1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Customer: the person or business who purchases the Goods and/or Services from West Plum Studio.
Goods: the goods (or any part of them) set out on the order page of the Website and/or in the catalogue/linesheet.
Goods Specification: any specification for bespoke Goods, including any relevant designs or drawings, that is agreed in writing by the Customer and West Plum Studio.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Services: the services supplied by West Plum Studio to the Customer, as set out on on the order page of the Website and/or in the catalogue/linesheet.
West Plum Studio: the supplier, Sophie Roberts trading as West Plum Studio, whose main trading address is at 11 The Greenway, Haxby, York, YO32 3FE.
1.2 In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails.
2. These terms
2.1 These are the terms and conditions on which West Plum Studio supplies goods and services to the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 All of these terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.3 Customers are asked to please read these terms carefully before submitting their order. These terms tell the Customer who West Plum Studio is, how it will provide products to them, how either party may change or end the contract, what to do if there is a problem and other important information. If the Customer thinks that there is a mistake in these terms or require any changes, they can contact West Plum Studio to discuss.
2.4 In some areas the Customer will have different rights under these terms depending on whether they are a business or consumer. A Customer is a consumer if:
(a) They are an individual.
(b) They are buying products from West Plum Studio wholly or mainly for their personal use (not for use in connection with their trade, business, craft or profession).
2.5 If a Customer is a business customer these terms constitute the entire agreement between the Customer and West Plum Studio in relation to their purchase. They acknowledge that they have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of West Plum Studio which is not set out in these terms and that they shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
3. Information about West Plum Studio and how to contact it
3.1 West Plum Studio is the trading name of Sophie Roberts, a sole trader established in England and Wales. Its address is 11 The Greenway, Haxby, York, YO32 3FE.
3.2 Customers can contact West Plum Studio by writing to it at email@example.com.
3.3 If West Plum Studio have to contact the Customer it will do so by telephone or by writing to them at the email address or postal address they provided to it in their order.
4. Basis of contract
4.1 Acceptance of orders will take place when West Plum Studio emails the Customer to accept it, at which point a contract will come into existence.
4.2 Any quotation given by West Plum Studio shall not constitute an offer, and is only valid for acceptance for a period of 20 Business Days from its date of issue.
4.3 If West Plum Studio are unable to accept an order, it will inform the Customer of this in writing and will not charge for the product. This might be because the product is out of stock, because of unexpected limits on its resources which it could not reasonably plan for, because it has identified an error in the price or description of the product or because it is unable to meet a delivery deadline specified by the Customer.
4.4 An order number will be assigned to each Order and provided on acceptance of the Order. It will help if the order number is provided when contacting West Plum Studio about the Order.
4.5 The Website is solely for the promotion of products in the UK. Unfortunately, West Plum Studio does not accept orders from addresses outside the UK.
5.1 The Goods are described on the Website (as modified by any applicable Goods Specification). Images of the Goods on the Website are for illustrative purposes only. West Plum Studio has made every effort to display the colours accurately, but cannot guarantee that the display of the colours on the Customer’s computer accurately reflect the colour of the Goods. The Goods may vary slightly from those images. Although West Plum Studio makes every effort to be as accurate as possible, because the Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on the Website have a 2% tolerance.
5.2 Where the Goods are to be made to a Goods Specification supplied by the Customer, the Customer is responsible for ensuring that these measurements are correct.
5.3 The packaging of the Goods may vary from that shown in images on the Website.
5.4 West Plum Studio reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
5.5 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This Clause 5.5 shall survive termination of the Contract.
6. Changes to the Product
6.1 If the Customer wishes to make a change to the product they have ordered they may contact West Plum Studio, which will let the Customer know if the change is possible. If it is possible the Customer will be informed about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of the requested changes and ask them to confirm whether they wish to go ahead with the change.
6.2 West Plum Studio may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect the Customer’s use of the product.
6.3 In the event more significant changes are to be made to these terms or the product, West Plum Studio will notify the Customer. The Customer may then contact West Plum Studio to end the contract before the changes take effect and receive a refund for any products paid for but not received.
7. Delivery of Goods
7.1 The costs of delivery will be as displayed on the Website.
7.2 During the order process the Customer will be informed as to when the Goods will be delivered. If the Goods are ongoing subscriptions, the customer will also be told when and how they can end the contract during the order process.
7.3 If supply of the Goods is delayed by an event outside of the control of West Plum Studio then it will contact the Customer as soon as possible to let them know and will take steps to minimise the effect of the delay. Provided this is done West Plum Studio will not be liable for delays caused by the event, but if there is a risk of substantial delay the Customer may contact West Plum Studio to end the contract and receive a refund for any Goods paid for but not received.
7.4 If no one is available at the Customer’s address to take delivery and the Goods cannot be posted through the letterbox, a note will be left informing the Customer of how to rearrange delivery or collect the products from a local depot.
7.5 If, after a failed delivery, the Customer does not re-arrange delivery or collect them from a delivery depot they will be contacted by West Plum Studio for further instructions and may be charged for storage costs and any further delivery costs. If, despite reasonable efforts, West Plum Studio are unable to contact the Customer or re-arrange delivery it may end the contract and clause 11.1 will apply
7.6 The Goods will be the Customer’s responsibility from the time they are delivered to the address provided by the Customer.
7.7 The Customer owns the Goods once West Plum Studio has received payment in full.
7.8 The Customer may need to supply certain information in order for West Plum Studio to supply the Goods. If so, this will have been stated in the description of the Goods on the Website. The Customer will be contacted in writing to ask for this information. If this information is not given within a reasonable time of asking, or is incomplete or incorrect, West Plum Studio may either end the contract (and clause 11.1 will apply) or make an additional charge of a reasonable sum to compensate it for any extra work that is required as a result. It will not be responsible for supplying the Goods late or not supplying any part of them if this is caused by the Customer not providing the information needed within a reasonable time of being asked for it.
7.9 West Plum Studio may have to suspend the supply of the Goods to the Customer to:
(a) deal with technical problems or make minor technical changes;
(b) update the Goods to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Goods as requested by or notified the Customer (see clause 6).
7.10 West Plum Studio will contact the Customer in advance to tell them it will be suspending supply of the Goods, unless the problem is urgent or an emergency. If it has to suspend the Goods for longer than 1 month in any 3 month period it will adjust the price so that the Customer does not pay for the Goods while they are suspended. The Customer may contact West Plum Studio to end the contract for the Goods if it suspends it, or tells the Customer it is going to suspend it, in each case for a period of more than 1 month in any 3 month period and West Plum Studio will refund any sums paid in advance for the Goods in respect of the period after end the contract is ended.
7.11 If the Customer does not pay for the Goods when they are supposed to (see clause 15.2) and still does not make payment within 14 days of West Plum Studio reminding them that payment is due, West Plum Studio may suspend supply of the Goods until the Customer has paid the outstanding amounts. West Plum Studio will contact the Customer to tell them it is suspending supply of the Goods. It will not suspend the Goods where the Customer disputes the unpaid invoice (see clause 15). It will not charge the Customer for the Goods during the period for which they are suspended. As well as suspending the Goods it can also charge it interest on its overdue payments (see clause 15.6).
8. Supply of Services
8.1 West Plum Studio shall provide the Services to the Customer in accordance with the description of the Services on the Website in all material respects.
8.2 The Services shall be provided on the date set out in the order.
8.3 West Plum Studio shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and West Plum Studio shall notify the Customer in any such event.
8.4 West Plum Studio warrants to the Customer that the Services will be provided using reasonable care and skill.
8.5 The Customer shall:
(a) ensure that the terms of the order are complete and accurate;
(b) co-operate with West Plum Studio in all matters relating to the Services;
(c) provide West Plum Studio, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by West Plum Studio to provide the Services;
(d) provide West Plum Studio with such information and materials as West Plum Studio may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
8.6 If West Plum Studio's performance of any of its obligations in respect of the Services is prevented or delayed by the failure of the Customer to perform any of the relevant obligations under clause 8.5 (and the Customer does not have a good reason for this) West Plum Studio may charge them additional costs incurred by it as a result. If, despite its reasonable efforts, it is unable to contact the Customer or re-arrange to supply the Services it may end the contract and Clause 11.2 will apply.
8.7 If the supply of the Services is delayed by an event outside of the control of West Plum Studio then it will contact the Customer as soon as possible to let them know and it will take steps to minimise the effect of the delay. Provided it does this it will not be liable for delays caused by the event, but if there is a risk of substantial delay the Customer may contact it to end the contract and receive a refund for any Services they have paid for but not received.
9. The Customer’s Rights to Terminate the Contract
9.1 The Customers rights when it ends the contract will depend on what they have bought, whether there is anything wrong with it, how West Plum Studio are performing and when they decide to end the contract:
(a) If what they have bought is faulty or misdescribed they may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of their money back), see clause 13 if the customer is a consumer and Clause 14 if the customer is a business;
(b) If they want to end the contract because of something West Plum Studio has done or has told them it is going to do, see clause 9.2;
(c) If they have just changed their mind about the Goods or Services, see clause 9.3. They may be able to get a refund if they are within the cooling-off period, but this may be subject to deductions and they will have to pay the costs of return of any goods;
(d) In all other cases (if West Plum Studio is not at fault and there is no right to change their mind), see clause 9.6.
9.2 If the Customer is ending a contract for a reason set out at (a) to (e) below the contract will end immediately and West Plum Studio will refund the Customer in full for any Goods or Services which have not been provided and they may also be entitled to compensation. The reasons are:
(a) West Plum Studio has told the Customer about an upcoming change to the Goods or Services or these terms which they do not agree to (see clause (6.2));
(b) West Plum Studio has told the Customer about an error in the price or description of the Goods or Services they have ordered and they do not wish to proceed;
(c) there is a risk that supply of the Goods or Services may be significantly delayed because of events outside the control of West Plum Studio;
(d) West Plum Studio has suspended supply of the Goods or Services for technical reasons, or notifies the Customer it is going to suspend them for technical reasons, in each case for a period of more than 1 month; or
(e) the Customer has a legal right to end the contract because of something West Plum Studio has done wrong.
9.3 If the Customer is a consumer, for most products bought online they have a legal right to change their mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
Right under the Consumer Contracts Regulations 2013
14 day period for the customer to change their mind
Consumer to pay the costs of return
9.4 If the Customer is a consumer, they do not have a right to change their mind in respect of:
(a) Goods made to a Goods Specification;
(b) Services, once they have been completed, even if the cancellation period is still running;
(c) products sealed for health protection or hygiene purposes, once these have been unsealed after the Customer receives them;
(d) sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after the Customer receives them; and
(e) any products which become mixed inseparably with other items after their delivery.
9.5 If the Customer is a consumer, they have 14 days the day they (or someone they nominate) receive the Goods to change their mind after, unless:
(a) The Goods are split into several deliveries over different days. In this case they have until 14 days after the day they (or someone they nominate) receive the last delivery to change their mind about the goods.
(b) Their Goods are for regular delivery over a set period. In this case they have until 14 days after the day they (or someone they nominate) receive the first delivery of the goods.
9.6 Even if West Plum Studio is not at fault and the Customer does not have a right to change their mind (see clause 9.1), they can still end the contract before it is completed, but they may have to pay compensation. A contract for Goods is completed when the product is delivered and paid for. If the Customer wants to end a contract before it is completed where West Plum Studio is not at fault and they have not changed their mind, they can contact West Plum Studio to let it know. The contract will end immediately and it will refund any sums paid by the Customer for products not provided but it may deduct from that refund (or, if advance payment has been made, charge you) reasonable compensation for the net costs it will incur as a result of their ending the contract.
10. How to end the contract with West Plum Studio (including where the Customer has changed their mind)
10.1 To end the contract the Customer can contact West Plum Studio by emailing at firstname.lastname@example.org. They will be asked to provide their name, home address, details of the order and, where available, their phone number and email address.
10.2 If the Customer ends the contract for any reason after Goods have been dispatched or received, they must return them to West Plum Studio. They must either return the Goods in person to where they bought them, post them back to 11 The Greenway, Haxby, York, YO32 3FE or (if they are not suitable for posting) allow for collection. The Customer can email West Plum Studio at email@example.com for a return label or to arrange collection. If they are exercising their right to change their mind they must send off the Goods within 14 days of telling West Plum Studio they wish to end the contract.
10.3 West Plum Studio will pay the costs of return:
(a) if the Goods are faulty or misdescribed;
(b) if the Customer is ending the contract because West Plum Studio has told them of an upcoming change to the Goods or these terms, an error in pricing or description, a delay in delivery due to events outside its control or because the Customer has a legal right to do so as a result of something it has done wrong;
In all other circumstances (including where they are exercising their right to change their mind) the Customer must pay the costs of return.
10.4 If the Customer is responsible for the costs of return and West Plum Studio are collecting the Goods from them, it will charge them the direct cost to it of collection.
10.5 If the Customer is ending a contract for Services West Plum Studios will refund the price they paid:
(a) if the Customer is ending the contract because West Plum Studio have told them of an upcoming change to the Services or these terms, an error in pricing or description, a delay in the provision of the Services due to events outside West Plum Studio’s control or because the Customer has a legal right to do so as a result of something West Plum Studio has done wrong; or
(b) if the Customer is exercising their right to change their mind no less than 72 hours before the date for the provision of Services as set out in the order.
10.6 West Plum Studio will refund the Customer the price they paid for the Goods or Services including delivery costs, by the method they used for payment. However, they may make deductions from the price, as described below.
10.7 If the Customer is exercising their right to change their mind:
(a) West Plum Studio may reduce the Customer’s refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by the Customer’s handling them in a way which would not be permitted in a shop. See the Returns page for information about what handling is acceptable and examples. If West Plum Studio refunds the Customer the price paid before it is able to inspect the goods and later discover the Customer has handled them in an unacceptable way, they must pay it an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method offered by West Plum Studio. For example, if it offers delivery of a product within 3-5 days at one cost but the Customer chooses to have the product delivered within 24 hours at a higher cost, then it will only refund what they would have paid for the cheaper delivery option.
(c) If the contract is for Services and the Customer ends the contract less than 72 hours before the date for the supply of Services as set out in the order, West Plum Studios is entitled to refuse to refund the price paid for the Services.
10.8 West Plum Studio will make any refunds due to the Customer as soon as possible. If the Customer is exercising their right to change their mind then:
(a) If the products are Goods and West Plum Studio’s has not offered to collect them, the refund will be made within 14 days from the day on which it receives the product back from the Customer or, if earlier, the day on which the Customer provides it with evidence that they have sent the product back to it. For information about how to return a product, see clause 9.2.
(b) In all other cases, the refund will be made within 14 days of the Customer telling West Plum Studio they have changed their mind.
11. West Plum Studio’s rights to end the contract
11.1 West Plum Studio may end the contract for a product at any time by writing to the Customer if:
(a) the Customer does not make any payment when it is due and they still do not make payment within 14 days of West Plum Studio reminding them that payment is due;
(b) the Customer does not, within a reasonable time of West Plum Studio asking for it, provide it with information that is necessary for it to provide the products;
(c) the Customer does not, within a reasonable time, allow West Plum Studio to deliver the Goods to them.
11.2 If West Plum Studio ends the contract in the situations set out in clause 11.1 it will refund any money the Customer has paid in advance for products it has not provided but it may deduct or charge the Customer reasonable compensation for the net costs West Plum Studio will incur as a result of their breaking the contract.
11.3 West Plum Studio may write to the Customer to let them know that it is going to stop providing the product. It will let them know at least 7 days in advance of its stopping the supply of the product and will refund any sums that have been paid in advance for products which will not be provided.
12. If there is a problem with the Goods or Services
12.1 If the Customer has any questions or complaints about the product, they can contact West Plum Studio. They can write to firstname.lastname@example.org.
13. The Customer’s rights in respect of defective products if they are a consumer
13.1 If the Customer is a consumer West Plum Studio is under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of key legal rights in relation to the products. Nothing in these terms will affect the Customer’s legal rights.
Summary of key legal rights
This is a summary of the Customer’s 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.
Where the product is Goods, for example a greetings card, The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the product the Customer’s legal rights entitle the Customer to the following:
a) Up to 30 days: if their goods are faulty, then they can get an immediate refund.
b) Up to six months: if their goods can't be repaired or replaced, then they're entitled to a full refund, in most cases.
c) Up to six years: if their goods do not last a reasonable length of time they may be entitled to some money back.
See also clause 9.3.
Where the product is Services, for example a workshop, the Consumer Rights Act 2015 says:
a) The Customer can ask West Plum Studio to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if it cannot be fixed.
b) If a price hasn’t been agreed beforehand, what the Customer is asked to pay must be reasonable.
c) If a time hasn’t been agreed beforehand, it must be carried out within a reasonable time.
See also Clause 9.2
13.2 If the Customer wishes to exercise their legal rights to reject products they must either return them in person to where they bought them, post them back to West Plum Studio or (if they are not suitable for posting) allow it to collect them. West Plum Studio will pay the costs of postage or collection. The Customer may email West Plum Studio at email@example.com for a return label or to arrange collection.
14. The Customer’s rights in respect of defective products if they are a business
14.1 If the Customer is a business customer West Plum Studio warrants that on delivery, and for a period of 6 months from the date of delivery (Warranty Period), any products which are Goods shall:
(a) conform with their description and any relevant specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by West Plum Studio.
14.2 Subject to clause 14.3, if:
(a) the Customer gives West Plum Studio notice in writing during the Warranty Period within a reasonable time of discovery that the Goods do not comply with the warranty set out in clause 14;
(b) West Plum Studio are given a reasonable opportunity of examining such Goods; and
(c) the Customer returns such Goods to West Plum Studio at its cost,
West Plum Studio shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
14.3 West Plum Studio will not be liable for a product's failure to comply with the warranty in clause 14.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 14.2(a);
(b) the defect arises because the Customer failed to follow West Plum Studio’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of West Plum Studio following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs the Goods without West Plum Studio’s written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.4 Except as provided in this clause 14, West Plum Studio shall have no liability to the Customer in respect of a Good's failure to comply with the warranty set out in clause 14.1.
14.5 These terms shall apply to any repaired or replacement Goods supplied by West Plum Studio under clause (14.2).
15. Price and payment
15.1 The price of the Goods and Services will be the price indicated on the order pages when the order is placed. West Plum Studio take all reasonable care to ensure that the price of the product advised to the Customer is correct. However, see clause 15.2 for what happens if an error in the price of the Goods or Services ordered is discovered.
15.2 It is always possible that, despite the best efforts of West Plum Studio, some of the products it sells may be incorrectly priced. It will normally check prices before accepting the Customer’s order so that, where the product's correct price at the order date is less than the stated price at the Customer’s order date, it will charge the lower amount. If the product's correct price at the order date is higher than the price stated to the Customer, West Plum Studio will contact the Customer for their instructions before accepting their order. If West Plum Studio accepts and processes an order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, it may end the contract, refund any sums the Customer has paid and require the return of any goods provided to them.
15.3 West Plum Studio accepts payment via PayPal and bank transfer.
15.4 The Customer must pay for the Goods before they are dispatched.
15.5 The Customer must pay for the Services before the date of supply as set out in the order.
15.6 If the Customer does not make any payment to West Plum Studio by the due date West Plum Studio may charge interest on the overdue amount at the rate of 4% a year above the base lending rate of The Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer must pay West Plum Studio interest together with any overdue amount.
15.7 In respect of Goods made to a Goods Specification and where the Customer is a business customer:
(a) West Plum Studio may invoice the Customer on or at any time after the Order, but prior to completion of delivery.
(b) The Customer shall pay each invoice submitted by West Plum Studio:
(i) within 7 days of the date of the invoice, and in any event prior to the delivery of the relevant Goods; and
(ii) in full and in cleared funds to a bank account nominated in writing by West Plum Studio, and
time for payment shall be of the essence.
(c) West Plum Studio reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to West Plum Studio that is due to:
(i) any factor beyond the control of West Plum Studio (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give West Plum Studio adequate or accurate information or instructions in respect of the Goods.
(d) The Customer must pay all amounts due under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
(e) If the Customer thinks an invoice is wrong they can contact West Plum Studio promptly to let it know. They will not have to pay any interest until the dispute is resolved. Once the dispute is resolved West Plum Studio will charge the Customer interest on correctly invoiced sums from the original due date.
16 Responsibility for loss or damage where the customer is a consumer
16.1 If West Plum Studio fails to comply with these terms, it is responsible for loss or damage the Customer suffers that is a foreseeable result of it breaking this contract or failing to use reasonable care and skill, but it is 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 the contract was made, both West Plum Studio and the Customer knew it might happen, for example, if they discussed it during the sales process.
16.2 West Plum Studio does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by West Plum Studio’s negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Customer’s legal rights in relation to the products including the right to receive products which are: as described and match information West Plum Studio provided to the Customer and any sample or model seen or examined by them; of satisfactory quality; fit for any particular purpose made known to West Plum Studio; and for defective products under the Consumer Protection Act 1987.
16.3 West Plum Studio only supply the products for domestic and private use. If the Customer uses the products for any commercial, business or re-sale purpose West Plum Studio will have no liability to them for any loss of profit, loss of business, business interruption, or loss of business opportunity.
17. Responsibility for loss or damage where the customer is a Business
17.1 Nothing in these terms shall limit or exclude liability for:
(a) death or personal injury caused by West Plum Studio’s negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for West Plum Studio to exclude or restrict liability.
17.2 Except to the extent expressly stated in clause 14.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
17.3 Subject to clause 17.1:
(a) West Plum Studio shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between the Parties; and
(b) West Plum Studio’s total liability to the Customer for all other losses arising under or in connection with any contract between the parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the products.
18. How West Plum Studio may use Customer’s personal information
19. Intellectual property rights
19.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by West Plum Studio.
19.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods or Services, the Customer's use of any such Intellectual Property Rights is conditional on West Plum Studio obtaining a written licence from the relevant licensor on such terms as will entitle West Plum Studio to license such rights to the Customer.
19.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
20.1 Assignment and other dealings.
(a) West Plum Studio may transfer its rights and obligations under these terms to another organisation. It will contact the Customer to let them know if it plans to do this. If the Customer is unhappy with the transfer they may contact West Plum Studio to end the contract within 14 days of being told about it and West Plum Studio will refund any payments they have made in advance for products not provided.
(b) The Customer may only transfer their rights or obligations under these terms to another person if both parties agree to this in writing. However, if they are a consumer they may transfer West Plum Studio’s guarantee at clause 9.3 to a person who has acquired the product or, where the product is Services, any item or property in respect of which West Plum Studio has provided the Services. West Plum Studio may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.
20.2 Severance. 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.
20.3 Waiver. If West Plum Studio does not insist immediately that the Customer does anything they are required to do under these terms, or if it delays in taking steps against the Customer in respect of their breaking this contract, that will not mean that they do not have to do those things and it will not prevent it taking steps against them at a later date. For example, if the Customer misses a payment and West Plum Studio does not chase them but it continues to provide the products, it can still require them to make the payment at a later date.
20.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms, except as explained in Clause 20.1 in respect of West Plum Studio’s guarantee. Neither party will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
20.5 Governing law and Jurisdiction where the Customer is a consumer. These terms are governed by English law and the Customer can bring legal proceedings in respect of the products in the English courts. If the Customer lives in Scotland they can bring legal proceedings in respect of the products in either the Scottish or the English courts. If they live in Northern Ireland they can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
20.6 Governing law and Jurisdiction where the Customer is a business. Where the Customer is a business, any dispute or claim arising out of or in connection with a contract between West Plum Studio or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.