issue. If you do not have enough credits in the Package to pay for your order, or if your credits are no longer valid as they have expired, we will:
9.4.1 contact you to take payment via an alternate payment method; or
9.4.2 assist you to top up your Package with additional credits or upgrade your current Package.
9.5 If you do not have enough credits in the Package to pay for your order, or if your credits are no longer valid as they have expired, we will:
9.5.1 contact you to take payment via an alternate payment method; or
9.5.2 assist you to top up your Package with additional credits or upgrade your current Package.
10. OUR WARRANTY FOR THE PRODUCTS
10.1 We provide a warranty that on delivery, the Products will:
10.1.1 subject to clause 5, conform in all material respects with their description;
10.1.2 be free from material defects in design, material and workmanship;
10.1.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
10.1.4 be fit for any purpose held out by us.
10.2 Subject to clause 10.3, if:
10.2.1 you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 10.1;
10.2.2 we are given a reasonable opportunity of examining the Products; and
10.2.3 if we ask you to do so, you return the Products to us at your cost,
10.3 We will not be liable for breach of the warranty set out in clause 10.1 if:
10.3.1 you make any further use of the Products after giving notice to us under clause 10.2;
10.3.2 the defect arises as a result of us following any instructions, drawing, design or specification supplied by you;
10.3.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.3.4 the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.4 We will only be liable to you for the Products’ failure to comply with the warranty set out in clause 10.1 to the extent set out in this clause 10.
10.5 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.6 These Terms also apply to any repaired or replacement Products supplied by us to you.
11. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 11
11.1 We only supply the Products for internal use by your business, and you agree not to use the Products for any resale purposes.
11.2 Nothing in these Terms limits or excludes our liability for:
11.2.1 death or personal injury caused by our negligence;
11.2.2 fraud or fraudulent misrepresentation;
11.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.2.4 any other liability that cannot be limited or excluded by law.
11.3 Subject to clause 11.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.3.1 any loss of profits, sales, business, or revenue; or
11.3.2 loss or corruption of data, information or software; or
11.3.3 loss of business opportunity; or
11.3.4 loss of anticipated savings; or
11.3.5 loss of goodwill; or
11.3.6 any indirect or consequential loss.
11.4 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 10% of the price of the Products or £1,000 whichever is greater.
11.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
12. DATA PROTECTION/GDPR
12.1 In this clause 12 the following definitions will have the meanings given to them under the Data Protection Legislation: “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Data Subject”, “processing” and “process”.
12.2 Both parties will comply with all applicable requirements of the Data Protection Legislation and will ensure that they have all necessary consents and notices in place to enable lawful transfer of Personal Data to the other Party for the duration and purposes of these Terms.
12.3 Both parties acknowledge that for the purposes of the Data Protection Legislation you are the Data Controller and we are the Data Processor of your Personal Data.
12.4 Both parties will, in relation to any Personal Data processed in connection with these Terms:
12.4.1 process that Personal Data only to the extent required to enable it to comply with its obligations under these Terms, or otherwise in accordance with (i) the written instructions of the other Party (when acting as a Data Processor) or (ii) applicable laws which otherwise enable it to process Personal Data;
12.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
12.4.3 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the other Party has been obtained and appropriate safeguards and an adequate level of protection of any Personal Data transferred have been reasonably ensured;
12.4.4 assist the other Party, at the other Party’s cost, in (i) responding to any request from a Data Subject and (ii) ensuring compliance with its obligations under the Data Protection Legislation;
12.4.5 notify the other Party without undue delay on becoming aware of a Personal Data breach affecting the other Party; and
12.4.6 at the written direction of the other Party (when acting as a Data Processor), delete or return Personal Data and copies thereof to the other Party on termination of these Terms unless required by applicable law to store the Personal Data.
12.5 You agree that we may process Personal Data using systems, software and programs, via our own IT systems and/or using third party programs and software where such third parties have been identified to you.
12.6 You acknowledge and agree that we may:
12.6.1 engage third party writers as sub-processors in the provision of creating and sending the Products; and
12.6.2 engage other third-party sub-processors as required in connection with the processing of Personal Data within the sphere of these Terms.
12.7 We confirm that we have entered or (as the case may be) will enter with any third-party sub-processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12.
12.8 We will make available to You our current list of sub-processors engaged upon request, which will include the identities of those sub-processors and their country of location. If You have a reasonable basis to object to our use of a new sub-processor, you will notify us promptly in writing within 15 Business Days after receipt of our notice.
13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you if:
13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified writing to do so;
13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
13.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
13.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
13.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
14.2.1 we will contact you as soon as reasonably possible to notify you; and
14.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 14 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
15. COMMUNICATIONS BETWEEN US
15.1 When we refer to “in writing” in these Terms, this includes email.
15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice or other communication is deemed to have been received:
15.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
15.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause 15 will not apply to the service of any proceedings or other documents in any legal action.
16.1 Assignment and Transfer.
16.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
16.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.