Opendesk - Terms of Service

Last Update: 22/05/2019

OPENDESK – TERMS OF SERVICE (the “Terms”)

1 THESE TERMS

1.1 What these Terms cover. These are the terms and conditions on which we supply our Services (as defined below) to you, in order to:

(a) connect you with a Manufacturer who can supply you with Manufacturer Goods and Services (including the Products);
(b) provide you with Tailoring Services where we choose to offer these to you, for designs matching your Tailoring Specification;
(c) sell you Third-Party Goods where we choose to offer these to you; or
(d) provide you with downloadable MIY Documents where the designer has made these available, for you to produce products yourself for your personal use.

Except in the case of the Tailoring Services, Third-Party Goods, MIY Documents, and the Quoting Spec and Manufacturing Spec we prepare and issue to your chosen Manufacturer on your behalf upon each order for Products, and unless otherwise stated under these Terms, in supplying the Services we will be acting as an authorised agent in the name of and on behalf of the Manufacturer.

1.2 Why you should read these Terms. Please read these Terms carefully in accordance with:

(a) Our Website Terms of Use; and
(b) Our Privacy Policy,

before you create your Account, download any MIY Documents, and/or submit your order through our Website or otherwise to us.

1.3 These Terms tell you who we are; what Services we provide to you; how you can order Manufacturer Goods and Services (including the Products) from Manufacturers in our network (or from us, promoting and selling the Products in the name of and on behalf of the Manufacturer); how you and the Manufacturer may enter into, change or end a Contract for Manufacturer Goods and Services; how you and we may change or end our agreement under these Terms or under the relevant Contract for Design Services; how you can order Third-Party Goods from us (where available); what to do if there is a problem; and other important information. If you think that there is a mistake in these Terms, please contact us directly to discuss the issue by emailing support@opendesk.cc.

1.4 Where you place an order for Products with us, which we promote and sell in the name of and on behalf of the Manufacturer, that order and the related contract between you and the Manufacturer for supply of the Products and any related goods and/or services of the Manufacturer shall be governed by the Manufacturer’s Standard Supply Terms, a copy of which shall be issued to you by the Manufacturer (or by us, acting on behalf of the Manufacturer) prior to concluding a contract with you. For the avoidance of doubt, except in the case of the Tailoring Services (where we shall be liable to you for our supply of any Tailored Documents in accordance with clause 12.2), and except for our obligation to provide our Services using reasonable care and skill in accordance with clause 5.2 (including in preparing the Quoting Spec and the Manufacturing Spec and any associated Design Documents for issue to the Manufacturer on your behalf), unless otherwise stated in these Terms and/or agreed with us in writing when you place your order for Manufacturer Goods and Services, under no circumstances shall we be directly responsible or liable to you for any breach, act or omission, or any damages of any kind howsoever arising, under a Contract for Manufacturer Goods and Services. In particular, under no circumstances shall we be directly responsible or held liable for supply of any of the Products or any other goods and/or services of the Manufacturer.

1.5 Please note that before creating an Account, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to create an Account, use our Services, or submit an order to us.

1.6 We may amend these Terms from time to time as set out in clause 20. Every time you wish to submit an order or download MIY Documents, please check these Terms along with:

(a) in the case of an order, the terms (insofar different to these Terms) of:

(i) the relevant Contract for Manufacturer Goods and Services in the case of Products; or
(ii) the relevant Contract for Design Services in the case of Tailoring Services; or
(iii) the relevant Contract for Third-Party Goods in the case of Third-Party Goods; and

(b) in the case of a download of MIY Documents, the relevant license agreement indicated on the Website and/or accompanying your downloaded documents,

to ensure you understand the terms and conditions that will apply at that time. By proceeding to place an order with us and/or proceeding to download MIY Documents, you are indicating your acceptance of these Terms, the terms of the relevant Contract, and any associated MIY Document license as applicable.

1.7 Important information regarding these Terms and any Contract under this agreement. The main purpose of these Terms is to outline our Services to you, to allow you to place enquiries and orders through our Website or otherwise to us or to Manufacturers, and to explain how you will enter into further contracts with the Manufacturer (for the supply of Manufacturer Goods and Services) or with us (for the supply of Tailoring Services or the supply of Third-Party Goods). When you enter into a Contract with a Manufacturer for Manufacturer Goods and Services, or into a Contract with us for supply of Tailoring Services or Third-Party Goods as applicable, in the event of any conflict between these Terms and the provisions of the relevant Contract, the provisions of the Contract shall govern and take precedence in any and all respects. By submitting your order, you agree that the Manufacturer or we as the case may be, shall not be held to any terms herein that conflict with the relevant Contract.

1.8 Important information regarding the MIY Documents. MIY Documents are hosted on our Website on behalf of third-party designers and provided to you to be used ‘at your own risk’ to produce products for your personal use. Any MIY Documents hosted on our Website (or otherwise obtained by you) will not necessarily match any Quoting Spec or Manufacturing Spec provided to Manufacturers by us under an order for Manufacturer Goods and Services, nor are MIY Documents guaranteed to match any other specifications quoted by us (or provided by you to us) via our Website or otherwise. We, the designers, and Manufacturers in our network take no responsibility for your usage of any MIY Documents and neither we, nor the designers, make any representation or warranty in respect of the MIY Documents and any relationship these may or may not bear to the Design Patterns, nor to any Products produced in accordance with the MIY Documents under these Terms or the terms of the Contract for Manufacturer Goods and Services. By proceeding to download MIY Documents, you acknowledge and agree that:

(a) you shall indemnify and hold us, our Manufacturers and designers harmless from and against any losses, costs, liabilities, damages, claims and expenses of any kind or character, howsoever arising (including in respect of any damage to property or injury to person, or any legal fees and costs), that you or any third party may incur in respect of your usage of the MIY Documents or any resultant products manufactured from the MIY Documents;
(b) you expressly waive, to the fullest extent possible under the law, any express or implied rights that you may have (whether under these Terms or under the law) in respect of your usage of the MIY Documents and any resultant products manufactured from the MIY Documents; and
(c) you will comply with the terms of any design right and/or copyright license accompanying your download of MIY Documents and you shall indemnify us and our Manufacturers against any action of the designer caused by your breach of those terms.

1.9 Important information regarding the Products. All of the Products are manufactured to order, based on the specification you provide when placing your order with your chosen Manufacturer (which may include a specification for your chosen dimensions, materials, accessories, and/or any other types of options presented to you). Since every Product is produced to order in this way, the Products under these Terms are defined as Personalised Goods and you do not get the same rights and protections under the law that you would get when ordering a mass-produced (‘stock’) item from a traditional supplier. Neither we, nor the Manufacturer are set up to manage stock, warehousing or logistics in our normal course of business and you should be aware that, except as set out under these Terms and the terms of the relevant Contract for Manufacturer Goods and Services, neither we nor the Manufacturer are under any duty to provide a returns policy to you in respect of the Products. Notwithstanding the above, unless otherwise agreed between you and the Manufacturer, the Manufacturer will provide you with a 12-month warranty on its workmanship under its Standard Supply Terms. To ensure you fully understand the Manufacturer’s obligations and your rights in respect of the Products, please carefully read these Terms, along with the Manufacturer’s Standard Supply Terms prior to placing your order.

2 DEFINITIONS

“Account Details” any information held by us about you, which is submitted by you when (or after) you create an Account;

“Account” Your account for the use of our Website and/or Services, as registered on our Website by you or by us acting on your behalf and instruction;

“Bank” Barclays Bank PLC, or any other bank of the Manufacturer or us that the Manufacturer or we use, as notified by us to you from to time;

“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Collection Date” the date specified for collection of the Products in accordance with clauses 9.1 and 9.2;

“Consumer” an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession;

“Contract” the Contract for Manufacturer Goods and Services, or the Contract for Design Services, or the Contract for Third-Party Goods as the case may be or as the context requires;

“Contract for Manufacturer Goods and Services” the contract between you and the Manufacturer (not to be confused with these Terms or any other type of contract to be formed under these Terms), which unless otherwise agreed shall be based on the Standard Supply Terms and which is concluded when you order Products and any other related goods and/or services from the Manufacturer (or from us acting as an authorised agent in the name of and on behalf of the Manufacturer), in accordance with clause 7.2;

“Contract for Design Services” the contract between you and us (not to be confused with these Terms or any other type of contract to be formed under these Terms) concluded when you order Tailoring Services from us in accordance with clause 7.3;

“Contract for Third-Party Goods” the contract between you and us (not to be confused with these Terms or any other type of contract to be formed under these Terms) concluded when you order Third-Party Goods from us, in accordance with clause 7.4;

“Delivery Charges” any delivery and assembly fees charged by the Manufacturer for the packaging, delivery and/or assembly of the Products and/or related goods, as communicated in writing to you when you place your order;

“Delivery Date” the date specified for delivery of the Products in accordance with clauses 9.1 and 9.2;

“Design Documents” all the design documents, excluding the MIY Documents, that relate to the Products available on our Website or otherwise sold to you by us on behalf of the Manufacturer, which are prepared by us to the specification provided by you when you place an enquiry or an order for Products with your chosen Manufacturer, or which are produced by us as Tailored Documents when you order Tailoring Services from us;

“Design Patterns” any design patterns and design-intent information hosted on the Website or otherwise presented to you prior to you placing your order for products (including any information in any sales brochures and marketing materials and information on the relevant design listings pages of the Website such as photography, renders, material-swatches or descriptive texts, but excluding the MIY Documents), which are used for illustrative purposes to describe the types of products being offered by the Manufacturer, and following which you may provide us with a specification for the products you wish to order from the Manufacturer (including any choices of material and/or dimensions), which shall form the basis of any specification we will issue to the Manufacturer on your behalf and the resultant products that will be manufactured by the Manufacturer in accordance with that specification;

“Intellectual Property Rights” any copyright, neighbouring and related rights, registered design and design rights, patents, utility models, rights to inventions, trade marks 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 unfair competition, database rights, rights to use, and protect the 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 the future in any part of the world;

“Manufacturer” any commercial computer numerical control (CNC) based manufacturer of wooden products that is registered on our Website and wants to supply items of CNC-based wooden furniture and any other related goods and services to you, in accordance with these Terms and the terms of any related contract between you and the given manufacturer;

“Manufacturer Goods and Services” any goods and services (including the Products) to be supplied to you by the Manufacturer you choose under these Terms and the terms of the relevant Contract for Manufacturer Goods and Services. Manufacturer Goods and Manufacturer Services shall be defined accordingly;

“Manufacturing Spec” the specification (including the relevant Design Documents and Technical Information) that is prepared by us to your Specification, and which is issued by us to the Manufacturer on your behalf when you place an order for Manufacturer Goods and Services and according to which the Manufacturer will manufacture the Products;

“MIY Documents” any ‘Make-It-Yourself’ design documents (not to be confused with any other design documents issued by us to the Manufacturer or otherwise obtained by the Manufacturer on our instruction for the purposes of quoting on or manufacturing products you order under these Terms), which can be downloaded from our Website under the corresponding design listings pages and which are made available by the designer for you to produce products for your personal use, subject to clause 1.8 and any design and/or copyright license terms provided with your download;

“Opendesk” Our trading name;

“Opendesk Job Number” the reference number or code to be applied to your enquiry or order by us in accordance with clauses 6.6 and 7.11;

“Personalised Goods” any goods, including the Products, that are made to your specifications or are clearly personalised, within the meaning of section 28 of The Consumer Contracts (information, Cancellation and Additional Charges) Regulations 2013;

“Price” the Product Price and/or the Tailoring Fee and/or the price of any Third-Party Goods, as the case may be;

“Products” any products manufactured by the Manufacturer you choose when you place your order, which are based on the illustrative Design Patterns and/or designs we produce for you when you order Tailoring Services from us (but excluding any products based on the MIY Documents) and which shall be manufactured by the Manufacturer in accordance with the specification that you provide on our Website or otherwise when you place your order and the respective manufacturing specification that is prepared and issued by us to the Manufacturer on your behalf;

“Product Price” the price payable for the manufacture of the Products, including any fees due to the designer and to us but excluding any Delivery Charges;

“Quoting Spec” the specification (including the relevant Design Documents and Technical Information) that we prepare on your behalf and issue to Manufacturers for quoting when you place an enquiry for Products, which shall be based on your Specification;

“Services” has the meaning given in clause 5.2;

“Specification” your Specification for Goods and Services, and/or your Tailoring Specification, and/or your specification of any Third-Party Goods as the case may be or as the context requires;

“Specification for Goods and Services” any instructions and specifications for the manufacture and supply of the Products and any related goods and/or services of the Manufacturer, as communicated by you to us when you place your enquiry or your order for Manufacturer Goods and Services, and according to which we shall prepare the Quoting Spec and Manufacturing Spec on your behalf;

“Standard Supply Terms” the standard supply terms of the Manufacturer as set out on our Website, and/or as otherwise communicated in writing to you when you place your enquiry or order for Manufacturer Goods and Services, and as attached to the quote and/or order confirmation provided to you by the Manufacturer (or by us on behalf of the Manufacturer);

“Tailoring Services” any design services where we charge you a fee to produce Tailored Documents;

“Tailored Documents” any design documents that are produced by us to your order and specification, which will typically relate to any design work required to accommodate any customisations that you have requested and/or any other options you have selected that are not inherent in the existing documents and models of the Design Patterns; and/or any other requirements you have which would require additional design work to be undertaken prior to the Manufacturer being able to accept an order for products, as notified by us to you;

“Tailored Products” any products that you order from the Manufacturer of your choice, which are manufactured in accordance with the Tailored Documents we produce when you order Tailoring Services from us;

“Tailoring Fee” the price payable to us for the Tailoring Services;

“Tailoring Specification” any instructions and specifications that you provide to us when ordering Tailoring Services, which will typically include specifications for dimensions and/or materials of the Tailored Products, and according to which we will produce the Tailored Documents to order;

“Technical Information” all know-how, experience, drawings, designs, circuit diagrams, manufacturing instructions and all other technical information which relates to the manufacture or supply of the Products, which will be provided by us to the Manufacturer once you have placed your order with the Manufacturer;

“Third-Party Goods” any goods, excluding the Products and any other Manufacturer Goods, which we source from third-party suppliers and sell to you under these Terms and the relevant Contract;

“We”, “us”, or “our” Fabbed Limited, trading as ‘Opendesk’, a company incorporated and registered in England and Wales under company number 08311674 whose registered office is at 2nd Floor, 217 Mare Street, London E8 3QE, UK;

“Website” www.opendesk.cc or any other website operated and specified by us in writing and/or made use of by us for the purposes of provided our Services and fulfilling our obligations under these Terms;

“You” or “your” You, the business or Consumer who wishes to use our Services and/or place an order with a Manufacturer under these Terms, or anybody who in our reasonable opinion is acting to represent you with your authority.

3 INFORMATION ABOUT US AND HOW TO CONTACT US

3.1 Who we are. We are Opendesk, a company registered as Fabbed Limited in England and Wales. Our company registration number is 08311674 and our registered office is at 2nd Floor, 217 Mare Street, London E8 3QE, UK. Our registered VAT number is 189924053.

3.2 We are an authorised Agent. We promote and sell certain Manufacturer Goods and Services in the name of and on behalf of the Manufacturer, including sales of the Products.

3.3 How to contact us. You can contact us by telephoning our customer service team at +44 20 8986 9063 or by emailing us on support@opendesk.cc or writing to us at Fabbed Limited, 2nd Floor, 217 Mare Street, London E8 3QE, UK.

3.4 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or in your Account Details.

3.5 “Writing” includes emails. When we use the words “writing” or “written” in these Terms, this includes emails.

4 ACCOUNT REGISTRATION AND YOUR USAGE OF OUR WEBSITE

4.1 Account registration. In order to use our Services you must register and create an Account. Upon completing the registration process on our Website or as otherwise directed by us (which will typically require you to register an email address and choose a password), the Account will be created. We may send you a notification to the email address registered by you to confirm your registration and username and we will assign you with an account number.

4.2 Our use of your personal data. You acknowledge and agree that we may use your personal data (as shared and stored via your Account or otherwise stored by us) in accordance with clause 21.

4.3 Access to your Account. Your Account shall only be accessed by you and shall not be transferred to any third party. In the event that a third party accesses the Account due to you having provided that party with any of your Account Details, you shall be liable for that third party’s access.

4.4 Confidentiality. You are responsible for: (i) maintaining the confidentiality of your password and username; (ii) subject to clause 4.3 above, not permitting third parties to use your Account; (iii) not using the Accounts of other users; (iv) refraining from transferring your Account to a third party; (v) immediately notifying us via email at support@opendesk.cc if you have any suspicion of unauthorised use of your password or your Account or any other breach of security.

4.5 Account Details. You must not provide false Account Details, which may include but are not limited to your name, email address, credit or debit card details, age or location. You warrant that the email address with which you register your Account is an active, valid email address controlled by you.

4.6 Our reasonable opinion. We have the right to open and activate, re-activate or disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

5 SERVICES

5.1 What we offer to you. By using our services, you can:

(a) select Design Patterns in the Website (or as otherwise presented by us to you on behalf of Manufacturers in our network); provide us with a Specification for the Products you wish to order, based on the Design Patterns and the specification you provide in respect of dimensions, material finishes, accessories, and/or any other types of options presented to you, and/or based on any Design Documents we produce when you order Tailoring Services from us; and place enquiries with Manufacturers to receive quotes for the Products;
(b) select a quote and place an order to purchase the Products (and any other Manufacturer Goods and Services) from your chosen Manufacturer, in accordance with these Terms and the Standard Supply Terms of the Manufacturer, according to which the relevant goods and services are sold to you;
(c) place an order with us for Tailoring Services, following which we will produce Design Documents to your Specification, according to which you will then be able to order Tailored Products from the Manufacturer in accordance with (a) and (b);
(d) place an order with us for Third-Party Goods, which we will procure from third-party suppliers and sell to you directly; or
(e) download MIY Documents from our Website in order to make products yourself for your personal use, under the terms of the licence accompanying the relevant download.

5.2 Our Services. We will use reasonable skill and care to:

(a) provide, operate and host the Website;
(b) handle your enquiry and prepare a Quoting Spec for the Products on your behalf for issue to Manufacturers;
(c) receive any quotations from Manufacturers, issue the same to you in a timely manner, and handle placement of any order you wish to place with your chosen Manufacturer accordingly;
(d) prepare a Manufacturing Spec for the Products on your behalf, issue the same to the Manufacturer with your order, and act on behalf of the Manufacturer in accepting any such order as instructed by it;
(e) unless otherwise agreed under the order, issue invoices to you on behalf of the Manufacturer for the purchase of the Manufacturer Goods and Services, receive payment for the same, and notify the Manufacturer about receipt of payment;
(f) forward any notices and other communications under the Contract between you and the Manufacturer in a timely manner;
(g) handle any order from you for Tailoring Services, produce the respective Design Documents and Technical Information in conformity with your Tailoring Specification, make any such documents available for download or issue as soon as reasonably practicable after receipt of full payment, and, upon your instruction, issue the same to Manufacturers in accordance with (b) to (e); and
(h) handle any order from you for Third-Party Goods, place any such order with our suppliers, and work with our suppliers to deliver the Third-Party Goods to you in a timely manner, under the terms of the relevant Contract.

(the “Services”):

5.3 Capacity and age requirements. By placing your order through our Website or otherwise with us, you warrant that you are legally capable of entering into a binding Contract and that you are at least 18 years of age. We will not provide our Services to you, and you cannot order Products (or any other goods and/or services) from us or the Manufacturer, if you do not satisfy these requirements. If you do not satisfy these requirements, please do not attempt to use our Services.

5.4 Authority requirement. If you are using our Services on behalf of a business, you confirm that you have authority to bind that business.

6 YOUR ENQUIRY

6.1 Your choice of Services and your selection. By using our Services, you shall be able to select in our Website (or by any other means of communication we may reasonably use to contact you from time to time) the Design Patterns of your choice and the Manufacturer of your choice, and to provide us with a Specification for the Products you wish to receive from the Manufacturer, which shall be based on the illustrative Design Patterns and the specific choices you make when selecting designs and placing your enquiry, and/or on any other specification agreed in writing between you and us. Following acceptance of your enquiry (the “Quote-Request”) by the Manufacturer and receipt of a quotation for the Products, you shall then be able to place an order for the Products, along with any other Manufacturer Goods and Services that you wish to receive from the Manufacturer in accordance with section 7 below. You may also be invited (as communicated on the Website or as otherwise communicated by us to you before you place your Quote-Request), to provide us with a Tailoring Specification for any Tailoring Services that you wish to order from us (which will typically include for any custom dimensions and/or any custom material finishes not otherwise encapsulated in the Design Patterns), and/or to select any Third-Party Goods that you wish to order from us.

6.2 Subject to availability. All Products are offered subject to availability from the Manufacturer. Our offer of Tailoring Services and Third-Party Goods is subject to availability from us (or our third-party suppliers respectively) and, in the case that no such option is offered by us to you via the Website or otherwise, you shall not be able to order Tailoring Services or Third-Party Goods accordingly.

6.3 How your enquiry for Manufacturer Goods and Services will be processed by us. In order for us to find you a Manufacturer to manufacture your Products, you will first be required to place a Quote-Request via our Website or contact us directly by any other means in writing. Unless otherwise instructed by you, we will proceed to process your Quote-Request on the basis that you wish to receive quotes from one or more local manufacturers able to deliver to the delivery address you provided when placing your Quote-Request. We will prepare a Quoting Spec on your behalf and use our reasonable endeavours to procure up to three quotes from local Manufacturers, subject to their availability. Once we have been provided with the Manufacturers’ quotes, we will, on behalf of the Manufacturers, forward you the respective sales-quotes (which shall include the price of the Products, together with any design fees due to the designer and any handling fees due to us, plus any delivery charges and any fees for any other related goods and/or services you may have chosen to buy from the Manufacturer and any transaction fees if applicable, along with any related value-added or sales tax thereon if you are a Consumer), together with a copy of the Standard Supply Terms of the Manufacturer on which your Contract with the Manufacturer will be based. We will also notify you of any down-payment required to secure your order. You will then be required to choose from the Manufacturers and corresponding sales-quotes we provide to you and you may place your order by responding to us by the method instructed by us when you received the relevant sales-quote, indicating your acceptance of the sales-quote in writing.

6.4 How your enquiry for Tailoring Services will be processed by us. In the case that we have made an offer of Tailoring Services to you, you will be invited to provide us with a Specification for the respective products you wish to have tailor-designed in a format to be notified by us to you when you place your enquiry. Typically, this will include specifying the dimensions you wish to have the final product made to and, in some cases, choosing the materials you wish to have the product manufactured from. We reserve the right to limit such choices to reasonably ensure the viability of your request (for example, to limit the choice of material- or dimensional-options available to you to a given range). Upon receipt of your specification we will then provide you with a quotation for undertaking the relevant design services (which will include any value-added or other sales tax thereon if you are a Consumer), together with any specific terms that will apply to our Contract with you for supply of services. You may place your order by responding to us by the method instructed by us when you received your quote, indicating your acceptance of the quote in writing.

6.5 How your enquiry for Third-Party Goods will be processed by us. In the case that we have made an offer of Third-Party Goods to you, we will provide you with a list of products in the offer, notifying you of the respective third-party suppliers from whom we will source the products. You will be invited to select from the available products (specifying any associated options where available, as communicated by us to you) and we will then provide you with a quotation for supply of the respective products (which will include any value-added or other sales tax thereon if you are a Consumer), together with any specific terms that will apply to our Contract with you for supply of goods. You may place your order by responding to us by the method instructed by us when you received your quote, indicating your acceptance of the quote in writing.

6.6 Your enquiry number. We will assign an Opendesk Job Number to your enquiry and tell you what it is when we accept your enquiry. It will help us if you can state your Opendesk Job Number whenever you contact us about your enquiry.

6.7 Any quote shall be regarded as an ‘invitation to treat’. Unless otherwise stated, any quote provided by us to you shall be non-binding, pending acceptance of the quote and placement of an order by you. Acceptance of your order shall be regarded as binding on the Manufacturer (in the case of Manufacturer Goods and Services, including the Products) and on us (in the case of Tailoring Services or Third-Party Goods), subject to these Terms and the relevant Contract.

6.8 Your right to change your mind about an enquiry. You shall have the right to make any changes to your enquiry in respect of the Tailoring Services, the number, type and Specification of any Products or any Third-Party Goods, or to notify us that you wish to cancel your enquiry, at any time prior to you placing your order. Following acceptance of your order by the Manufacturer (in the case of the Products), or us (in the case of Tailoring Services or Third-Party Goods) you may be liable for some costs, in accordance with clause 14.6 and the terms of the relevant Contract. To notify us of a change or cancellation of your enquiry please contact us in writing by replying to the email you received when you received your enquiry confirmation.

7 YOUR ORDER

7.1 How your order for Manufacturer Goods and Services will be processed by us. We will send you a notification to let you know that we have received your order. This means we are processing your order and that we will be forwarding your order for Manufacturer Goods and Services (including the Products) to your chosen Manufacturer. It does not necessarily mean that your order has been accepted.

7.2 How your order for Manufacturer Goods and Services will be accepted. Acceptance of your order for Manufacturer Goods and Services (including the Products) will take place when we, acting in the name of and on behalf of the Manufacturer, email you to accept your order. Upon acceptance of your order we will notify you whether a down-payment is required and whether the order contract shall be concluded by you and us (acting on behalf of the Manufacturer) or by you and the Manufacturer directly. You shall receive an invoice (either on the Website or by email or post) from us or the Manufacturer respectively, along with a copy of the Standard Supply Terms of the Manufacturer, at which point (and subject to receipt of any down-payment), a Contract for Manufacturer Goods and Services will come into existence between you and the Manufacturer. Except as otherwise stipulated under the relevant Contract, the Contract for Manufacturer Goods and Services will end immediately after delivery of the Manufacturer Goods and Services by the Manufacturer to you, as specified in the order, or (in the case of Manufacturer Goods) when you or a carrier organised by you collect the goods from the Manufacturer’s premises (whichever applies).

7.3 How your order for Tailoring Services will be accepted. Our acceptance of your order for Tailoring Services will take place when we email you to accept it. Upon acceptance of your order we will notify you if any down-payment is required and issue you with an invoice, together with any specific terms that will apply to our contract with you for supply of design services, at which point (and subject to receipt of any down-payment) a Contract for Design Services will come into existence between you and us.

7.4 How your order for Third-Party Goods will be accepted. Our acceptance of your order for Third-Party Goods will take place when we email you to accept it. Upon acceptance of your order we will notify you if any down-payment is required and issue you with an invoice, together with any specific terms that will apply to our contract with you for supply of goods, at which point (and subject to receipt of any down-payment) a Contract for Third-Party Goods will come into existence between you and us for supply of the relevant goods.

7.5 We and/or the Manufacturer are not obliged to accept your order. Whilst we and the Manufacturer shall use our best endeavours to accept your order, neither we nor the Manufacturer shall be under any obligation to do so. If the Manufacturer or we are unable to accept your order for Manufacturer Goods and Services, Tailoring Services, or Third-Party Goods as applicable, we will inform you of this in writing and will not charge you for the respective goods and/or services, or, in the case that you have already made a down-payment, you will be refunded the full amount paid. Rejection of your order may occur because your chosen Manufacturer is not able to offer the Manufacturer Goods and Services ordered by you according to your Specification; because we are unable to provide you with the Tailoring Services requested by You; because our suppliers are unable to provide us with the Third-Party Goods requested by You; because the Manufacturer cannot meet your requested delivery date; because we have identified an error in the price or the description of the Products, Tailoring Services, or Third-Party Goods; because you have not agreed to pay an invoice for down-payment, your payment has not been authorised, or an invoice has not been paid in accordance with any specified payment terms; or because of any other reason whatsoever.

7.6 How we handle your order for Manufacturer Goods and Services. After the Manufacturer (or we, acting on behalf of the Manufacturer) accepts your order (and subject to receipt of any down-payment), we will arrange for your Products (and any other related goods) to be made by the Manufacturer selected by you, in accordance with the Design Pattern and/or any Tailored Documents we produce when you order Tailoring Services from us as applicable, together with the Specification you provided when placing your order.

7.7 How we handle your order for Tailoring Services. After we accept your order for Tailoring Services (and subject to receipt of any down-payment) we will begin working on the relevant design documents in accordance with the Tailoring Specification you provided to us when you placed your Order. In order to ensure any Tailoring Services are provided in accordance with your Tailoring Specification and any associated design intent, we may issue you from time to time with interim documents for sign-off as we undertake this work. When we have completed the work, we will issue you with a final set of Tailored Documents for sign-off and you shall be required to respond in writing, either accepting the Tailored Documents (whereupon if the Tailored Documents relate to an order for Products, we will proceed to request quotes of the Products or issue the relevant documents to your chosen Manufacturer as applicable), or rejecting the Tailored Documents and providing relevant feedback if you believe these are not in accordance with your Tailoring Specification. In the case of a rejection of the Tailored Documents we will immediately undertake an internal review, you and we shall negotiate in good faith, and you agree to give us a reasonable extension of time to rectify the issue if we are found to be at fault due to any ambiguity or conflict in the Tailoring Specification you provided to us.

7.8 Orders that include both Tailoring Services and Manufacturer Goods and Services. In the case that you have placed an order (or concurrent orders) for both Tailoring Services and Manufacturer Goods and Services, then in all cases where the Products under the order for Manufacturer Goods and Services shall have any dependence on Tailored Documents, and unless otherwise agreed between us under the order, we will undertake the tailoring design work prior to instructing the Manufacturer to begin manufacture of the Products. Any delay in completion of the Tailoring Services caused by you may result in a delay in the delivery of the Products and you agree to hold us and the Manufacturer harmless for any such delay caused by you and to negotiate in good faith with the relevant parties to grant an extension of time under the relevant Contract(s).

7.9 How we handle your order for Third-Party Goods. After we accept your order for Third-Party Goods (and subject to receipt of any down-payment) we will place an order with our suppliers for the relevant goods. Unless otherwise agreed, the third-party supplier shall then be responsible for delivery of the goods to the address you provided when you placed your Order and we will notify you in reasonable time of any delivery date.

7.10 Orders that include both Third-Party Goods and Manufacturer Goods and Services. Unless otherwise agreed under the order(s), under no circumstances shall delivery of Third-Party Goods be contingent on delivery of Manufacturer Goods and Services or vice versa. Where an order (or concurrent orders) includes both Manufacturer Goods and Services and Third-Party Goods, you acknowledge and agree that deliveries may be carried out by multiple parties, on separate delivery dates (unless otherwise agreed under the order), and in instalments accordingly.

7.11 Your order number. We will assign an Opendesk Job Number to your order (or confirm an existing Opendesk Job Number assigned under your enquiry) and tell you what it is when we accept your order. It will help us if you can state your Opendesk Job Number whenever you contact us or the Manufacturer about your order.

7.12 How to amend or cancel your order. Our Website pages will guide you through the steps you need to take to make an enquiry and/or place an order for Manufacturer Goods and Services, Tailoring Services and/or any Third-Party Goods (where available). You may request an amendment or cancellation of your order at any time before delivery of your order for the Products and/or any related goods and services from the Manufacturer, and/or before payment of your order of the Tailoring Services, and/or before we accept your order of Third-Party Goods, by notifying us in writing. After our acceptance of your order any amendments or cancellation will be made subject to the provisions of clause 10 and the terms of the relevant Contract, and you may be liable for costs incurred should you wish to cancel an order after it has been accepted.

7.13 Unless otherwise stated under the Contract, we shall not be party to your Contract with the Manufacturer, save for the purposes of handling payments. For the avoidance of doubt, we shall not be party to any Contract for Manufacturer Goods and Services, save for the purposes of handling payments between you and Manufacturer where this is explicitly agreed under the relevant Contract. Under no circumstances shall we be held liable for any default of the Manufacturer that is not caused by our failure to comply with any of the terms between you and us under this agreement. In the case that we handle payments from you to the Manufacturer we will also handle any split-payments (or withhold any amounts) in respect of any related fees due to designers or to us accordingly.

8 THE PRODUCTS AND DESIGN DOCUMENTS

8.1 Design Patterns are for illustrative purposes only. The Design Patterns on the Website and any design patterns otherwise presented by us to you in any sales brochures or marketing materials prior to you placing your order are for illustrative purpose only and will not necessarily reflect the Products you will receive from the Manufacturer. Actual Products may vary and shall be based on the Specification you provide when placing your order. Design Patterns and/or any other information pertaining to the Products as presented on the Website, in sales brochures and/or in any marketing materials does not form part of any Contract, and whilst reasonable effort has been made to ensure the accuracy of any such information, this cannot be guaranteed and no representation or warranty is made in that regard and all such representations and warranties (whether express, implied or otherwise) are excluded to the fullest extent permitted by law. We reserve the right to make changes to the Design Patterns at any time and without notice, and any such changes will have no impact on any Contract unless otherwise specified to you by us in writing.

8.2 Manufacture of the Products. Unless otherwise communicated to you prior to you placing your order, or otherwise agreed between you and the Manufacturer under your Contract for Manufacturer Goods and Services, we, in the name of and on behalf of the Manufacturer, warrant and represent that the Products supplied by the Manufacturer shall:

(a) fully conform to any Specifications you provide, as set out in the Manufacturing Spec and/or as communicated to you by any other means in writing when you place your order;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Manufacturer or made known to the Manufacturer when you place your order;
(c) be free from defects in material and workmanship and remain so for a period of 12 (twelve) months (the “Warranty Period”) after the Delivery Date or the Collection Date (whichever applicable), unless the Products are accompanied by a specific warranty of the Manufacturer of a different duration, in which case that shall be deemed to be the Warranty Period. If you are a Consumer, this warranty is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described; and
(d) comply with all applicable statutory and regulatory requirements.

8.3 Warranty limitation. The warranty in clause 8.2(c) does not apply to any defect in the Products arising from:

(a) fair wear and tear;
(b) wilful damage, abnormal storage or working conditions, accident, negligence by you;
(c) You failing to operate or use the Products in accordance with the Products’ instructions (where applicable), or failing to follow the Manufacturer’s written instructions as to the storage, installation, commissioning, use or maintenance of the Products, as supplied by the Manufacturer (or us on behalf of the Manufacturer);
(d) any alteration or repair by you or by a third party who is not an authorised repairer of the Manufacturer, without the prior written consent of the Manufacturer;
(e) the Manufacturer following any drawings, designs or specifications supplied by you, which are not in accordance with the Design Documents or Technical Information, or from any personalisation or customisation to the Products made by the Manufacturer on your instruction after placement of your order;
(f) the Products differing from their description or any specification because of changes made to ensure they comply with applicable statutory, regulatory, or health and safety standards; or
(g) the Products differing from their description or any specification because of minor variations in colour and/or finish on any Products described as “hand finished” or “hand painted” in the Design Patterns and/or Manufacturing Spec or otherwise in your Specification, or any Products manufactured from natural materials (including wood and engineered wooden composites), on grounds of reasonable variations in the underlying materials.

8.4 Design Documents. We warrant and represent that:

(a) we are the owner or licensee of any Intellectual Property Rights in the Designs Patterns and Design Documents;
(b) your usage of the Design Documents and your exercise of your rights in respect of the Contract for Design Services does not infringe any third party’s rights; and
(c) the Design Documents comply with all good industry standards and practices and are technically correct, accurate, up to date, complete and relevant to the manufacture and sale of the corresponding Products.

9 DELIVERY / COLLECTION

9.1 Delivery or collection. During the order process you may choose by notifying us whether the Manufacturer Goods (including the Products) shall be delivered by the Manufacturer or collected by you, or a carrier organised by you, from the Manufacturer’s premises.

9.2 When the Manufacturer will deliver, or you may collect, the Manufacturer Goods. During the order process we will let you know when the Manufacturer will deliver the Manufacturer Goods (the “Delivery Date”), or you, or a carrier organised by you, may collect the Manufacturer Goods from the Manufacturer’s premises (the “Collection Date”). Unless otherwise agreed between you and the Manufacturer under the order, the goods will be manufactured and made available for delivery or collection without undue delay and, if you are a Consumer, in any event within 30 days after the day on which your Contract for Manufacturer Goods and Services is concluded. Unless otherwise stipulated in the order or otherwise agreed in writing between you and the Manufacturer, all deliveries shall be carried out on Business Days and during normal business hours of the Manufacturer and shall include delivery and unloading to the front door or main public entrance of the building at the delivery address you provided when you placed your order. In the case of goods requiring assembly, unless otherwise agreed under the Contract, the Manufacturer will also offer to assemble the goods on delivery. In the case that you require the Manufacturer to assemble the goods on another floor of the building at the delivery address or at a location not reasonably proximal to the main public entrance of the building and you have not made the Manufacturer (or us on behalf of the Manufacturer) aware of this when placing your order, the Manufacturer shall have the right to charge you additional costs. If you have asked to collect the Manufacturer Goods from the Manufacturer’s premises, you, or a carrier organised by you, can collect them from the Manufacturer at any time between 10am to 4pm on the Collection Date, or as otherwise agreed under the Contract.

9.3 When we will deliver the Tailored Documents. In the case of an order for Tailoring Services, we will email to you and/or make available for download or issue to the Manufacturer the Tailored Documents without undue delay and as soon as reasonably practicable after we accept your order and receive payment for the Tailoring Services in full, and if you are a Consumer (and unless otherwise agreed when you placed your order), in any event within 30 days after the day on which your Contract for Design Services is concluded. Any quoted Delivery Date for the relevant Tailored Products from the Manufacturer under the Contract for Manufacturer Goods and Services shall be deemed provisional until completion of the Contract for Design Services. In the case that we are issuing Tailored Documents directly to the Manufacturer under an order for Tailored Products, we will notify you when we have finished supplying the Tailored Documents to inform you that the Manufacturer is ready to begin manufacturing.

9.4 When we or our suppliers will deliver the Third-Party Goods. In the case of an order for Third-Party Goods, we will deliver or arrange for our suppliers to deliver the relevant goods to you without undue delay and as soon as reasonably practicable after we accept your order and receive payment for the Third-Party Goods in full, and if you are a Consumer (and unless otherwise agreed when you placed your order), in any event within 30 days after the day on which your Contract for Third-Party Goods is concluded.

9.5 The Manufacturer is not responsible for delays outside its control. If the delivery or collection of the Manufacturer Goods is delayed by an event outside the Manufacturer’s control (including any delay in completion of the Tailoring Services) then we will contact you as soon as reasonably practicable to let you know and the Manufacturer will take steps to minimise the effect of the delay. Provided the Manufacturer will do this the Manufacturer shall 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 Contract for Manufacturer Goods and Services and receive a refund for any Manufacturer Goods and Services you have already paid for but not received. For the avoidance of doubt, we are not party to the Contract for Manufacturer Goods and Services and shall not be liable for any delay of the delivery or collection of the Manufacturer Goods and Services.

9.6 We are not responsible for delays outside our control. If our making available for download or issue of the Design Documents is delayed by an event outside our control then we will contact you as soon as reasonably practicable to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end any Contract For Design Services and receive a refund for any Tailoring Services you have already paid for but which we have not yet completed. Tailoring Services shall be completed when the Tailored Documents have been made available for download or issue to the Manufacturer (or otherwise been sent by us to you).

9.7 Signature on delivery. Upon delivery or collection of the Manufacturer Goods (including the Products), you (or your nominee) may be required under the Manufacturer’s Standard Supply Terms to provide a signature on a delivery note of the Manufacturer (or the carrier of the Manufacturer) to accept delivery of the Manufacturer Goods and take title in the Manufacturer Goods. You acknowledge and agree that such signature will indicate that you (or your nominee) have inspected the Manufacturer Goods and acknowledged that the delivery is complete as agreed under the order and that the Manufacturer Goods do not have any apparent defects.

9.8 If you are not able to accept or sign for goods on the Delivery Date, or if you do not collect the Manufacturer Goods on the Collection Date. If you (or a representative of you) are unable or unwilling to provide a signature on the delivery note of the Manufacturer (or the carrier of the Manufacturer), or if no one is available at your delivery address to take delivery of the Manufacturer Goods on the Delivery Date, or to collect the Manufacturer Goods on the Collection Date, then the Manufacturer (or the carrier of the Manufacturer), will leave you a note (or notify you in writing by any other means) informing you of how to rearrange delivery or collection. Notwithstanding any failure of the Manufacturer to comply with any of the terms of your Contract for Manufacturer Goods and Services, in the case of a failed delivery or collection you may be liable for storage costs, insurance costs and any further delivery costs to the Manufacturer under the Manufacturer’s Standard Supply Terms.

9.9 If you do not re-arrange delivery, or you do not collect the Products. If you do not re-arrange delivery after a failed delivery to you, or re-arrange collection after a failed collection, the Manufacturer will contact you for further instructions. If, despite the Manufacturer’s reasonable efforts, it is unable to contact you or re-arrange delivery or collection, then the Manufacturer may end the Contract for Manufacturer Goods and Services and may sell or otherwise dispose of the relevant goods (and you shall have no claim over the goods nor shall the Manufacturer have any further liability to you in respect of the goods).

9.10 If you are a Consumer, you will have legal rights if the Manufacturer delivers the Products late. If the Manufacturer misses the Delivery Date you may treat the Contract for Manufacturer Goods and Services as at an end straight away if any of the following applies:

(a) the Manufacturer has refused to deliver the Products;
(b) delivery on the Delivery Date was essential (taking into account all the relevant circumstances); or
(c) you told the Manufacturer (or us, acting on behalf of the Manufacturer), before the Manufacturer accepted your order that delivery on the Delivery Date was essential.

If the Manufacturer misses the Delivery Date and you do not wish to end your order straight away, or do not have the right to do so under this clause 9.10, you can give the Manufacturer a new date for delivery, which must be reasonable, and you can end your order if the Manufacturer does not meet the new deadline.

9.11 When you become responsible for the Products. A Product will be your responsibility from the time the Manufacturer delivers the Product to the delivery address you provided when you placed your order, or when you, or a carrier organised by you, collects the Products from the Manufacturer’s premises. The Manufacturer shall not be responsible for any Products damaged or lost by you or a third-party carrier you nominate after collection from the Manufacturer’s premises.

9.12 When you take ownership of the Products. You own a Product once the Manufacturer (or we acting on behalf of the Manufacturer) has received payment in full and, where required under the terms of the relevant Contract, you have provided upon delivery or collection a signature on the delivery note of the Manufacturer in accordance with clause 9.7.

9.13 When you become responsible for and take ownership of Third-Party Goods. You will be responsible for any Third-Party Goods from the time a carrier nominated by us (or our third-party suppliers) delivers the relevant goods to the delivery address you provided when you placed your order. You will take ownership of the Third-Party Goods when we have received cleared payment in full for the relevant goods, and when you have provided a signature on the delivery note of the carrier to accept delivery of, and take title in, the relevant goods. You acknowledge and agree that such signature will indicate that you (or your nominee) have inspected the relevant goods and acknowledged that the goods do not have any apparent defects.

9.14 Ownership of and rights in Design Documents and Technical Information. You acknowledge and agree that the Design Documents and the Technical Information are protected by our Intellectual Property Rights or the Intellectual Property Rights of third parties, and that any Contract for Designs Services between you and us constitutes a contract for services only and does not impart any ownership of resultant Design Documents. Possession of a Design Document does not confer any rights (by implication or otherwise) on you to use, alter, copy or otherwise deal with any of the symbols, trademarks, logos and/or intellectual property appearing in the Design Document.

9.15 What will happen if you do not give the required information to us. We and/or the Manufacturer may need certain information from you so that the Manufacturer can deliver the Products to you (for example, your full delivery address). If you provide incomplete or incorrect information when placing your order, the Manufacturer (or we in the name of and on behalf of the Manufacturer) may either end the Contract for Manufacturer Goods and Services (and clause 17.2 shall apply) or make an additional charge of a reasonable sum to compensate the Manufacturer and/or us for any extra work and/or additional storage and delivery charges that are required as a result. The Manufacturer will not be responsible for supplying the Products late or for not supplying any part of them if this is caused by you not providing accurate information. It is your responsibility to inform us of any change to your contact address, telephone number or email address, or any change to the delivery address you provided when placing your order.

10 YOUR RIGHTS TO MAKE CHANGES

Your right to request changes to your order. If you wish to make a change to your order please contact us. We will let you know if the change is possible and/or notify you of any impacts of the change that we may reasonably be aware of. If the requested change is possible, we will let you know about any corresponding changes to the price of the Products (and/or other Manufacturer Goods and Services) and/or the price of the Tailoring Services or the Third-Party Goods as applicable, any impact on any agreed Delivery Date or Collection Date, or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to proceed with the change. In the case that you proceed with the change, you will be liable for any increases in price as communicated by us to you, and you agree that we and the Manufacturer shall be held harmless for any failure to meet any previously agreed Delivery Date or Collection Date or any other agreed date for supply of the Tailoring Services or Third-Party Goods. In the case that your requested change is not possible, you shall have the right to end the relevant Contract, subject to the terms of that Contract and clauses 14 and 16 below.

11 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

11.1 We are not responsible for:

(a) any of the MIY Documents or any products manufactured according to the MIY Documents;
(b) any Products supplied in the name of and on behalf of the Manufacturer; or
(c) any other Manufacturer goods and services (for example, delivery or on-site assembly) supplied by the Manufacturer.

The Contract for Manufacturer Goods and Services is between you and the Manufacturer in which name and on which behalf we promote and sell the Products. We do not control the Manufacturer, the quality or supply of the Products or any other Manufacturer goods and/or services provided to you. We do not give any undertaking that the Products and any other Manufacturer goods and/or services provided to you will be of satisfactory quality or suitable for your purposes and we disclaim any such warranties. Under no circumstances shall we be held liable for any damages or any breach, act or omission of the Manufacturer under your Contract for Manufacturer Goods and Services or any other agreement you may have with the Manufacturer.

11.2 We exclude all liability for any errors or omissions in the Design Patterns and any errors or omissions on the Website, in any sales brochures and any marketing materials to the fullest extent permitted by law, so that in no event shall we be held liable for any losses sustained and arising out of or in connection with the Website, sales brochures and any marketing materials. Nothing herein is intended and nor shall it be construed as an attempt by us to exclude or limit our liability for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited under applicable law.

Our liability if you are a business customer.

11.3 We only supply the Services and the Design Documents for internal use by your business, and you undertake not to use the Services and/or any of the Design Documents for any resale purposes.

11.4 Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) in the case of any products supplied to you directly by us (and excluding any products supplied by the Manufacturer) defective products under the Consumer Protection Act 1987.

11.5 Subject to clause 11.4 we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including any Contract for Design Services or any Contract for Third-Party Goods) for:

(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.

11.6 Subject to clause 11.4, our total liability to you in respect of all losses arising under or in connection with these Terms (including any Contract for Design Services or Contract for Third-Party Goods), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of:

(a) in the case of Tailoring Services the Tailoring Fee; and
(b) in the case of Third-Party Goods the value of the Third-Party Goods agreed under the relevant Contract; or otherwise,
(c) the total value of our Services which you have paid for up and to the time when the cause of action arises.

11.7 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services, the Design Documents and the Third-Party Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms (including any Contract for Design Services or any Contract for Third-Party Goods) by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that any of the Services, the Design Documents, or the Third-Party Goods are suitable for your purposes.

Our liability if you are a Consumer

11.8 We are responsible to you for foreseeable loss and damage caused by us, and your use of our Services and/or any Design Documents that you contract us to produce directly under these Terms and the corresponding Contract for Design Services. If we fail to comply with these Terms (including any Contract for Design Services or Contract for Third-Party Goods), we are responsible for loss or damage you suffer that is a foreseeable result of our breaking of these Terms (including any Contract for Design Services or Contract for Third-Party Goods) or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these Terms (including any Contract for Design Services or Contract for Third-Party Goods) were made, both we and you knew it might happen, for example, if you discussed it with us during the Account registration process.

11.9 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services including the right to receive services from us that are carried out with reasonable care and skill; and for breach of your legal rights in relation to the Design Documents, including the right to receive Design Documents which are as described and of satisfactory quality.

11.10 Events Outside our Control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms (including any Contract for Design Services or Contract for Third-Party Goods) that is caused by an Event Outside our Control. An “Event Outside our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, any act of any licensor of the Design Documents from whom we license the Design Documents, your breaking of these Terms (including any Contract for Design Services or any Contract for Third-Party Goods), civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

11.11 We are not liable for business losses. We only supply the Services to Consumers for domestic and private use. If you use our Services and/or any of the Design Documents and/or any Third-Party Goods for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. You must not resell our Services and/or any of the Design Documents or use them for business purposes.

12 IF THERE IS A PROBLEM WITH THE PRODUCTS, TAILORED DOCUMENTS OR THIRD-PARTY GOODS

12.1 How to tell us about problems. If you have any questions or complaints about any Manufacturer Goods and Services (including the Products) and/or any Tailoring Services or Third-Party Goods, please contact us in writing in accordance with clause 18. In the case of Manufacturer Goods and Services (including the Products) we will notify the Manufacturer of your complaint and the Manufacturer will proceed in good faith to try to handle your complaint and settle the issue subject to the terms of your Contract with the Manufacturer. In certain circumstances and subject to instruction from the Manufacturer, we may act for the Manufacturer on certain matters as its agent (including in respect of any payment dispute). We will also endeavour (where this does not conflict with any of our other duties to you and/or to the Manufacturer), to provide you and the Manufacturer with assistance in resolving any issue through informal mediation. You can telephone our customer service team at +44 20 8986 9063, email us at support@opendesk.cc, or write to us at Fabbed Limited, 2nd Floor, 217 Mare Street, London E8 3QE.

12.2 Summary of your legal rights as a Consumer. The Manufacturer is under a legal duty to supply any Manufacturer Goods (including the Products) in conformity with the Contract for Manufacturer Goods and Services and we are under a legal duty to supply any Tailoring Services and any Third-Party Goods in conformity with the Contract for Design Services and the Contract for Third-Party Goods respectively. See the box below for a summary of the key legal rights of Consumers in relation to the Manufacturer Goods, the Tailored Documents, and the Third-Party Goods (also, see clauses 14.3 to 14.6 for your rights to change your mind and end a contract after you have placed an order). If you are a Consumer nothing in these Terms will affect your legal rights, save in respect of any MIY Documents, for which we provide no warranties.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

Regarding the Third-Party Goods or any Goods of the Manufacturer. The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your goods your legal rights entitle you to the following:

a) Up to thirty (30) days: if your goods are faulty, then you can get an immediate refund.
b) Up to six (6) months: if your goods cannot be repaired or replaced, then you are entitled to a full refund, in most cases.
c) Up to six (6) years: if your goods do not last a reasonable length of time you may be entitled to some money back.

See also clause 14.3.

Regarding the Tailored Documents and/or any other Design Documents we may provide to you from time to time under any Contract (digital content only), but excluding the MIY Documents.

a) The Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
b) If any digital files we provide to you are faulty, you are entitled to a repair or a replacement.
c) If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.
d) If you can show the fault has damaged your device and we have not used reasonable care and skill, you may be entitled to a repair or compensation.

See also clause 14.3. In the case of MIY Documents, see clause 1.8.

12.3 If you are a business customer, and any Products delivered or collected (whichever applicable) do not comply with any of the provisions of clause 8.1, or are otherwise not in conformity with these Terms or the Standard Supply Terms of the Manufacturer, then, unless otherwise agreed under the Contract for Manufacturer Goods and Services and without limiting any other right or remedy that you may have, you may reject those Products and:

(a) require the Manufacturer to repair or replace the rejected Products at the Manufacturer’s risk and expense within 30 (thirty) days of being requested to do so; or
(b) require the Manufacturer to repay the price of the rejected Products in full including any delivery or collection costs

(i) within the first thirty (30) days of the delivery or collection of the Products, whichever applies, whether or not you have previously required the Manufacturer to repair or replace the rejected Products; and
(ii) within the first six (6) months of the delivery or collection of the Products, if you have previously required the Manufacturer to repair or replace the rejected Products but without success;

(c) claim damages for any other costs, expenses or losses resulting from the Manufacturer's supply of Products that are not in conformity with these Terms (including the Contract for Manufacturer Goods and Services).

The terms of this clause shall apply to any repaired or replacement Products supplied by the Manufacturer.

12.4 If you are a business customer, and the Manufacturer fails to repair or replace rejected Products in accordance with clause 12.3(a), you shall be allowed, without affecting your rights under clause 12.3(c), to obtain substitute products of commensurate value from a third party supplier, or have the rejected Products repaired by a third party, and the Manufacturer shall reimburse you for the costs it incurs in doing so.

12.5 If you are a business customer, your rights and remedies to be granted by the Manufacturer under clause 12.3 are in addition to your rights and remedies available in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into these Terms (including the Contract for Manufacturer Goods and Services) by the Sale of Goods Act 1979.

12.6 Your obligation to return rejected goods. If you wish to exercise your legal rights to reject any Manufacturer Goods or any Third-Party Goods in accordance with this clause 12 you must in a timely manner either:

(a) return the relevant goods in person to the Manufacturer’s premises or to us (whichever is party to the Contract respectively) during a Business Day and during normal business hours of 9am to 5pm;
(b) post the goods back to the Manufacturer or to us as applicable (if they are suitable for posting), whereupon the Manufacturer or we shall pay any associated postage charges; or
(c) allow the Manufacturer or us to collect the goods from you. Please call customer services on +44 20 8986 9063 or email us at <contracts@opendesk.cc> so that we can arrange collection, whereupon the Manufacturer or we shall pay any associated delivery charges.

Please note: Your right to reject goods is as distinct from your rights of cancellation, which may not always apply (as for example, in the case of an order for Personalised Goods in accordance with clause 14.4).

13 PAYMENT FOR THE PRODUCTS, THIRD-PARTY GOODS OR TAILORING SERVICES

13.1 Where to find the Price and the Delivery Charges. The Price and any Delivery Charges (which are added to the total amount due) will be communicated to you prior to you placing your order. We take all reasonable care to ensure that the Price advised to you is correct. However please see clause 13.6 for what happens if we discover an error in the Product Price or the Product Price otherwise changes after you receive a quote.

13.2 Pricing on the Website is indicative only. Any pricing communicated on the Website is intended for illustrative purposes only, pending receipt of your quote and acceptance of your order. We do not control the Manufacturer or third-party suppliers, and whilst we use our best endeavours to try to provide indicative pricing that is accurate, it is always possible that the price on the Website will vary from any pricing you receive in a quotation from us or from the Manufacturer. Neither we, nor the Manufacturer shall be held to any pricing indicated on the Website, nor shall we be held liable for any discrepancy between the prices on the Website and the actual Price you pay for any goods and/or services under these Terms or the terms of any associated Contract.

13.3 Price changes. Prices may change from time to time, but, notwithstanding the provisions of clause 7.12, price changes will not affect any order you have already placed.

13.4 Payment for the Manufacturer Goods and Services. When you place an order for Manufacturer Goods and Services (including the Products), we will notify you whether the Manufacturer or we, on behalf of the Manufacturer, will conclude the Contract with you and whether the Manufacturer or we, on behalf of the Manufacturer, will invoice you and be paid by you. In the case that we invoice you, we will send you an invoice detailing the payment terms and describing how to make your payment. We may ask you to make a payment online using a credit or debit card, or request that you pay by bank transfer, or pay by any other means that we communicate to you in writing. Unless otherwise stated by us or otherwise agreed under the order, your order for Manufacturer Goods and Services will not be processed until we have received cleared funds in our bank account as detailed on the invoice. Unless otherwise agreed between you and us in writing, the Products and all applicable Delivery Charges must be paid in full before the Manufacturer dispatches the Products, or before you, or a carrier organised by you, can collect the Products from the Manufacturer’s premises.

13.5 Payment for Tailoring Services and Third-Party Goods. When you place an order for Tailoring Services or Third-Party Goods we will inform you of any down-payment required to secure your order and we will send you an invoice detailing the payment terms and describing how to make your payment. We may ask you to make a payment online using a credit or debit card, or request that you pay by bank transfer, or pay by any other means that we communicate to you in writing. Unless otherwise stated by us or otherwise agreed under the order, your order for Tailoring Services or Third-Party Goods will not be processed until we have received cleared funds in our bank account as detailed on the invoice. Unless otherwise agreed between you and us in writing, any Tailoring Services must be paid for in full before we will instruct the Manufacturer to manufacture any Products under a related order for Manufacturer Goods and Services where those Products have any reliance on Tailored Documents.

13.6 What happens if the Product Price changes after you receive a quote. It is always possible that, despite our best efforts, some Products may be incorrectly priced in any communication we have with you when submitting quotes to you on behalf of the Manufacturer. Whilst we typically request that the Manufacturer provide you with quotes that are valid for a period of thirty (30) days, the Manufacturer will have the right under certain circumstances to vary their quoted Price (for example, if there is a change to the Price due to a change you have requested; because you have accepted a quote after expiry of the quote term; or due to any change outside the Manufacturer’s control that would reasonably be unknowable at the time it provided its quote). If the correct Price at the time of your order date (as notified to us by the Manufacturer) does not match the price you were quoted, then we will contact you for your instructions before we accept your order on behalf of the Manufacturer. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided to us in your order (or otherwise in your Account Details), we will treat your order as cancelled and notify you in writing. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require you to return any Products already provided to you to the Manufacturer. For the avoidance of doubt, and unless otherwise agreed between you and us acting on behalf of the Manufacturer, in the case of a change of pricing where the correct price is higher than the price quoted, the Manufacturer will not be required to provide the Products to you at the incorrect (lower) price.

13.7 Request of specific payment method. We reserve the right to request a specific method of payment from you where we believe there is any risk of fraud.

14 YOUR RIGHT(S) TO END ANY CONTRACT

14.1 If you are a Consumer you can always end a Contract. Your rights when you end a Contract will depend on whether there is anything wrong with the relevant goods and/or services, how the Manufacturer, we representing the Manufacturer, or we directly (whichever applicable) are performing and when you decide to end that Contract:

(a) if the Products, Third-Party Goods and/or any Design Documents we may provide to you directly in lieu of payment under any Contract are faulty or misdescribed you may have a legal right to end the Contract, see clause 12.2;
(b) if you want to end the Contract because of something the Manufacturer, we, when representing the Manufacturer, or we directly (whichever applicable) has done or have told you it is going to do, see clause 14.2;
(c) if you have just changed your mind about any Third-Party Goods or Tailoring Services, see clause 14.3; and
(d) in all other cases (if the other party to the Contract is not at fault and there is no right to change your mind), see clause 14.6.

14.2 Ending either Contract because of something the Manufacturer, or we representing the Manufacturer, or we directly (whichever applicable) has done or has told you it is going to do. If you are ending either Contract for a reason set out at (a) to (c) below, that Contract will end immediately and the Manufacturer or we (whichever is party to that Contract) will refund you in full for any goods or services which have not yet been supplied to you or any digital documents which have not yet been made available for download or issue to the Manufacturer (as applicable). The reasons are:

(a) we have told you about an error in the price and/or description of any of the Products, Tailoring Services, or Third-Party Goods you have ordered and you do not wish to proceed with the order;
(b) there is a risk that supply of the Products or the Third-Party Goods may be significantly delayed because of events outside the Manufacturer’s control or our control respectively;
(c) you have a legal right to end the Contract because of something the Manufacturer or we (whichever is party to the Contract) has done wrong (for example, because the Manufacturer has delivered late in accordance with clause 9.10).

14.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). If you are a Consumer, for most products bought online you have a legal right to change your mind within 14 days and receive a refund (except under certain circumstances, including in the case of Personalised Goods). These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.

14.4 When you do not have the right to change your mind. You do not have a right to change your mind in respect of any goods that have been used, damaged or altered, any Personalised Goods (including the Products as per the provisions of clause 1.9), or any Tailored Documents produced when you order Tailoring Services (or any other Design Documents you may have paid for) that have already been made available for download and/or issue by us to the Manufacturer (or to you directly).

14.5 Your rights to change your mind if you are a Consumer If you are a Consumer, the length of time you have to change your mind depends on what you have ordered and how it is delivered.

(a) Manufacturer Goods and Services. The Standard Supply Terms of the Manufacturer will inform you about your rights and the length of time you have to change your mind under your Contract for Manufacturer Goods and Services.
(b) Third-Party Goods. We will notify you whether the Third-Party Goods you have ordered have been made to your specification as Personalised Goods (in which case clause 14.4 will apply and you shall not have a right to change your mind). In the case that the Third-Party Goods are not Personalised Goods, you will have 14 days after the day you or someone you nominate receive or collect the Third-Party Goods to change your mind, unless:

(i) your Contract is for either one item which is delivered or collected in instalments on separate days, or for multiple items which are delivered or collected on separate days. In this case you have until 14 days after the day you or someone you nominate receive or collect the last delivery or collection to change your mind about the goods.
(ii) your Contract is for the regular delivery of a set of goods over a set period. In this case you have until 14 days after the day you or someone you nominate receive or collect the first delivery or collection of the goods.

(c) Tailoring Services (Tailored Documents). If you wish to exercise your right to change your mind, you will have:

(i) 14 days after the day we email you to confirm that we accept your order of the Tailoring Services; or
(ii) up and to the time that we notify you that we have produced the Tailored Documents and made them available for download and/or issue (see clause 14.4),

whichever is the sooner.

14.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if the Manufacturer or we (whichever is party to the Contract) are not at fault and you do not have a right to change your mind (see clause 14.4), you can still end a Contract before it is completed, but you may be liable for costs already incurred and you may have to pay compensation. A Contract for Manufacturer Goods and Services shall be completed when the Products (and any other related goods and/or services) have been delivered or collected in accordance with clause 9.12. A Contract for Third-Party Goods shall be completed when the relevant goods have been delivered in accordance with clause 9.13. A Contract for Design Services shall be completed when we notify you that we have completed the services and either emailed the Tailored Documents or made the Tailored Documents available for download or issue to the Manufacturer in accordance with clause 9.3. If You want to end any Contract before it is completed where the Manufacture or we (whichever is party to that Contract) are not at fault, please contact us to let us know. The relevant Contract will end immediately and we (or the Manufacturer as applicable) will refund any sums paid by you for goods and/or services not yet supplied but we may deduct from that refund (or, if you have not made an advance payment adequate to cover the amount of compensation, charge you) reasonable compensation for the net costs the Manufacturer and/or we will incur as a result of your ending of that Contract, along with any other compensation otherwise communicated to you in accordance with the terms of the relevant Contract. Unless otherwise agreed, the compensation shall be:

(a) in the case of a Contract for Manufacturer Goods and Services:

(i) if no part of the goods have yet entered in course of manufacture as notified by us to you, then you shall be liable for all reasonable expenses incurred by the Manufacturer up and to the time of your notifying us of your cancellation in writing; or
(ii) in the case that any part of the goods have entered in course of Manufacture as notified by us to you, then you shall be liable for the higher of: 50% of the relevant order value; or all reasonable expenses incurred by the Manufacturer up and to the time of your notifying us of your cancellation in writing, and you will be obliged to return any goods you have already received in accordance with clause 15;

(b) in the case of a Contract for Third-Party Goods:

(i) if we have not yet placed an order for the respective Goods with our suppliers as notified by us to you, then you shall be liable for all reasonable expenses incurred by the us up and to the time of your notifying us of your cancellation in writing; or
(ii) if we have already placed an order for the respective goods with our suppliers as notified by us to you, then you shall be liable for 50% of the value of the respective order and you will be obliged to return any goods you have already received in accordance with clause 15;

(c) in the case of a Contract for Design Services:

(i) if we have not yet started work to produce the Tailored Documents as notified by us to you, then you will not be charged; or
(ii) if we have begun work on the Tailored Documents as notified by us to you, but not yet emailed them to you or made them available for download or issue to the Manufacturer in accordance with clause 9.3, then you shall be liable to us for 50% of the Tailoring Fee; or
(iii) in the case that we have already emailed to you or made available for download or issued the Tailored Documents in accordance with clause 9.3, you shall be liable for the full value of the Tailoring Fee.

14.7 If You are a business customer, clause 14.6 shall apply accordingly.

15 RETURN OF GOODS

15.1 Returning goods after ending a Contract for Manufacturer Goods and Services or a Contract for Third-Party Goods. If you end a Contract for Manufacturer Goods and Services or a Contract for Third-Party Goods for any reason after goods have been delivered or collected, you must return the respective goods to the Manufacturer or to us (whichever is party to the Contract). You must either return the goods in person to the premises of the other party on a Business Day and during normal working hours of 9am to 5pm, post them back to the other party, or (if they are not suitable for posting) allow the other party to collect them from you. Please call customer services on +44 20 8986 9063 or email us at contracts@opendesk.cc so that we can arrange collection (either by the Manufacturer or by us accordingly). If you are exercising your right to change your mind, you must return the relevant goods within 14 days of telling us you wish to end the Contract.

15.2 When the Manufacturer or we (whichever is party to the Contract) will pay the costs of return. The Manufacturer or we (whichever is party to the Contract) will pay the costs of return:

(a) if any of the goods under the relevant Contract are faulty or misdescribed; or
(b) if you have a right to end the Contract because of something the Manufacturer, we, when representing the Manufacturer, or we directly (whichever applicable) has done or has told you it is going to do (clause 14.2).

In all other circumstances (including where you are exercising your right to change your mind), unless otherwise stated under this agreement or the terms of the relevant Contract, you must pay the costs of return.

15.3 When you may be charged for collection. If you are responsible for the costs of return and the Manufacturer or we have agreed to collect the goods from you, the Manufacturer or we may charge you the direct costs of collection. The costs of collection will be the same as the Delivery Charges paid by you when you paid for your order.

15.4 How you will be refunded. In case of any refund, we or the Manufacturer (whichever is party to the Contract) will refund you the Price you paid for the respective goods (including any Delivery Charges) or services, by the method you used for payment. However, we or the Manufacturer may make deductions from the Price, as described below.

15.5 Deductions from refunds if you are a Consumer and exercise your right to change your mind. If you are exercising your right to change your mind:

(a) we or the Manufacturer (whichever is party to the Contract) may reduce your refund of the goods (excluding Delivery Charges) 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 full price paid before we are able to inspect the relevant goods and later discover that you have handled them in an unacceptable way, you must pay the relevant party an appropriate amount to cover such reduction in value; and
(b) the maximum refund for Delivery Charges will be the costs of delivery by the least expensive delivery method that the carrier of the Manufacturer or of us (as applicable) offers, regardless of the delivery method you have chosen;

15.6 When your refund will be made. The Manufacturer or we, either representing the Manufacturer or we directly (whichever applicable), will make any refunds due to you, a Consumer, as soon as reasonably possible. If you are exercising your right to change your mind then:

(a) if you have received the goods and the Manufacturer or we (as applicable) has not offered to collect the goods from you: 14 days after the day on which the relevant party receives the goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the goods back to the relevant party; or
(b) in all other cases, your refund will be made within 14 days of you telling us you have changed your mind.

16 HOW TO END A CONTRACT WITH US

16.1 Tell us you want to end a Contract. To end any Contract, please let us know by doing one of the following:

(a) Phone or email. Call customer services on +44 20 8986 9063 or email us at <cancellations@opendesk.cc>. Please provide your name, email address, phone number, delivery address, Opendesk Job Number and details of the relevant order. We may also ask you for your reasons for ending the Contract when we contact you.
(b) By post. Print off the cancellation form (attached to this agreement as Annex 1) and post it to us at Fabbed Limited, Lime Wharf, Vyner Street, London E2 9DJ. Or simply write to us at that address, including details of what you ordered, when you ordered it or received it, your name and address and your reasons for ending the Contract. Please also provide a reference to your Opendesk Job Number (if available).

17 OUR RIGHT TO END A CONTRACT

17.1 We, either representing the Manufacturer or ourselves (whichever applicable), may end any Contract if you break it. We either representing the Manufacturer or ourselves (whichever applicable) may end any Contract at any time by writing to you if:

(a) You do not make any payment to us when it is due and you still do not make payment within 10 days of us reminding you that payment is due;
(b) You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the relevant goods and/or services, or otherwise comply with our obligations under these Terms or the relevant Contract;
(c) You do not, within a reasonable time, allow the Manufacturer to deliver the Products to you or collect them from the Manufacturer’s premises; or
(d) We reasonably believe that the order has been made fraudulently, in connection with a criminal offence or in any way that is illegal or unlawful, by the use of unauthorised robots, spiders or any other automated devices.

17.2 You must compensate the Manufacturer and/or us if you break a Contract. If we end a Contract in the situations set out in clause 17.1 then we, either representing the Manufacturer or ourselves (whichever applicable) will refund any money you have paid in advance for any goods and/or services that have yet to be supplied to you, but we may deduct or charge you reasonable compensation for the net costs the Manufacturer and/or we will incur as a result of you breaking the relevant Contract. The amount of any such compensation may be communicated to you under the terms of the relevant Contract, but even if it is not, we reserve the right to still charge it subject to notifying you in writing of the respective amounts and providing any statements, bills, purchase orders and/or any other proof of outstanding amounts owing under the Contract or proof of expenditure in respect of any costs incurred by us or the Manufacturer up and to the time that we end the relevant Contract.

18 COMPLAINTS Complaints about our Services. If you are unhappy with our Services, please contact our customer care team by emailing us at contracts@opendesk.cc. When contacting us, please include your username and registered email address in all correspondence. Please also reference the relevant Opendesk Job Number (if known) in any correspondence to help us process and manage your complaint.

19 TERMINATION AND SUSPENSION OF YOUR ACCOUNT

19.1 These Terms will remain in full force and effect while you use our Services, have an Account with us, order Products from Manufacturers through us, or order Tailoring Services or Third-Party Goods from us.

19.2 You can cease being a user at any time by contacting us on support@opendesk.cc and requesting us to close your Account.

19.3 We may, for any reason and at any time, restrict your access, suspend or terminate your Account by sending notice to your email address, or without provision of notice if we have reasons to believe that you are in breach of these Terms, any law or rights of any third party.

20 OUR RIGHT TO VARY THESE TERMS

20.1 We may amend these Terms from time to time. Please look at the top of this document to see when these Terms were last updated and which Terms were changed.

20.2 Every time you order Manufacturer Goods and Services from the Manufacturer or any Tailoring Services or Third-Party Goods from us, then, notwithstanding any of the provisions of clause 1.7, the Terms in force at the time of your order will apply to the relevant Contract.

20.3 We may revise these Terms as they apply to your order from time to time to reflect the changes in relevant laws and regulatory requirements.

20.4 If we have to revise these Terms as they apply to an order you have already placed and which has yet to be completed, we will contact you to give you reasonable advance notice of the changes, explaining how any changes will affect your order and letting you know how to end the relevant Contract if you are not happy with the changes. You may cancel either in respect of all of the affected Manufacturer Goods and Services, all of the Tailoring Services, and/or all of the affected Third-Party Goods as applicable, or just the Manufacturer Goods and Services, Tailoring Services and/or Third-Party Goods that have yet to be supplied. If you opt to end the relevant Contract due to a change in these Terms as notified by us to you, you may have to return any goods you have already received and we will arrange a full refund of the respective price you have paid (including any delivery charges), plus reasonable delivery costs for the return of the relevant goods. Notwithstanding the provisions of this clause 20.4 and any corresponding change to these Terms, if you cancel an order for any other reason after the Manufacturer has begun manufacturing the Products (or begun supplying any other goods and/or services under the order), or after we have begun producing the Tailored Documents under an order for Tailoring Services, you may be liable for the reasonable costs incurred up and to that time under the terms of the relevant Contract, in accordance with clause 14.6.

21 HOW WE MAY USE YOUR PERSONAL INFORMATION

21.1 How we will use your personal information. We will use the personal information you provide to us in accordance with our Privacy Policy:

(a) to provide you with our Services;
(b) to allow the Manufacturer to supply the Manufacturer Goods and Services to You;
(c) to pass on details to any payment provider we work with for the purposes of processing your payment for the Services and the Manufacturer Goods and Services;
(d) to contact you from time to time to notify you about our Services, your past orders, or any other relevant information that we believe may be of legitimate interest to you, but you may stop receiving this at any time by unsubscribing from the relevant communication or by contacting us in writing; and
(e) if you agree to this during the order process (or otherwise subscribe to our newsletter), to send you our newsletter and from time to time to send you information about new products and services that we provide, but you may stop receiving this at any time by unsubscribing or by contacting us in writing.

21.2 We will only give your personal information to other third parties where the law either requires or allows us to do so.

22 OTHER IMPORTANT TERMS

22.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

22.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

22.3 Nobody else has any rights under this contract. These Terms are between you and us. No other person shall have any rights to enforce any of these Terms. Neither of us will need to get the agreement of any other person in order to end these Terms or make any changes to these Terms.

22.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. If you are a business customer and any provision or part-provision of this agreement is deemed deleted under this clause, you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22.5 Even if we delay in enforcing any of these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, 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 Services, we can still require you to make the payment at a later date.

22.6 Which laws apply to these Terms and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you are a Consumer and you live in Scotland you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you are a Consumer and you live in Northern Ireland you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.

[ANNEX 1:] MODEL CANCELLATION FORM

(Complete and return this form only if you wish to withdraw from this Contract)

To: Fabbed Limited,
2nd Floor, 217 Mare Street,
London
E8 3QE,
UK
telephone at +44 20 8986 9063, email at cancellations@opendesk.cc

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*] / for the supply of the following service [*],

Order number (as applicable),

Ordered on [*] / received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

Replaces the previous Terms of Service