Brandably LTD - Terms and Conditions of Sale

1.1. In these Conditions, the following definitions apply:

• "Brandably", "we", "us", "our": Refers to Brandably LTD, a company registered in England and Wales under company number 11511673, with our registered office at 1 Balloon Street Manchester M4 4BE.
• "Client", "you", "your": Refers to the business, firm, or company purchasing Goods and/or Services from Brandably.
• "Conditions": These terms and conditions as amended from time to time.
• "Contract": The contract between Brandably and the Client for the sale and purchase of the Goods and/or Services, incorporating these Conditions.
• "Goods": The branded merchandise, swag packs, or any other products supplied by Brandably to the Client (including any part of them).
• "Services": The customisation, branding, design, or artwork services supplied by Brandably to the Client.
• "Order": The Client’s order for the Goods and/or Services, whether submitted via our website, email, or in writing.
• "Proof": A digital mock-up or physical sample of the Goods showing the proposed customisation for the Client's approval.
• "Client Materials": All logos, trademarks, designs, text, images, and other materials or intellectual property provided by the Client to Brandably for use in the Services.
• "Intellectual Property Rights": Patents, logos, trademarks, copyright, design rights, database rights, trade secrets, and all other similar rights.

1.2. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.1. An Order constitutes an offer by the Client to purchase Goods and/or Services in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order are complete and accurate.

2.2. The Order shall only be deemed accepted when Brandably issues a written acceptance of the Order (e.g., an “Order Confirmation” email) or begins to process the Order, at which point the Contract shall come into existence.

2.3. Any samples, drawings, descriptive matter, or advertising produced by Brandably and any descriptions or illustrations contained in our catalogues or website are for the sole purpose of giving an approximate idea of the Goods. They shall not form part of the Contract or have any contractual force.

2.4. A quotation for the Goods given by Brandably shall not constitute an offer. A quotation is only valid for a period of 30 days from its date of issue, unless otherwise stated.

3.1. Proof Approval:

• Brandably will provide the Client with a Proof where Services include customisation.
• It is the Client’s sole responsibility to check the Proof for all errors, including spelling, grammar, layout, colours, and dimensions.
• Brandably shall not be liable for any errors in finished Goods that were present on a Proof approved by the Client.
• If the Client waives the right to a Proof, Brandably accepts no liability for any inaccuracies in the final Goods.
• Colours on digital Proofs are illustrative. While Brandably will make reasonable efforts to match provided Pantone or colour references, exact matches cannot be guaranteed.

3.2. Client Materials & Intellectual Property:

• The Client warrants that it owns or has all necessary licences and permissions for all Client Materials provided to Brandably.
• The Client grants Brandably a non-exclusive, royalty-free licence to use the Client Materials solely for fulfilling the Order.
• The Client shall indemnify Brandably against all losses, damages, and costs arising from any claim that our use of the Client Materials infringes a third party’s Intellectual Property Rights.
• All Intellectual Property Rights in any design or artwork created by Brandably (excluding Client Materials) shall remain the property of Brandably.

• The price shall be as set out in the Order Confirmation.
• All prices are exclusive of VAT, which the Client shall pay at the prevailing rate.
• Delivery charges, packaging, insurance, and transport costs will be invoiced separately.
• Brandably may require full payment or a deposit before commencing work.
• Unless otherwise agreed, all invoices must be paid within 30 days of the invoice date.
• Late payments may incur interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts Act 1998.

• Brandably shall ensure that Goods are properly packed.
• Delivery shall be made to the location stated in the Order.
• Delivery dates are approximate. Brandably is not liable for delays due to Force Majeure or Client failure to provide instructions.
• Risk passes to the Client upon delivery completion.
• Title passes only after Brandably has received payment in full.

• These terms apply to B2B transactions — no consumer “cooling-off” period applies.
• All Goods are bespoke; once an Order is confirmed, it cannot be cancelled.
• We do not accept returns of non-faulty Goods.
• Faults must be reported in writing within 5 working days of delivery.
• If Goods are proven defective, Brandably may replace them or issue a proportional credit/refund.
• Brandably is not liable for defects due to fair wear and tear, negligence, abnormal conditions, or failure to follow instructions.

7.1. Nothing in these Conditions limits or excludes Brandably’s liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any matter which cannot lawfully be excluded under applicable law.

7.2. Subject to Clause 7.1, Brandably shall not be liable for:

• Loss of profit.
• Loss of business or opportunity.
• Loss of reputation or goodwill.
• Any indirect or consequential loss.

7.3. Brandably’s total liability shall not exceed the total price paid by the Client for the relevant Order.

• Both parties must comply with the Data Protection Act 2018 and UK GDPR.
• Brandably will only use Client data to fulfil Orders, manage accounts, and as set out in our Privacy Policy.

Brandably shall not be liable for any failure or delay caused by events beyond its reasonable control, including strikes, lock-outs, industrial disputes, utility failure, act of God, war, riot, civil commotion, pandemic, damage, governmental orders, accident, breakdown, fire, flood, or storm.

10.1. Severance

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent possible to make it valid. If not possible, it shall be deleted without affecting the rest of the Contract.

10.2. Waiver

A waiver of any right or remedy must be in writing and shall not constitute a waiver of any future breach.

10.3. Governing Law & Jurisdiction

The Contract shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction over any disputes.