1.1 Definitions and interpretation

1.1. In these Conditions the following definitions apply:

Business Customer

means a Customer who purchases Goods for purposes relation to its trade, business, craft or profession.

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England;

Conditions

means Naomi Paul Limited’s terms and conditions of sale set out in this document;

Confidential Information

means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract

means the agreement between Naomi Paul and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;

Consumer Customer

means a Customer who purchases Goods as an individual for purpose wholly outside of its trade, business, craft or profession.

Customer

means the named party in the Contract which has agreed to purchase the Goods from Naomi Paul and whose details are set out in the Order;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Naomi Paul’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Goods

means the goods and other physical material set out in the Order and to be supplied by Naomi Paul to the Customer in accordance with the Contract;

Location

means the address or addresses for delivery of the Goods as set out in the Order;

Order

means an order for the Goods from Naomi Paul placed by the Customer in substantially the same form set out in Naomi Paul‘s sales order form from time to time;

Price

has the meaning given in clause 3.1;

Specification

means the description provided for the Goods and their packaging set out or referred to in the Contract; and

VAT

means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.

1.2. In these Conditions, unless the context requires otherwise:

1.2.1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3. words in the singular include the plural and vice versa;

1.2.4. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.5. a reference to legislation is a reference to that legislation as in force at the date of the Contract.

2. Application of these conditions

2.1. These Conditions apply to and form part of the Contract between Naomi Paul Limited (Unit 25 Fairways Business Park, Lammas road, London E10 7QB, United Kingdom, Company reg no. 08298857) (Naomi Paul Ltd) and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Naomi Paul otherwise agrees in writing.

2.3. Each Order by the Customer to Naomi Paul shall be an offer to purchase the Goods subject to the Contract including these Conditions. By submitting an Order, the Customer expressly agrees to the Conditions.

2.4. If Naomi Paul is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.

2.5. Unless otherwise stated or agreed in writing by Naomi Paul, the offer constituted by an Order shall remain in effect and capable of being accepted by Naomi Paul for 3 months from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.6. Naomi Paul may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

2.6.1. Naomi Paul’s written acceptance of the Order; or

2.6.2. Naomi Paul dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).

2.7. Rejection by Naomi Paul of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.8. Naomi Paul will issue quotations to the Customer on request. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.

2.9. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

2.10. For the avoidance of doubt, these Conditions also apply to any purchase Orders made on Naomi Paul’s website.

2.11. The Customer acknowledges that these Conditions may be updated from time to time. The Conditions which apply to a particular Order will be those in force at the time the Order is submitted to Naomi Paul. The latest version can be found at Naomi Paul’s website.

3. Price

3.1. The price for the Goods shall be as set out in the Order or, where no such provision is set out, shall be as advised (in writing) by Naomi Paul from time to time before the date the Order is placed (the Price).

3.2. Naomi Paul reserves the right to alter prices or to withdraw designs and finishes from the range at any time without prior notice. Prices are often quoted per order quantity and/or project. Naomi Paul endeavours to ensure that customers are supplied with up to the minute price lists. However, Naomi Paul strongly advises that prices be checked before finalising orders and that the price the Customer is expected to pay is indicated on the applicable Order.

3.3. Subject to what is set out in the Order, the Prices are exclusive of:

3.3.1. custom treatments, delivery, insurance, shipping carriage, bank fees, and all other related charges or taxes or describe relevant elements of the goods which are not included in the standard price] which may be charged in addition at Naomi Paul‘s standard rates, and

3.3.2. VAT (or equivalent sales tax).

3.4. The Customer shall pay any applicable VAT to Naomi Paul on receipt of a valid VAT invoice.

4. Payment

4.1. Naomi Paul shall invoice the Customer for the Goods, partially or in full, at any time following acceptance of the Order.

4.2. Invoices are issued on a pro forma basis unless otherwise indicated. The Customer shall pay invoices to the bank account nominated by Naomi Paul by the due date(s) as set out in each invoice and/or Order.

4.3. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1. Naomi Paul may withhold the production or delivery of the Order;

4.3.2. Naomi Paul may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Bank of England from time to time in force, and

4.3.3. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5. Delivery

5.1. The Goods shall be delivered by its nominated carrier, to the Location on the date(s) specified in the Order.

5.2. The Goods shall be deemed delivered on arrival only of the Goods at the Location by Naomi Paul or its nominated carrier (as the case may be).

5.3. Naomi Paul may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4. The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.

5.5. The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.6. The Customer agrees that it shall inspect the Goods promptly upon delivery.

5.7. Delivery of the Goods shall be accompanied by a delivery note stating:

5.7.1. the date of the Order;

5.7.2. the product numbers, type and quantity of the Goods in the consignment; and

5.7.3. any special handling instructions (if applicable).

5.8. Time of delivery is not of the essence. Naomi Paul shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.

5.9. Naomi Paul shall not be liable for any delay in or failure of delivery caused by:

5.9.1. the Customer’s failure to make the Location available;

5.9.2. the Customer’s failure to prepare the Location as required for delivery of the Goods;

5.9.3. the Customer’s failure to provide Naomi Paul with adequate instructions for delivery and installation or otherwise relating to the Goods;

5.9.4. Force Majeure.

5.10. If the Business Customer fails to accept delivery of the Goods, Naomi Paul shall store and insure the Goods pending delivery, and the Business Customer shall pay all reasonable costs and expenses (if applicable) incurred by Naomi Paul in doing so.

5.11. If 15 Business Days following the due date for delivery or collection of the Goods, the Business Customer has not taken delivery of or collected them, Naomi Paul may resell or otherwise dispose of the Goods without any obligation or liability to the Business Customer, except as provided for in clauses 5.10.1 and 5.10.2. Naomi Paul shall:

5.11.1. deduct all reasonable storage charges and costs of resale; and

5.11.2. account to the Business Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

6. Risk

Risk in the Goods shall pass to the Customer on delivery.

7. Title

7.1. Title to the Goods shall pass to the Customer once Naomi Paul has received payment in full and cleared funds for the Goods.

7.2. Until title to the Goods has passed to the Customer, the Customer shall:

7.2.1. hold the Goods as bailee for Naomi Paul;

7.2.2. store the Goods separately from all other material in the Customer’s possession;

7.2.3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;

7.2.4. insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Naomi Paul’s interest on the policy;

7.2.5. ensure that the Goods are clearly identifiable as belonging to Naomi Paul;

7.2.6. not remove or alter any mark on or packaging of the Goods;

7.2.7 inform Naomi Paul immediately if it becomes subject to any of the events or circumstances set out in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.14; and

7.2.8 on reasonable notice permit Naomi Paul to inspect the Goods during the Customer’s normal business hours and provide Naomi Paul with such information concerning the Goods as Naomi Paul may request from time to time.

7.3. If, at any time before title to the Goods has passed to the Customer, the Customer informs Naomi Paul, or Naomi Paul reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.14, Naomi Paul may:

7.3.1. require the Customer at the Customer’s expense to re-deliver the Goods to Naomi Paul; and

7.3.2. if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. Goods

8.1. The Customer acknowledges that it has sole responsibility for the use of the Goods and for the consequences arising from its uses. Naomi Paul gives no guarantee as to the deterioration of the textiles as a result of the Customer’s anomalous use or the environmental conditions.

8.2. Any handling and care instructions provided by Naomi Paul are provided as guidance only.

8.3. The Customer further acknowledges that:

8.3.1. the colour of the Goods may vary from batch to batch. If an exact match is required, the Customer is required to submit a request to Naomi Paul for a sample from stock;

8.3.2. there may be up to +/- 10% tolerance in height scale for the Goods being produced;

8.3.3. any treatment of fire retardancy of the Goods is provided on a case-by-case basis at Naomi Paul’s discretion, subject to the Customer submitting a written request to Naomi Paul and at the Customer’s sole and additional cost;

8.3.4. all treatments, including (without limitation) treatment for fire retardancy, are carried out at the Customer’s own risk and no liability will be accepted for any changes to appearance, etc. as a result of such treatment;

8.3.5. durability of all fire retardancy treatments is not guaranteed

9. Warranty and Cancellation Rights – Consumer Customer (this clause 9 only applies to Consumer Customer)

9.1 Naomi Paul ensures that the Goods it supplies are as described, fit for purpose and of satisfactory quality. Naomi Paul is under a legal duty to supply Goods that are in conformity with the Contract.

9.2. The Consumer Customer has 14 days from the delivery date to change its mind and cancel the Order. This does not apply to made-to-order Goods, perishable Goods bespoke (custom) or personalised Goods.

9.3. The Consumer Customer shall email Naomi Paul with the Order number at [email protected] for the cancellation of the Order.

9.4. If a Consumer Customer has already received the Order, it must return the Goods to Naomi Paul within 14 days of the date of cancellation email was sent. Naomi Paul may withhold the refund until it has received the Goods back from the Consumer Customer or until the Consumer Customer has provided with evidence of courier (whichever is earlier).

9.5. Goods must be returned to Naomi Paul in a new and unused condition and, to the extent possible, in their original packaging. Naomi Paul may make a deduction from the refund amount if the value of the Goods has diminished due to improper handling, if such handling was beyond what is necessary to establish the nature, characteristics and functioning of the Goods. The Consumer Customer is responsible for the Goods while they are in possession.

9.6. Unless the Goods are faulty or misdescribed, the Consumer Customer shall be responsible for the cost of returning the Goods to Naomi Paul.

9.7. Naomi Paul shall provide the Consumer Customer with a full refund (including basic delivery charges) as soon as possible to the same payment method that a Consumer Customer used when the Order was placed.

9.8. This clause provides a summary of some of Consumer Customers’ key rights. For more detailed information on Consumer Customers’ rights, please visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.

10. Warranty – Business Customer (this clause 10 only applies to Business Customer)

10.1 Naomi Paul warrants that the Goods shall, for a period of 15 days from the date of invoice (the Warranty Period):

10.1.1. conform in all material respects to the Order and the Specification; and

10.1.2. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

10.2. As the Customer’s sole and exclusive remedy, Naomi Paul shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 10.1, provided that the Customer:

10.2.1. serves a written notice on Naomi Paul during the Warranty Period in the case of defects discoverable by a physical inspection;

10.2.2 provides Naomi Paul with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;

10.2.3. gives Naomi Paul a reasonable opportunity to examine the defective Goods; and

10.2.4. returns the defective Goods to Naomi Paul at the Customer’s expense.

10.3. The provisions of these Conditions, including the warranties set out in clause 10.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

10.4. Naomi Paul shall not be liable for any failure of the Goods to comply with clause 10.1:

10.4.1. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

10.4.2. to the extent caused by the Customer’s failure to comply with Naomi Paul‘s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

10.4.3. to the extent caused by Naomi Paul following any specification, instruction or requirement of or given by the Customer in relation to the Goods;

10.4.4. where the Customer cuts, modifies or processes any Goods without Naomi Paul‘s prior written consent; or

10.4.5. where the Customer uses any of the Goods after notifying Naomi Paul that they do not comply with clause 10.1.

10.5. Except as set out in this clause 10:

10.5.1 Naomi Paul gives no warranties and makes no representations in relation to the Goods; and

10.5.2. shall have no liability for their failure to comply with the warranty in clause 10.1 and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

11. Limitation of liability – Consumer Customer (this clause 11 only applies to the Consumer Customer)

11.1. If Naomi Paul is in breach of these Conditions or is negligent, Naomi Paul shall be liable to the Consumer Customer for foreseeable loss or damage that it suffers as a result. “Foreseeable” means that, at the time the Contract was made, it was either clear that such loss or damage would occur or both parties knew that it might reasonably occur, as a result of something Naomi Paul did (or failed to do).

11.2. Naomi Paul shall not be liable for any loss or damage that was not foreseeable, any loss or damage not caused by Naomi Paul’s breach or negligence, or any business loss or damage.

11.3. Nothing in these terms excludes or limits our liability for any death or personal injury caused by Naomi Paul’s negligence, liability for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by laws.

12. Limitation of liability – Business Customer (this clause 12 only applies to the Business Customer)

12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.

12.2. Subject to clauses 12.5 and 12.6, Naomi Paul’s total liability shall not exceed the sum of the Order less VAT.

12.3. Subject to clauses 12.5 and 12.6, Naomi Paul shall not be liable for consequential, indirect or special losses.

12.4. Subject to clauses 12.5 and 12.6, Naomi Paul shall not be liable for any loss of profit, revenue, use, production, contract, commercial opportunity, savings, discount or rebate (whether actual or anticipated), loss or corruption of data, software or systems, loss or damage to equipment, harm to reputation or loss of goodwill; and/or wasted expenditure.

12.5. The limitations of liability set out in clauses 12.2 to 12.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

12.6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

12.6.1 death or personal injury caused by negligence;

12.6.2. fraud or fraudulent misrepresentation;

12.6.3. any other losses which cannot be excluded or limited by all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

12.6.4. any losses caused by wilful misconduct.

13. Confidentiality and announcements

13.1. The Customer shall keep confidential all Confidential Information of Naomi Paul and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1. any information which was in the public domain at the date of the Contract;

13.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3. any information which is independently developed by the Customer without using information supplied by Naomi Paul; or

13.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

13.2. This clause 13 shall remain in force for a period of three years from the date of the Contract and, if longer, three years after termination of the Contract.

13.3. The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 180 days, either party may terminate the Contract by written notice to the other party.

15. Termination

15.1. Naomi Paul may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

15.1.1.the Customer commits a material breach of the Contract and such breach is not remediable;

15.1.2. the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach; or

15.1.3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 31 days after the date that Naomi Paul has given notification to the Customer that the payment is overdue.

15.2 Naomi Paul may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

15.2.1. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Naomi Paul reasonably believes that to be the case;

15.2.2. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.2.3. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

15.2.4. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

15.2.5. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

15.2.6. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.2.7. has a resolution passed for its winding up;

15.2.8. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.2.9. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

15.2.10. has a freezing order made against it;

15.2.11. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

15.2.12. is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.12 in any jurisdiction.

15.3. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Naomi Paul to terminate the Contract under this clause 15, it shall immediately notify Naomi Paul in writing.

15.4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Naomi Paul at any time up to the date of termination.

16. Notices

16.1. Any notice given by a party under these Conditions shall:

16.1.1. be in writing and in English;

16.1.2. be sent to the relevant party at the address set out in the Contract.

16.2. Notices may be given, and are deemed received:

16.2.1. by hand: on receipt of a signature at the time of delivery;

16.2.2. by first class post: at 9.00 am on the Third Business Day after posting;

16.2.3. by email on receipt of a delivery email from the correct address.

16.3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:

16.3.1. on the date specified in the notice as being the date of such change; or

16.3.2. if no date is so specified, ten Business Days after the notice is deemed to be received.

16.4. This clause 16 does not apply to notices given in legal proceedings or arbitration.

17. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

18. Entire agreement – for Business Customers only

18.1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18.2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

18.3. Nothing in these Conditions purports to limit or exclude any liability for fraud.

19. Variation – for Business Customers only

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

20. Assignment

20.1. Naomi Paul may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part.

20.2. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Naomi Paul’s prior written consent.

21. Set-off – for Business Customer only

21.1 Naomi Paul shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Naomi Paul has with the Customer.

21.2. The Customer shall pay all sums that it owes to Naomi Paul under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

22. No partnership or agency – for Business Customer only

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

23. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause Naomi Paul irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Naomi Paul, the Customer acknowledges and agrees that Naomi Paul

is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

24. Severance

24.1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24.2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25. Waiver

25.1. No failure, delay or omission by Naomi Paul in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Naomi Paul shall prevent any future exercise of it or the exercise of any other right, power or remedy by Naomi Paul.

26. Conflicts within contract

Unless otherwise stated, if there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

27. Costs and expenses – for Business Customer only

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

28. Third party rights

28.1. Except as expressly provided for in clause 28.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

A28.2. ny Affiliate of Naomi Paul shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

29. Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Naomi Paul LTD (“Company”, “we”, “us”, or “our”), concerning your access to and use of the yarncollecrive.co.uk website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. If you do not agree with all of these terms of use, then you are expressly prohibited from using the site and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access

solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (3) you will not use the Site for any illegal or unauthorized purpose; and (4) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

5. Use any information obtained from the Site in order to harass, abuse, or harm another person.

6. Make improper use of our support services or submit false reports of abuse or misconduct.

7. Use the Site to advertise or offer to sell goods and services.

8. Engage in unauthorized framing of or linking to the Site.

9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that

interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

11. Delete the copyright or other proprietary rights notice from any Content.

12. Attempt to impersonate another user or person or use the username of another user.

13. Sell or otherwise transfer your profile.

14. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

15. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

17. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

19. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

20. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

21. Use a buying agent or purchasing agent to make purchases on the Site.

22. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

23. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. 2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. 3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use. 4. Your Contributions are not false, inaccurate, or misleading. 5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. 6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). 7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. 8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another. 9. Your Contributions do not violate any applicable law, regulation, or rule. 10. Your Contributions do not violate the privacy or publicity rights of any third party. 11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. 12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors; 13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. 14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination, or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITE AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase

of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain ip addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use or participation in the site or delete any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Naomi Paul LTD and yourself both agree to submit to the non-exclusive jurisdiction of the courts of London , which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.

DISPUTE RESOLUTION

The European Commission provides an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr. If you would like to bring this subject to our attention, please contact us.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

The site is provided on an as-is and as-available basis. You agree that your use of the site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no

warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

LIMITATIONS OF LIABILITY

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of the amount paid, if any, by you to us. Certain us state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: [email protected]