1. Scope – these Terms & Conditions (“the Terms”) shall apply to all offers and sales made by SHMYLS Ltd of 64, Cavendish Rd, Manchester, M20 1QF (“SHMYLS”) and any purchase orders accepted by them acting as sales agent on behalf of the Seller identified on the Brand-room associated with the Goods being purchased on SHMYLS website SHMYLS.com.
2. The Contract– by placing an order with SHMYLS, via their website the “Customer” (or “You” or “Your”) is offering to purchase Goods from the Seller on the basis of these Terms. The contract shall only be formed upon despatch of the Goods. No pricing made available by SHMYLS shall constitute an offer capable of acceptance and SHMYLS expressly reserves the right to amend the prices at any time upon instruction from the Seller. Variation of screen definition and contrast means that any images, drawings or descriptions made available by SHMYLS in any form or via any medium whatsoever are produced for guidance only and do not constitute part of an offer or part of the contract. You are responsible for checking that the terms and details of any order are correct and accurate.
3. Contract Variations –
i) SHMYLS, acting on the instructions of the Seller, reserves the right to vary or alter the specifications of the Goods at any time and without notice unless otherwise agreed in writing with the Customer.
ii) Any contract variation by You must be submitted either orally or in writing to SHMYLS for assessment as to impact on price and delivery. Such variation will not have contractual legal effect until agreed in writing by both parties.
4. “Goods” – Goods governed by these Terms means any Goods produced or sourced by the Seller as listed in the order and may include:
i) Standard list Goods – these are part of the Seller’s standard range of Goods which are available for purchase by all customers and are publicised as being for general sale in marketing documents and/or on the website;
ii) Bespoke Goods – these are non-standard Goods designed and produced by the Seller to the explicit instructions and requirements of the Customer;
iii) Sourced Goods – these are Goods sourced by the Seller from third party suppliers and made available for sale under lawful agreement either in their sourced form or incorporated into Sellers own Goods;
iv) Customer Nominated Sourced Goods – these are Goods sourced from a third-party supplier at the Customer’s request and supplied to the customer either in the sourced form or incorporated into the Seller’s own Goods. The Seller accepts no responsibility or liability for the performance, quality or delivery of these Goods.
5. Pricing – Unless otherwise stated all pricing is exclusive of any delivery charges.
6. Delivery –
i) Although the Seller shall try in all good faith to meet delivery dates, they are not guaranteed but are estimates based upon the information available to the Seller at the time of order confirmation. Under no circumstances shall SHMYLS or the Seller be liable for any damages or losses whatsoever arising from any delay in delivery unless there is specific written agreement between SHMYLS and the Customer. Liability of both SHMYLS and the Seller collectively shall be limited at their sole discretion to;
a) Delivering the Goods within a reasonable time;
b) Refunding the pro-rata price based on the quantity of the Goods that are undelivered.
ii) Delivery shall be made by the Seller to the delivery location specified by You and shall require You to have a responsible person at that location to accept and sign for the Goods. If there is no such person available at the specified delivery location, then You agree to the Seller leaving the Goods at that location and in this case risk in the Goods will pass to You at that time and no further liability shall remain with SHMYLS or the Seller with respect to the Goods to the limit permitted by applicable law;
iii) If You fail to take delivery of the Goods, delivery fails because of inaccurate delivery location information provided by You or any other reason due to Your negligence or fault then the Seller can, at their sole discretion and without limitation to any other rights and remedies:
a) Charge You for any delivery and recovery costs of the Goods to and from the delivery location together with a £50 administration fee;
b) Charge You for any storage costs in order to store the Goods for future delivery;
c) Charge you at full value for any Bespoke Goods;
d) Charge you at full value for any Sourced or Customer Nominated Sourced Goods where such products cannot be sold elsewhere or returned for full refund to the original supplier within 15 days of the failed delivery.
7. Delivery in Instalments – if the Goods are delivered in instalments then each delivery shall constitute a separate contract. Any failure by the Seller to deliver any one or more instalment in accordance with these Terms shall not entitle You to repudiate and terminate the entire contract.
8. Inspection of the Goods – it is Your responsibility to check that the quantities and specifications of the Goods correspond to the contract and that there are no visible signs of damage before accepting and signing for delivery.
9. Product Returns – our Sellers aim to always provide high quality Goods that are fault free and undamaged. On occasion however, Goods may need to be returned either because the Customer simply changes their mind or because they are not as ordered, faulty or damaged in transit. Returns are governed by the following Terms and Conditions which explain Your legal rights and obligations in returning the Goods:
i) Please Note – consumer’s legal rights: when You buy goods from a business You have a number of rights under the Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 which include the right to claim a refund, replacement, repair and/or compensation where the goods are faulty or not as described subject to certain conditions. There is no legal right to return goods because You have changed your mind unless You are based within the EU and the goods were bought via an off premises or distance selling method. In this case You are entitled to cancel the order and return the goods subject to certain conditions.
ii) You simply change your mind having bought the goods via a distance selling method e.g. website or via off premises selling. Right to cancel – if You are based within the European Union and You have bought the products through the SHMYLS website or any other distance selling or off premises selling method, You have a statutory right to a “cooling off” period. This period begins once your order is complete and ends 14 calendar days after the Goods have been delivered to you. If the Goods are delivered to You in instalments, the 14-calendar day period begins on the day that You receive the final instalment. If You change your mind about the goods within this period, please inform SHMYLS within 14 calendar days of receipt in writing or by fax or email. Goods must be returned to SHMYLS within 14 calendar days of the day on which You inform SHMYLS that You wish to return the Goods. You are responsible for paying return shipment costs if Goods are returned for this reason. Refunds will be issued no later than 14 calendar days after SHMYLS receives the Goods or receives evidence of the return of the Goods and will include costs of standard initial delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded. SHMYLS may not be able to accept returns under the cooling off period of the following types of Goods and/or taking into account the following circumstances:
a) Goods made to your specifications or that have been personalised;
b) Goods which cannot be returned for health and hygiene reasons because they may have been contaminated with blood or other bodily fluids e.g. earrings;
c) If You have had any use or enjoyment out of the Goods beyond handling them to the extent necessary to establish the nature, characteristics and functioning of them (such as you would, for example, handle a display item in a shop). In this case SHMYLS can reduce the amount of refund in accordance with their diminished value up to the value of the Goods. Please note that opening packaging does not prevent you from returning Goods unless the Goods fall under sub-Clauses b) or c) and in any event does not include the opening of delivery packaging, only the packaging of the product itself. Clothing products must be returned unwashed and with the original tags still attached.
It is the Your responsibility that the Goods are stored safely and in good condition and returned in either the original packaging or other suitable packaging to prevent damage in shipment. If Goods are damaged because of poor storage conditions or poor return packaging, then the amount of refund can be reduced to reflect their diminished value.
iii) Goods are not as described, not as ordered, faulty or damaged in transit – in this situation You have a right to return the Goods for either refund or replacement. You should contact us within 30 calendar days to arrange collection and return. You will be given the option to have the Goods replaced or to be refunded through the payment method used by you when purchasing the Goods. The Seller is fully responsible for paying all return shipment costs together with the shipment costs for any replaced Goods. Replacements will be issued upon the receipt of the returned Goods by the Seller. Refunds will be issued within 7 working days and in any event no later than 30 calendar days after receipt of the returned Goods and will include standard initial delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
It is the Customer’s responsibility that the Goods are stored safely and in good condition and returned in either the original packaging or other suitable packaging to prevent damage in shipment. If Goods are damaged through use or because of poor storage conditions or poor return packaging, then the amount of refund can be reduced to reflect their diminished value.
10. Payment –
i) The Seller through SHMYLS will grant credit at their absolute discretion and reserve all rights to refuse credit to the extent of applicable law.
ii) The Seller through SHMYLS may in some circumstances require a non-refundable deposit to be paid at the time of order.
iii) Unless otherwise agreed in writing payment for all Goods must be made in advance and in full, without any deductions. Time for payment shall be of the essence and Goods will not delivered unless full payment has been made.
iv) Failure to pay any overdue invoices or charges shall entitle the Seller to suspend any unexecuted or future orders without further notice and at their sole discretion.
v) If failure to pay is due to any cheques, standing orders or directs debits in Your name being dishonoured then this will invoke clause 10(iv) together with a further charge of £80 to cover bank and administrative costs.
11. Risk, Title and Ownership – risk in the Goods will pass to You upon delivery. Ownership is established by the transfer of title which shall not pass to You until payment has been made in full and the funds have been cleared. Until title has passed You must:
i) Store the Goods safely in suitable conditions;
ii) Maintain in good condition and do not destroy or deface any labelling, identifying marks or packaging associated with the Goods.
You shall not be entitled to resell the Goods until title has passed to You.
You grant the Seller, its agents, sub-contractors and employees an irrevocable licence to enter premises where the Goods are known to be or believed to be stored to inspect and where You have never had or no longer have title, to recover the Goods.
On termination of any contract governed by these Terms, Your obligations and the Seller’s rights under this clause shall remain in effect.
12. Intellectual Property – all Intellectual Property Rights existing in the Goods or created during the performance of any contract governed by these Terms are and shall remain the property of the Seller. Unless confirmed in writing and signed by an authorised representative of the Seller nothing in the terms of this agreement shall vest any ownership rights in the Customer.
13. Termination of Contract –
i) Cancellation by You – any contract governed by these Terms may not be cancelled by You without SHMYLS’s consent. Upon giving consent SHMYLS reserves the right to charge a cancellation fee relating to Goods that are the subject of the contract in order to cover liquidated losses by SHMYLS arising from the cancellation.
ii) Cancellation by SHMYLS – SHMYLS can terminate any contract governed by these Terms immediately upon written notice to the Customer and suspend any further deliveries if the Customer fails to perform any of its obligations within the contract.
14. Limitation of liability – SHMYLS and the Seller limit their liability to the maximum extent permitted by applicable law and we expressly exclude:
i) All representations, warranties and conditions relating to the supply of the Goods and the use of them including, without limitation, any warranties implied by law in respect of satisfactory quality or fitness for purpose.
ii) Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with use of the Goods. This includes, but is not limited to, liability in respect of the Customer and/or any 3rdparty for: Loss of income or revenue; Loss of profits; Loss of business; Loss of data; Loss of goodwill; Loss of opportunity; Any indirect, consequential or special loss or damage; Wasted management or staff time;
Nothing in this disclaimer will:
i) Limit or exclude your or our liability for death or personal injury resulting from negligence.
ii) Limit or exclude your or our liability for fraud or fraudulent misrepresentation;
iii) Limit any of our liabilities in any way that is not permitted under applicable law;
iv) Exclude any of our liabilities that may not be excluded under applicable law.
Subject to the preceding provisions the limitations and exclusions of liability govern all liabilities arising from the supply of the Goods and/or Services under contracts governed by these Terms including all liabilities arising in contract, tort (including negligence) and for breach of statutory duty.
15. Data Protection – We aim to comply with the General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 in all respects including in the spirit of the need to treat your personal data with respect and to keep it safe. We will only collect and use your personal data in the ways that are described in our Privacy Notice which is available on our website, and in a way that is consistent with our obligations and your rights under the law. For the purposes of these sales transactions SHMYLS is the Data Controller and the Seller is a Data Processor. Under the Terms of SHMYLS’ agreement with the Seller they have confirmed that they will be fully compliant with all relevant Data Protection Legislation as described above.
16. Privacy – Neither party will, under any circumstances, share or sell any of the other party’s details or information to any 3rdparty without that party’s prior written consent.
17. Waiver – no waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.
18. Force Majeure – Neither the Seller nor SHMYLS shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following: Acts of God; Outbreak of hostilities, riot, civil disturbance, acts of terrorism; The act of any government or authority (including refusal or revocation of any licence or consent); Fire, explosion, flood, fog or bad weather; Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles; Default of suppliers or sub-contractors; Theft, malicious damage, strike, lock-out or industrial action of any kind; Any cause or circumstance whatsoever beyond the Seller’s or SHMYLS’s reasonable control
19. Notice – Any notice or communication served during the performance of this agreement shall be sent by hand or by recorded delivery first class post to the following address: SHMYLS Ltd – 64, Cavendish Rd, Manchester, M20 1QF
20. Severability – the provisions of these Terms are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
21. Governing Law – Any differences arising between the Seller and/or SHMYLS and the Customer concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England. The parties hereby submit to the exclusive jurisdiction of the English Courts.
22. Third Party Rights – a person who is not a party to any contract governed by these Terms (a 3rdParty) shall have no rights under the Consumer Rights Act 2015 or the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
23. Dispute Resolution – The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between representatives of the parties, who have authority to settle such disputes. If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure.
If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
24. Whole Agreement –These Terms governing any contract established with the Customer constitute the entire Agreement between the Seller and/or SHMYLS and the Customer and supersede any and all prior terms whether written or oral. No modification to the Terms or any claimed waiver shall be deemed to be valid unless in writing and signed by authorised representative of SHMYLS.
Our website is available for you to use subject to these Terms and Conditions of Use and you agree that these Terms and Conditions of Use constitute a legally binding agreement between us for content that you have not signed up to under a subscription service on the site. If you do not wish to be bound by them then you should leave the site immediately.
We reserve the right to amend these terms and conditions at any time and we will post such revisions on our website.
Separate terms and conditions will apply to products and services that are part of our subscription services.
Use of any of the data that you give us or that we gather during your use of our site is governed by our separate Cookies and Privacy policies.
3. Viruses and web security
Whilst we take every precaution available to us we cannot guarantee that the site will be free from bugs or viruses. You are responsible for ensuring that the systems and hardware used to access our site are fully protected.
4. Site availability
We make every effort to make this site available all day, every day. We will from time to time update our site and in order to do this we may need to suspend access to the site with or without warning. We make no warranty as to the ongoing availability of the site and you agree that in the event that we remove the site either temporarily or permanently that we will not be liable for any losses whatsoever incurred by you to the maximum extent permitted by applicable law.
5. Your licence to use the website and its non-subscription contents
You may view, download for caching purposes only and print pages from the website subject to the following restrictions.
You must not:
a) Sell, rent or otherwise sub-license material from our website;
b) Republish material from our website anywhere including on another website;
c) Show any material from our website in public;
d) Reproduce, duplicate, copy or otherwise exploit material on our website for commercial purpose;
e) Edit or otherwise modify any material on our website;
f) Redistribute material from our website.
6. User content
Where you have submitted content including but not limited to text, images, audio material, video material to be published on our website you:
a) Grant us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, publish and distribute your content in any language and in any jurisdiction;
b) Warrant that the content does not infringe any 3rdparty’s legal rights and that you will indemnify us against any legal action that may be taken against us by any 3rdparty;
c) Warrant that your submitted content is not nor has ever been the subject of any threatened or actual legal proceedings or any similar complaint.
Note that we do not monitor the submission or publication of all user submitted content but we reserve the right to remove without notice any material submitted and published on our website.
7. Unacceptable use
Unacceptable use of our website will result in your right to access and use it being immediately withdrawn. Unacceptable use includes but is not restricted to the following actions in contravention of The Computer Misuse Act 1990 and other current applicable laws:
a) You must not knowingly introduce viruses, trojans, worms, logic bombs or any other material that is maliciously harmful to the site or other users of the site;
b) You must not attempt to gain unauthorised access to our servers, the server on which the site is stored or any other server or machine on which data connected with our site is stored;
c) You must not attack our site via either a denial of service attack or a distributed denial of service attack;
d) You must not use our site in any way that causes or is likely to cause the site or access to the site to be interrupted, damaged or impaired in any way;
e) You must not use our site for any unlawful purpose including but not limited to:
i) Any fraudulent purpose in connection with a criminal offence or otherwise in committing any unlawful activity;
ii) Sending, using or re-using any material that contains material that under the laws of England & Wales is deemed to be obscene (including material in breach of the Obscene Publications Act 1959, the Protection of Children Act 1978, the Sexual Offences Act 2003), blasphemous, offensive to religion or defamatory towards any person living or dead and does not contain material that has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communication Regulations 2003, the Official Secrets Act or any analogous domestic or foreign legislation or any material that will infringe any intellectual property rights, constitute a contempt of court or invasion of privacy;
iii) Sending, using or re-using any material that contains software viruses, trojan horses, worms, time bombs, keystroke loggers, spyware, adware or any other harmful or similar computer code that is designed and intended to cause harm or adversely affect the operation of any computer hardware or software;
iv) Attempting to use our site for political campaigning, commercial solicitation, chain letters, mass mailings or any spam;
v) Impersonating any third party or otherwise misleading as to the origin of material;
vi) Removing, obscuring or altering any copyright, trademark or other proprietary rights indications;
vii) Deleting falsifying any author attributions, legal notices or any other indications or the origin or ownership of any material on our site;
8. Accounts and Passwords
If you have registered or subscribed to use all or parts of our website then you must keep your user identification and password confidential and only for your use. Failure to comply with this term may lead, at our sole discretion, to your access being disable on either a temporary or permanent basis.
9. Intellectual Property Rights
a) Subject to the express provisions of these terms and conditions:
i) We, together with our licensors, own and control all the copyright and other intellectual property rights in relation to the content, layout, design, data, databases and graphics as provided under UK and other international intellectual property laws;
ii) All the intellectual property rights (including but not limited to text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software) in our website and the material on our website are reserved;
b) Subject to the provisions of section 5 you are granted a revocable, non-transferable licence to use material on our website for personal, non-commercial use. You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from either us or our licensors;
c) You may not create any derivative work or make any changes to the content without our prior written consent;
d) You must not separate content and use the parts independently and out of the context in which they appear on our site;
e) You must maintain all trademarks, copyright notices and bibliographical citations as they appear in the content.
10. Links to and from 3rd party websites
a) Links to 3rd party sites – you will find links on our website that will take you to 3rd party websites. These are provided for your convenience and do not imply that we endorse or approve the content or operators of those websites. We are not responsible for the operation or content of any website other than our own and if you visit any 3rdparty website via one of these links then you do so at your own risk.
b) Links from 3rd party sites – any 3rdparty wishing to link to our website is entitled to do so subject to the following conditions:
i) You do not misrepresent your relationship with our site or our company;
ii) You do not imply that we endorse your products, services or business operation unless we have agreed this with you in writing;
iii) Your website complies with the provisions given in section 7 above regarding unacceptable use and content;
iv) You will indemnify us against any and all damage suffered by our website as a result on the linking
11. Limitation and exclusion of warranties and liability
All material contained within or displayed on our website is provided without any guarantees, conditions or warranties as to its accuracy or completeness or that it is up to date. To the extent permitted by applicable law we, and any associates or 3rdparties connected with us expressly exclude:
a) All representations, warranties and conditions relating to this website and the use of this website including without limitation any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill;
b) Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with use of the site or the material contained within it. This includes, but is not limited to, liability for: Loss of income or revenue; Loss of profits; Loss of business; Loss of data; Loss of goodwill; Wasted management or staff time;
Nothing in this disclaimer will:
a) Limit or exclude our or your liability for death or personal injury resulting from negligence;
b) Limit or exclude our or your liability for fraud or fraudulent misrepresentation;
c) Limit any of our or your liabilities in any way that is not permitted under applicable law;
d) Exclude any of our or your liabilities that may not be excluded under applicable law.
Subject to the preceding provisions the limitations and exclusions of liability govern all liabilities arising from these terms and conditions or in relation to the subject matter of the terms and conditions including all liabilities arising in contract, tort (including negligence) and for breach of statutory duty.
We may alter, amend or update these Terms and Conditions of Use at any time and such revised terms will apply from the date and time of publication. You are responsible for ensuring that you are aware of the latest Terms and Conditions of Use and should therefore check this page regularly as they are legally binding upon you. Some of the provisions within these terms and conditions may also be superseded by notices published elsewhere on this site.
If any provision of these Terms and Conditions of Use is determined by any court or other competent authority to be unlawful and/or unenforceable the other provisions will continue in force. If any part of any provision of these Terms and Conditions of Use is determined to be unlawful or unenforceable then that part will be deemed to be deleted and the rest of the provision will remain in effect.
14. Entire Agreement
These Terms and Conditions of Use constitute your entire agreement with us regarding your use of our website and they supersede all and any previous agreements regarding your use of our site.
15. Applicable law and jurisdiction
These Terms and Conditions of Use will be governed by and construed in accordance with the laws of England and Wales and any disputes relating to these Terms and Conditions of Use will be subject to the exclusive jurisdiction of the courts of England and Wales.
16. Content concerns
If you have any concerns about any of the content on our site then please contact us on firstname.lastname@example.org with details of those concerns and contact details where we can respond.