Workwear Clothing & Accessories

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

X Y Workwear Limited, incorporated and registered in England with company number 13692808, whose registered VAT number is 394081482, registered office is at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear (“we”, “us”, “our”); and
The Customer (“you”, “your”).

BACKGROUND

X Y Workwear provides designs and print of workwear (“Goods”) and provides e-commerce services (“Services”) (“Products”). The Customer wishes to engage X Y Workwear for the provision of its Products and X Y Workwear 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

Interpretation
How to Contact Us
Your Order with Us and Our Contract with You
Our Products
Your Right to Make Changes
Our Rights to Make Changes
Providing the Products
Delivery
We may Suspend the Supply of Products
Your Rights to end the Contract
Your Right to Change Your Mind
How to end the Contract with Us
Returning Products After Termination of Contract
Refunds
Our Rights to end the Contract
If There is a Problem with the Product
Price and Payment
Our Responsibility for Loss or Damage Suffered by You
How We may Use Your Personal Information
Transfer of Rights and Obligations Under These Terms
Third Party Rights
Time of the Essence
Severance
Delays in Enforcing This Contract
Governing Law and Jurisdiction
Alternative Dispute Resolution

INTERPRETATION
1. The following definitions and rules of interpretation apply in this Agreement:
2. “Business Day” means 8:30am to 5:00pm, Monday to Friday (excluding public holidays in England).
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.
4. “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.
5. “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
6. References to “our website” are to Xyworkwear.co.uk.
7. References to clauses are to the clauses of this Agreement.
8. Clauses and paragraph headings shall not affect the interpretation of this Agreement.
9. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
10. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
11. 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.
12. A reference to “writing” or “written” includes e-mail.
13. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
14. A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
15. A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
16. 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.
17. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.
18. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
HOW TO CONTACT US
1. You can contact us by telephoning our customer service team at [ENTER TELEPHONE NUMBER TBC] or by writing to us at Customerservice@xyworkwear.com, or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear.
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.
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.
YOUR ORDER WITH US AND OUR CONTRACT WITH YOU
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.
2. If we are unable to accept your order, we will use commercially reasonable endeavours to inform you of this and will not charge you for the Product. Reasons for this may be because:
  1. The Product is out of stock.
  2. Of unexpected limits on our resources which we could not reasonably plan for.
  3. A credit reference we have obtained for you does not meet our minimum requirements.
  4. We have identified an error in the price or description of the Product.
  5. We are unable to meet a delivery deadline you have specified.
  6. For any other reason at our absolute discretion.
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.
OUR PRODUCTS
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.
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.
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. If we are making the Product to measurements you have provided us, you are responsible for ensuring that the measurements you provide are correct.
5. Please note: The packaging of the Product may vary from that shown in images on our website.
YOUR RIGHTS TO MAKE CHANGES
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.
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.
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 10).
OUR RIGHTS TO MAKE CHANGES
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.
2. We may change a Product:
  1. To reflect changes in relevant laws and regulatory requirements.
  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.
PROVIDING THE PRODUCTS
1. During the order process we will let you know when we will provide the Products to you:
  1. If the Products you are purchasing are Goods, we will provide an estimated delivery date (“Delivery Deadline”).
  2. If we are providing one-off Services, we will begin Services on the date we accept your order.
  3. If we are providing ongoing Services or a subscription to receive Products, we will tell you during the order process when and how you can end the Agreement. We will supply the Products to you until:
    1. The Services are completed, or the subscription expires.
    2. You end the Agreement in accordance with Clause 10.
    3. We end the Agreement by written notice in accordance with Clause 15.
2. We may need certain information from you so that we can supply the Products to you. For example (but not limited to) measurements, graphics, logos, consents, etc. 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 15.3 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.
3. 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.
DELIVERY AND COLLECTION
1. You own the Goods once we have received payment in full, however, Goods will only be your responsibility from the time:
  1. We deliver the Goods to the address you gave us.
2. The delivery cost of the Goods you purchase will be as displayed to you on our website.
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.
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.
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 15.3 will apply.
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:
  1. We have refused to deliver the Goods.
  2. Delivery within the Delivery Deadline was essential (considering all the relevant circumstances at the time the Agreement was entered into).
  3. You told us before we accepted your order that delivery within the Delivery Deadline was essential.
7. If you do not wish to treat the Agreement as at an end under Clause 8.7, 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.
8. If you wish to treat the Agreement as at an end under Clause 8.7, 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.
WE MAY SUSPEND THE SUPPLY OF PRODUCTS
1. We may suspend the supply of a Product to:
  1. Deal with technical problems or make minor technical changes.
  2. Update the Product to reflect changes in relevant laws and regulatory requirements.
  3. Make changes to the Product as requested by you or notified by us to you (see Clause 6).
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.
3. If you do not pay us for the Products on the date you are required and you still do not make payment after we remind 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 17.10).
4. As well as suspending the Products, we may also charge you interest on your overdue payments (see Clause 17.9).
YOUR RIGHTS TO END THE CONTRACT
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:
  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 16).
  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:
    1. We have told you about an upcoming change to the Product or to these terms which you do not agree to (see Clause 6).
    2. 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.
    3. There is a risk that supply of the Products may be significantly delayed (to be determined at X Y Workwear’s absolute discretion) because of events outside our control.
    4. We have suspended the supply of the Products for technical reasons or we notify you of our plans to suspend them for technical reasons.
    5. You are exercising your legal right to end the Agreement because of something we have done wrong (see Clause 8.7).
  3. 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 11).
  4. In all other cases where we are not at fault and there is no right to change your mind, see Clause 11.4 and Clause 11.5.
YOUR RIGHT TO CHANGE YOUR MIND
1. If you are a business placing an order for non-bespoke or non-designed goods, you have no right to cancel your order once the order has been placed.
2. If you are a consumer ordering non-bespoke or non-designed goods, 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.
3. You do not have the right to change your mind in respect of:
  1. Services, once these have been completed, even if the cancellation period is still running.
  2. Products sealed for health protection or hygiene purposes once these have been unsealed after you receive them.
  3. Services provided for bespoke or designed goods and services. By placing this order you agree to explicitly waive any right you have to cancel.
  4. Any Products which become mixed inseparably with other items after their delivery.
4. How much time you have to change your mind depends on what you have ordered and how it is delivered:
  1. If you are a consumer and have bought Services, you have 14 days after the date we email you to confirm we accept your order. However, once we have started the Services, you cannot change your mind, even if the period is still running.
  2. If you are a consumer and have bought non-personalised Goods, you have 14 days after the date you, or someone you nominate, receive the Goods, unless:
    1. 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.
    2. 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.
5. Even if we are not at fault and you do not have a right to change your mind (see Clause 10.1), you can still end the Agreement before it is completed, but you may have to pay us compensation as set out in Clause 11.6. When the Agreement is considered complete:
  1. A contract for Goods is completed when the order is paid for and delivered.
  2. A contract for Services is completed when we have finished providing the Services and you have paid for them.
6. 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:
  1. We may end the Agreement immediately and refund any sums paid by you for Products not provided.
  2. 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.
  3. 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.
  4. We may offer an alternative resolution at our absolute discretion.
HOW TO END THE CONTRACT WITH US
1. To tell us you want to end the Agreement with us, please let us know by doing one of the following:
  1. Call our customer services on [ENTER NUMBER TBC] with your order number at hand.
  2. Email us at Customerservice@xyworkwear.com. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number.
  3. Write to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear. 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.
RETURNING PRODUCTS AFTER TERMINATION OF CONTRACT
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 the following:
  1. Post them back to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. We may at our discretion pay the costs of return, if:
  1. The Products are faulty or misdescribed.
  2. You are ending the Agreement because we have told you of an upcoming change to the Product or to these terms.
  3. You are ending the Agreement because we made an error in pricing or description.
  4. There was a delay in delivery due to events outside our control.
  5. You have a legal right to end the Agreement as a result of something we have done wrong.
4. If Clause 13.3 applies, please contact us for a returns label.
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.
REFUNDS
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.
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.
3. We do not provide a refund for delivery costs. You must bear the cost of returning any Products.
4. We may make deductions from the refund due to you:
  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.
  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.
OUR RIGHTS TO END THE CONTRACT
1. We may write to you to let you know that we are going to stop providing the Product. We will let you know 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.
2. We may end the Agreement for a Product at any time by writing to you, if:
  1. You do not make any payment to us when it is due, and you still do not make payment after we remind you that payment is due.
  2. You do not, within a reasonable time of our request, provide us with information that is necessary for us to provide the Products.
  3. You do not, within reasonable time, allow us to deliver the Products to you or collect them from us.
  4. You do not, within a reasonable time, allow us access to your premises to supply the Services.
  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.
  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.
3. If we end the Agreement in the situations set out in Clause 15.2, we will refund any money you have paid in advance for the Products we have not provided, but we may deduct or charge you.
IF THERE IS A PROBLEM WITH THE PRODUCT
1. If you have any questions or complaints about the Product, please contact us. You telephone our customer service team at [ENTER TELEPHONE NUMBER TBC] or write to us at Customerservice@xyworkwear.com or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. If you have purchased Goods:
  1. The Consumer Rights Act 2015 says Goods must be as described, fit for purpose, and of satisfactory quality.
  2. If the Goods we have supplied to you are faulty, you are entitled to up to 30 days to return them and receive a refund.
  3. If the Goods cannot be repaired or replaced, you are entitled to a full refund, in most cases.
  4. If the Goods do not last a reasonable length of time, you may be entitled to some money back.
4. If you have purchased Services:
  1. You can ask us to repeat or fix a Service if it is not carried out with reasonable care and skill or may be able to get some or all of your money back.
  2. If you have not agreed a price beforehand, what you are asked to pay must be reasonable.
  3. If you have not agreed a time beforehand, it must be carried out within a reasonable time.
5. If you wish to exercise your legal rights to reject Products, you must return them (see Clause 14).
PRICE AND PAYMENT
1. The price of the Product is the price indicated on the order pages when you placed your order (“Stated Price”). Our charges exclude VAT which will be added to our invoice at the applicable rate.
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.
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.
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.
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].
6. We accept payment with all debit/credit cards.
7. When you must pay depends on what Product you are buying:
  1. You must pay for the Goods at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
  2. You must pay for Services at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
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.
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.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
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.
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.
3. We are not responsible for any loss or damage that is not Foreseeable.
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.
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:
  1. Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
  2. Fraud or fraudulent misrepresentation.
6. 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.
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.
HOW WE MAY USE YOUR PERSONAL INFORMATION
1. We will only use your personal information as set out in our Privacy Policy: [INSERT LINK TO PRIVACY POLICY].
TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS
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.
2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
THIRD PARTY RIGHTS
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.
TIME OF THE ESSENCE
1. Time is not of the essence for any of X Y Workwear’s obligations under this Agreement, including meeting any dates specified +.
2. Where X Y Workwear’s specifies a particular date for the client to provide instructions or particular pieces of information necessary for X Y Workwear’s to complete any or part of the Services or Deliverables, the Client understands that time is of the essence in relation to those dates.
SEVERANCE
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.
DELAYS IN ENFORCING THIS CONTRACT
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.
GOVERNING LAW
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. Except, if you live in Scotland, you may bring legal proceedings in respect of the Products in either the Scottish or the English courts, and if you live in Northern Ireland, you may bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.
ALTERNATIVE DISPUTE RESOLUTION
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.
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.

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

X Y Workwear Limited, incorporated and registered in England with company number 13692808, whose registered VAT number is 394081482, registered office is at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear (“we”, “us”, “our”); and
The Customer (“you”, “your”).

BACKGROUND

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

Interpretation
How to Contact Us
Your Order with Us and Our Contract with You
Our Products
Your Right to Make Changes
Our Rights to Make Changes
Providing the Products
Delivery
We may Suspend the Supply of Products
Your Rights to end the Contract
Your Right to Change Your Mind
How to end the Contract with Us
Returning Products After Termination of Contract
Refunds
Our Rights to end the Contract
If There is a Problem with the Product
Price and Payment
Our Responsibility for Loss or Damage Suffered by You
How We may Use Your Personal Information
Transfer of Rights and Obligations Under These Terms
Third Party Rights
Time of the Essence
Severance
Delays in Enforcing This Contract
Governing Law and Jurisdiction
Alternative Dispute Resolution

INTERPRETATION
1. The following definitions and rules of interpretation apply in this Agreement:
2. “Business Day” means 8:30am to 5:00pm, Monday to Friday (excluding public holidays in England).
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.
4. “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.
5. “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
6. References to “our website” are to Xyworkwear.co.uk.
7. References to clauses are to the clauses of this Agreement.
8. Clauses and paragraph headings shall not affect the interpretation of this Agreement.
9. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
10. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
11. 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.
12. A reference to “writing” or “written” includes e-mail.
13. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
14. A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
15. A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
16. 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.
17. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.
18. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
HOW TO CONTACT US
1. You can contact us by telephoning our customer service team at [ENTER TELEPHONE NUMBER TBC] or by writing to us at Customerservice@xyworkwear.com, or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear.
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.
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.
YOUR ORDER WITH US AND OUR CONTRACT WITH YOU
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.
2. If we are unable to accept your order, we will use commercially reasonable endeavours to inform you of this and will not charge you for the Product. Reasons for this may be because:
  1. The Product is out of stock.
  2. Of unexpected limits on our resources which we could not reasonably plan for.
  3. A credit reference we have obtained for you does not meet our minimum requirements.
  4. We have identified an error in the price or description of the Product.
  5. We are unable to meet a delivery deadline you have specified.
  6. For any other reason at our absolute discretion.
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.
OUR PRODUCTS
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.
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.
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. If we are making the Product to measurements you have provided us, you are responsible for ensuring that the measurements you provide are correct.
5. Please note: The packaging of the Product may vary from that shown in images on our website.
YOUR RIGHTS TO MAKE CHANGES
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.
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.
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 10).
OUR RIGHTS TO MAKE CHANGES
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.
2. We may change a Product:
  1. To reflect changes in relevant laws and regulatory requirements.
  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.
PROVIDING THE PRODUCTS
1. During the order process we will let you know when we will provide the Products to you:
  1. If the Products you are purchasing are Goods, we will provide an estimated delivery date (“Delivery Deadline”).
  2. If we are providing one-off Services, we will begin Services on the date we accept your order.
  3. If we are providing ongoing Services or a subscription to receive Products, we will tell you during the order process when and how you can end the Agreement. We will supply the Products to you until:
    1. The Services are completed, or the subscription expires.
    2. You end the Agreement in accordance with Clause 10.
    3. We end the Agreement by written notice in accordance with Clause 15.
2. We may need certain information from you so that we can supply the Products to you. For example (but not limited to) measurements, graphics, logos, consents, etc. 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 15.3 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.
3. 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.
DELIVERY AND COLLECTION
1. You own the Goods once we have received payment in full, however, Goods will only be your responsibility from the time:
  1. We deliver the Goods to the address you gave us.
2. The delivery cost of the Goods you purchase will be as displayed to you on our website.
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.
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.
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 15.3 will apply.
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:
  1. We have refused to deliver the Goods.
  2. Delivery within the Delivery Deadline was essential (considering all the relevant circumstances at the time the Agreement was entered into).
  3. You told us before we accepted your order that delivery within the Delivery Deadline was essential.
If you do not wish to treat the Agreement as at an end under Clause 8.7, 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.
If you wish to treat the Agreement as at an end under Clause 8.7, 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.

WE MAY SUSPEND THE SUPPLY OF PRODUCTS
1. We may suspend the supply of a Product to:
  1. Deal with technical problems or make minor technical changes.
  2. Update the Product to reflect changes in relevant laws and regulatory requirements.
  3. Make changes to the Product as requested by you or notified by us to you (see Clause 6).
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.
3. If you do not pay us for the Products on the date you are required and you still do not make payment after we remind 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 17.10).
4. As well as suspending the Products, we may also charge you interest on your overdue payments (see Clause 17.9).
YOUR RIGHTS TO END THE CONTRACT
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:
  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 16).
  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:
    1. We have told you about an upcoming change to the Product or to these terms which you do not agree to (see Clause 6).
    2. 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.
    3. There is a risk that supply of the Products may be significantly delayed (to be determined at X Y Workwear’s absolute discretion) because of events outside our control.
    4. We have suspended the supply of the Products for technical reasons or we notify you of our plans to suspend them for technical reasons.
    5. You are exercising your legal right to end the Agreement because of something we have done wrong (see Clause 8.7).
  3. 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 11).
  4. In all other cases where we are not at fault and there is no right to change your mind, see Clause 11.4 and Clause 11.5.
YOUR RIGHT TO CHANGE YOUR MIND
1. If you are a business placing an order for non-bespoke or non-designed goods, you have no right to cancel your order once the order has been placed.
2. If you are a consumer ordering non-bespoke or non-designed goods, 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.
3. You do not have the right to change your mind in respect of:
  1. Services, once these have been completed, even if the cancellation period is still running.
  2. Products sealed for health protection or hygiene purposes once these have been unsealed after you receive them.
  3. Services provided for bespoke or designed goods and services. By placing this order you agree to explicitly waive any right you have to cancel.
  4. Any Products which become mixed inseparably with other items after their delivery.
4. How much time you have to change your mind depends on what you have ordered and how it is delivered:
  1. If you are a consumer and have bought Services, you have 14 days after the date we email you to confirm we accept your order. However, once we have started the Services, you cannot change your mind, even if the period is still running.
  2. If you are a consumer and have bought non-personalised Goods, you have 14 days after the date you, or someone you nominate, receive the Goods, unless:
    1. 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.
    2. 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.
5. Even if we are not at fault and you do not have a right to change your mind (see Clause 10.1), you can still end the Agreement before it is completed, but you may have to pay us compensation as set out in Clause 11.6. When the Agreement is considered complete:
  1. A contract for Goods is completed when the order is paid for and delivered.
  2. A contract for Services is completed when we have finished providing the Services and you have paid for them.
6. 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:
  1. We may end the Agreement immediately and refund any sums paid by you for Products not provided.
  2. 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.
  3. 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.
  4. We may offer an alternative resolution at our absolute discretion.
HOW TO END THE CONTRACT WITH US
1. To tell us you want to end the Agreement with us, please let us know by doing one of the following:
  1. Call our customer services on [ENTER NUMBER TBC] with your order number at hand.
  2. Email us at Customerservice@xyworkwear.com. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number.
  3. Write to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear. 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.
RETURNING PRODUCTS AFTER TERMINATION OF CONTRACT
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 the following:
  1. Post them back to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. We may at our discretion pay the costs of return, if:
  1. The Products are faulty or misdescribed.
  2. You are ending the Agreement because we have told you of an upcoming change to the Product or to these terms.
  3. You are ending the Agreement because we made an error in pricing or description.
  4. There was a delay in delivery due to events outside our control.
  5. You have a legal right to end the Agreement as a result of something we have done wrong.
4. If Clause 13.3 applies, please contact us for a returns label.
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.
REFUNDS
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.
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.
3. We do not provide a refund for delivery costs. You must bear the cost of returning any Products.
4. We may make deductions from the refund due to you:
  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.
  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.
OUR RIGHTS TO END THE CONTRACT
1. We may write to you to let you know that we are going to stop providing the Product. We will let you know 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.
2. We may end the Agreement for a Product at any time by writing to you, if:
  1. You do not make any payment to us when it is due, and you still do not make payment after we remind you that payment is due.
  2. You do not, within a reasonable time of our request, provide us with information that is necessary for us to provide the Products.
  3. You do not, within reasonable time, allow us to deliver the Products to you or collect them from us.
  4. You do not, within a reasonable time, allow us access to your premises to supply the Services.
  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.
  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.
3. If we end the Agreement in the situations set out in Clause 15.2, we will refund any money you have paid in advance for the Products we have not provided, but we may deduct or charge you.
IF THERE IS A PROBLEM WITH THE PRODUCT
1. If you have any questions or complaints about the Product, please contact us. You telephone our customer service team at [ENTER TELEPHONE NUMBER TBC] or write to us at Customerservice@xyworkwear.com or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. If you have purchased Goods:
  1. The Consumer Rights Act 2015 says Goods must be as described, fit for purpose, and of satisfactory quality.
  2. If the Goods we have supplied to you are faulty, you are entitled to up to 30 days to return them and receive a refund.
  3. If the Goods cannot be repaired or replaced, you are entitled to a full refund, in most cases.
  4. If the Goods do not last a reasonable length of time, you may be entitled to some money back.
4. If you have purchased Services:
  1. You can ask us to repeat or fix a Service if it is not carried out with reasonable care and skill or may be able to get some or all of your money back.
  2. If you have not agreed a price beforehand, what you are asked to pay must be reasonable.
  3. If you have not agreed a time beforehand, it must be carried out within a reasonable time.
5. If you wish to exercise your legal rights to reject Products, you must return them (see Clause 14).
PRICE AND PAYMENT
1. The price of the Product is the price indicated on the order pages when you placed your order (“Stated Price”). Our charges exclude VAT which will be added to our invoice at the applicable rate.
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.
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.
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.
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].
6. We accept payment with all debit/credit cards.
7. When you must pay depends on what Product you are buying:
  1. You must pay for the Goods at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
  2. You must pay for Services at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
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.
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.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
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.
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.
3. We are not responsible for any loss or damage that is not Foreseeable.
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.
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:
  1. Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
  2. Fraud or fraudulent misrepresentation.
6. 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.
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.
HOW WE MAY USE YOUR PERSONAL INFORMATION
1. We will only use your personal information as set out in our Privacy Policy: [INSERT LINK TO PRIVACY POLICY].
TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS
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.
2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
THIRD PARTY RIGHTS
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.
TIME OF THE ESSENCE
1. Time is not of the essence for any of X Y Workwear’s obligations under this Agreement, including meeting any dates specified +.
2. Where X Y Workwear’s specifies a particular date for the client to provide instructions or particular pieces of information necessary for X Y Workwear’s to complete any or part of the Services or Deliverables, the Client understands that time is of the essence in relation to those dates.
SEVERANCE
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.
DELAYS IN ENFORCING THIS CONTRACT
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.
GOVERNING LAW
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. Except, if you live in Scotland, you may bring legal proceedings in respect of the Products in either the Scottish or the English courts, and if you live in Northern Ireland, you may bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.
ALTERNATIVE DISPUTE RESOLUTION
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.
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.

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

X Y Workwear Limited, incorporated and registered in England with company number 13692808, whose registered VAT number is 394081482, registered office is at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear (“we”, “us”, “our”); and
The Customer (“you”, “your”).

BACKGROUND

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

Interpretation
How to Contact Us
Your Order with Us and Our Contract with You
Our Products
Your Right to Make Changes
Our Rights to Make Changes
Providing the Products
Delivery
We may Suspend the Supply of Products
Your Rights to end the Contract
Your Right to Change Your Mind
How to end the Contract with Us
Returning Products After Termination of Contract
Refunds
Our Rights to end the Contract
If There is a Problem with the Product
Price and Payment
Our Responsibility for Loss or Damage Suffered by You
How We may Use Your Personal Information
Transfer of Rights and Obligations Under These Terms
Third Party Rights
Time of the Essence
Severance
Delays in Enforcing This Contract
Governing Law and Jurisdiction
Alternative Dispute Resolution

INTERPRETATION
1. The following definitions and rules of interpretation apply in this Agreement:
2. “Business Day” means 8:30am to 5:00pm, Monday to Friday (excluding public holidays in England).
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.
4. “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.
5. “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
6. References to “our website” are to Xyworkwear.co.uk.
7. References to clauses are to the clauses of this Agreement.
8. Clauses and paragraph headings shall not affect the interpretation of this Agreement.
9. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
10. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
11. 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.
12. A reference to “writing” or “written” includes e-mail.
13. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
14. A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
15. A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
16. 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.
17. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.
18. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
HOW TO CONTACT US
1. You can contact us by telephoning our customer service team at [ENTER TELEPHONE NUMBER TBC] or by writing to us at Customerservice@xyworkwear.com, or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear.
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.
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.
YOUR ORDER WITH US AND OUR CONTRACT WITH YOU
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.
2. If we are unable to accept your order, we will use commercially reasonable endeavours to inform you of this and will not charge you for the Product. Reasons for this may be because:
  1. The Product is out of stock.
  2. Of unexpected limits on our resources which we could not reasonably plan for.
  3. A credit reference we have obtained for you does not meet our minimum requirements.
  4. We have identified an error in the price or description of the Product.
  5. We are unable to meet a delivery deadline you have specified.
  6. For any other reason at our absolute discretion.
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.
OUR PRODUCTS
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.
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.
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. If we are making the Product to measurements you have provided us, you are responsible for ensuring that the measurements you provide are correct.
5. Please note: The packaging of the Product may vary from that shown in images on our website.
YOUR RIGHTS TO MAKE CHANGES
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.
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.
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 10).
OUR RIGHTS TO MAKE CHANGES
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.
2. We may change a Product:
  1. To reflect changes in relevant laws and regulatory requirements.
  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.
PROVIDING THE PRODUCTS
1. During the order process we will let you know when we will provide the Products to you:
  1. If the Products you are purchasing are Goods, we will provide an estimated delivery date (“Delivery Deadline”).
  2. If we are providing one-off Services, we will begin Services on the date we accept your order.
  3. If we are providing ongoing Services or a subscription to receive Products, we will tell you during the order process when and how you can end the Agreement. We will supply the Products to you until:
    1. The Services are completed, or the subscription expires.
    2. You end the Agreement in accordance with Clause 10.
    3. We end the Agreement by written notice in accordance with Clause 15.
2. We may need certain information from you so that we can supply the Products to you. For example (but not limited to) measurements, graphics, logos, consents, etc. 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 15.3 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.
3. 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.
DELIVERY AND COLLECTION
1. You own the Goods once we have received payment in full, however, Goods will only be your responsibility from the time:
  1. We deliver the Goods to the address you gave us.
2. The delivery cost of the Goods you purchase will be as displayed to you on our website.
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.
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.
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 15.3 will apply.
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:
  1. We have refused to deliver the Goods.
  2. Delivery within the Delivery Deadline was essential (considering all the relevant circumstances at the time the Agreement was entered into).
  3. You told us before we accepted your order that delivery within the Delivery Deadline was essential.
If you do not wish to treat the Agreement as at an end under Clause 8.7, 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.
If you wish to treat the Agreement as at an end under Clause 8.7, 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.

WE MAY SUSPEND THE SUPPLY OF PRODUCTS
1. We may suspend the supply of a Product to:
  1. Deal with technical problems or make minor technical changes.
  2. Update the Product to reflect changes in relevant laws and regulatory requirements.
  3. Make changes to the Product as requested by you or notified by us to you (see Clause 6).
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.
3. If you do not pay us for the Products on the date you are required and you still do not make payment after we remind 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 17.10).
4. As well as suspending the Products, we may also charge you interest on your overdue payments (see Clause 17.9).
YOUR RIGHTS TO END THE CONTRACT
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:
  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 16).
  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:
    1. We have told you about an upcoming change to the Product or to these terms which you do not agree to (see Clause 6).
    2. 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.
    3. There is a risk that supply of the Products may be significantly delayed (to be determined at X Y Workwear’s absolute discretion) because of events outside our control.
    4. We have suspended the supply of the Products for technical reasons or we notify you of our plans to suspend them for technical reasons.
    5. You are exercising your legal right to end the Agreement because of something we have done wrong (see Clause 8.7).
  3. 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 11).
  4. In all other cases where we are not at fault and there is no right to change your mind, see Clause 11.4 and Clause 11.5.
YOUR RIGHT TO CHANGE YOUR MIND
1. If you are a business placing an order for non-bespoke or non-designed goods, you have no right to cancel your order once the order has been placed.
2. If you are a consumer ordering non-bespoke or non-designed goods, 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.
3. You do not have the right to change your mind in respect of:
  1. Services, once these have been completed, even if the cancellation period is still running.
  2. Products sealed for health protection or hygiene purposes once these have been unsealed after you receive them.
  3. Services provided for bespoke or designed goods and services. By placing this order you agree to explicitly waive any right you have to cancel.
  4. Any Products which become mixed inseparably with other items after their delivery.
4. How much time you have to change your mind depends on what you have ordered and how it is delivered:
  1. If you are a consumer and have bought Services, you have 14 days after the date we email you to confirm we accept your order. However, once we have started the Services, you cannot change your mind, even if the period is still running.
  2. If you are a consumer and have bought non-personalised Goods, you have 14 days after the date you, or someone you nominate, receive the Goods, unless:
    1. 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.
    2. 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.
5. Even if we are not at fault and you do not have a right to change your mind (see Clause 10.1), you can still end the Agreement before it is completed, but you may have to pay us compensation as set out in Clause 11.6. When the Agreement is considered complete:
  1. A contract for Goods is completed when the order is paid for and delivered.
  2. A contract for Services is completed when we have finished providing the Services and you have paid for them.
6. 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:
  1. We may end the Agreement immediately and refund any sums paid by you for Products not provided.
  2. 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.
  3. 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.
  4. We may offer an alternative resolution at our absolute discretion.
HOW TO END THE CONTRACT WITH US
1. To tell us you want to end the Agreement with us, please let us know by doing one of the following:
  1. Call our customer services on [ENTER NUMBER TBC] with your order number at hand.
  2. Email us at Customerservice@xyworkwear.com. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number.
  3. Write to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU, trading as X Y Workwear. 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.
RETURNING PRODUCTS AFTER TERMINATION OF CONTRACT
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 the following:
  1. Post them back to us at XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. We may at our discretion pay the costs of return, if:
  1. The Products are faulty or misdescribed.
  2. You are ending the Agreement because we have told you of an upcoming change to the Product or to these terms.
  3. You are ending the Agreement because we made an error in pricing or description.
  4. There was a delay in delivery due to events outside our control.
  5. You have a legal right to end the Agreement as a result of something we have done wrong.
4. If Clause 13.3 applies, please contact us for a returns label.
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.
REFUNDS
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.
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.
3. We do not provide a refund for delivery costs. You must bear the cost of returning any Products.
4. We may make deductions from the refund due to you:
  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.
  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.
OUR RIGHTS TO END THE CONTRACT
1. We may write to you to let you know that we are going to stop providing the Product. We will let you know 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.
2. We may end the Agreement for a Product at any time by writing to you, if:
  1. You do not make any payment to us when it is due, and you still do not make payment after we remind you that payment is due.
  2. You do not, within a reasonable time of our request, provide us with information that is necessary for us to provide the Products.
  3. You do not, within reasonable time, allow us to deliver the Products to you or collect them from us.
  4. You do not, within a reasonable time, allow us access to your premises to supply the Services.
  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.
  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.
3. If we end the Agreement in the situations set out in Clause 15.2, we will refund any money you have paid in advance for the Products we have not provided, but we may deduct or charge you.
IF THERE IS A PROBLEM WITH THE PRODUCT
1. If you have any questions or complaints about the Product, please contact us. You telephone our customer service team at [ENTER TELEPHONE NUMBER TBC] or write to us at Customerservice@xyworkwear.com or to XY Workwear LTD, Unit 23, Brownlow Business Park, Tennyson Street, Bolton, England, BL1 3HU.
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.
3. If you have purchased Goods:
  1. The Consumer Rights Act 2015 says Goods must be as described, fit for purpose, and of satisfactory quality.
  2. If the Goods we have supplied to you are faulty, you are entitled to up to 30 days to return them and receive a refund.
  3. If the Goods cannot be repaired or replaced, you are entitled to a full refund, in most cases.
  4. If the Goods do not last a reasonable length of time, you may be entitled to some money back.
4. If you have purchased Services:
  1. You can ask us to repeat or fix a Service if it is not carried out with reasonable care and skill or may be able to get some or all of your money back.
  2. If you have not agreed a price beforehand, what you are asked to pay must be reasonable.
  3. If you have not agreed a time beforehand, it must be carried out within a reasonable time.
5. If you wish to exercise your legal rights to reject Products, you must return them (see Clause 14).
PRICE AND PAYMENT
1. The price of the Product is the price indicated on the order pages when you placed your order (“Stated Price”). Our charges exclude VAT which will be added to our invoice at the applicable rate.
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.
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.
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.
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].
6. We accept payment with all debit/credit cards.
7. When you must pay depends on what Product you are buying:
  1. You must pay for the Goods at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
  2. You must pay for Services at the time of ordering before we dispatch them unless otherwise agreed in writing in advance by X Y Workwear.
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.
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.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
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.
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.
3. We are not responsible for any loss or damage that is not Foreseeable.
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.
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:
  1. Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
  2. Fraud or fraudulent misrepresentation.
6. 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.
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.
HOW WE MAY USE YOUR PERSONAL INFORMATION
1. We will only use your personal information as set out in our Privacy Policy: [INSERT LINK TO PRIVACY POLICY].
TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS
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.
2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
THIRD PARTY RIGHTS
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.
TIME OF THE ESSENCE
1. Time is not of the essence for any of X Y Workwear’s obligations under this Agreement, including meeting any dates specified +.
2. Where X Y Workwear’s specifies a particular date for the client to provide instructions or particular pieces of information necessary for X Y Workwear’s to complete any or part of the Services or Deliverables, the Client understands that time is of the essence in relation to those dates.
SEVERANCE
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.
DELAYS IN ENFORCING THIS CONTRACT
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.
GOVERNING LAW
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. Except, if you live in Scotland, you may bring legal proceedings in respect of the Products in either the Scottish or the English courts, and if you live in Northern Ireland, you may bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.
ALTERNATIVE DISPUTE RESOLUTION
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.
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.

Sales Agreement

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

BACKGROUND

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

CONTENTS

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

BACKGROUND

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

CONTENTS

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

BUSINESS TERMS AND CONDITIONS

This Agreement is made between:

BACKGROUND

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

CONTENTS

BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

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