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TERMS AND CONDITIONS FOR SALE OF GOODS

Version number: 5.4
Effective date: 11/02/25
 
  1. Introduction
    • We are Options Exhibitions and Displays Limited. Our company information is at the end of this document. References to “you” below mean the legal entity buying goods from us.

 

  1. Who can buy from us
    • You are not allowed to buy any goods from us if your main purpose is to use them to infringe our intellectual property or other legal rights.
  • You are not allowed to buy any goods from us if it is unlawful for you to buy or use the goods in, or import them into, your country.
  • Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on behalf of that entity.
  • You acknowledge that sales under these terms and conditions are intended to be made on a business-to-business basis only. You promise that you are not a consumer, meaning an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.

 

  1. IMPORTANT WARNINGS
    • You agree to ensure that the goods are used in accordance with any applicable instructions and guidance, including on our site.
  • While we believe that our products are beneficial in many ways, they are not intended to diagnose, prevent, or treat any medical condition or to be used as a substitute for medical advice and we make no promise that any particular “wellness” objective will be achieved. Please consult your doctor if you have or think you may have a medical condition.
  • You are responsible for carefully reading the ingredients listed on our website and/or on any packaging, labels and/or leaflets to avoid the risk of allergic or other adverse reactions.

 

  • You agree to ensure that, before they are used on hair extensions, our hair products are fully tested for suitability including for potential discolouration.
  • If you supply our products to other people, you agree to bring the above warnings to their attention in advance.
  1. Minor variations
    • We take reasonable care to ensure that the images and descriptions of goods appearing on our website are accurate and to display as accurately as possible the appearance / colour / texture / finish of our goods. However, there may be minor differences between the goods you receive and the way that they appear on our website. For example, the colour tone may differ.
  • The labelling or packaging of the goods you receive may differ from the images of these which you see on our site.

 

  1. Your order
    • You agree to supply us with reasonable cooperation in relation to your order.
  • You agree to ensure that your order, including delivery address, and any other information you supply to us is correct. You must also carefully check any information we supply to you in connection with your order.
  • Unless otherwise agreed in writing by us, these terms and conditions are deemed to be incorporated into any orders by you to the exclusion of all other terms and conditions including any which you may seek to impose. This version of our terms and conditions replaces any previous versions.
  • We may change these terms and conditions at any time by posting the new version on our website and/or by emailing them to you. Please check them carefully as they will apply to anything you order after the effective date shown at the top.
  • Any oral or written order is an offer by you to buy goods from us is subject to our acceptance in writing by means of an order acknowledgement or similar document.
  • You agree to tell us within 24 hours of receiving the order acknowledgment if you think any of the information is incorrect.
  • We are entitled to charge an administration fee if at any time we accept any request by you to change your order (e.g., to change your choice of packaging) excluding errors by us.
  • You agree to be bound by and comply with any separate terms and conditions that apply to any trade account that you open with us.
  • We are not obliged to supply any goods which are unavailable, even if we have accepted your offer. If any goods are unavailable, we will notify you of the unavailability as soon as possible and will cancel the order and arrange for a refund for the unavailable goods if you have been charged.
  1. Cancelling your order
    • You are entitled to cancel your order for any reason if you tell us by email or phone within 24 hours of placing the order. If so, we will make a full refund.
  • We may agree to cancellation of orders after the above 24-hour cancellation period and to refund all or some of the price paid but this is entirely in our discretion. Our decision will depend, amongst other things, on the stage of production that your order has reached, the costs we have incurred and the re-saleability of the relevant goods.
  1. Payment and price
    • Orders are subject to any minimum quantities we specify.
  • Samples must be paid for unless we agree otherwise.
  • Unless otherwise stated, our prices exclude any applicable VAT, which is payable in addition.
  • If we charge for delivery, these costs will be shown separately and may depend on the delivery method chosen. NB Any delivery charges do not include customs or import duties which may be applied to your order by the relevant authorities. It is your separate responsibility to pay for them. We recommend that you check with your local customs office in advance.
  • You must pay in advance at the time of order unless we agree to accept payment otherwise, in which case payment must be made within 24 hours of your order.
  • You must make all payments without any set-off, counterclaim or any other deduction and time is of the essence for all payments under this agreement.
  • If any amount due to us is unpaid, without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on any unpaid amounts at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
  • We may offer discount codes from time to time. All discount codes refer to the price excluding delivery charges. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion. We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
  1. Artwork
    • If you are providing your own artwork:
      1. you promise that you have the legal right to use your artwork (including ownership of all intellectual property rights);
      2. you agree to ensure that any text you supply us (including labelling) is accurate;
      3. you agree to ensure that your artwork complies with any format requirements on our website or that we otherwise tell you about;
      4. you agree to provide your artwork to us in the correct format within three months of your order and we are entitled to end this contract without refund if you do not do so; and
      5. we are not responsible if there are any errors in the artwork you provide us.
  • If you use our design service:
    1. you promise that you have the legal right to use any branding or other material that you supply to us in connection with our design service (including ownership of all intellectual property rights);
    2. you agree to pay our design fees (if applicable) in advance;
    3. you agree to provide your comments on our proposed artwork within three months of receipt and we are entitled to end this contract without refund if you do not do so or if you reject three versions of the artwork we provide;
    4. we are not responsible if there are any errors within our artwork that you approve; and
    5. we agree on request within three months of your approval of the artwork we create for you to assign to you ownership of intellectual property rights in that artwork subject to receiving payment in full both for our design service (if applicable) and for the relevant goods.
  • Artwork revisions: If you request any revisions to artwork, you confirm that you continue to hold all necessary rights and permissions for the revised content, including any new elements added during the revision process. We are not responsible for verifying the legality of revised artwork.
  • Content Restrictions: We reserve the right to reject any artwork submissions that we consider, in our discretion, includes or promotes content that is religious, offensive, discriminatory, defamatory, infringing, pornographic or political in nature. This includes but is not limited to:
    1. Religious Content: Artwork that directly references or promotes specific religious beliefs, practices, or symbols.
    2. Offensive Material: Any content that may be deemed offensive, hateful, or discriminatory based on race, ethnicity, gender, sexual orientation, disability, or any other protected characteristic.
    3. Pornographic Material: Any explicit or sexually suggestive content, including but not limited to nudity, sexual acts, or adult themes.
    4. Political Content: Artwork that advocates for, endorses, or opposes any political party, candidate, or ideology, or that includes political symbols, slogans, or messaging.
    5. Infringing Content: Artwork that includes, imitates, or uses logos, brand names, or other third party intellectual property rights or that otherwise infringes third party rights without explicit authorisation from the owner.

If any artwork is rejected on these grounds, we will notify you, and give you at least one opportunity to submit alternative artwork that complies with our content standards.

 

  1. Delivery
    • Delivery will be complete when we deliver to the address which you specify when ordering. We may deliver different parts of your order on different dates.
  • Delivery is only to the countries we specify on our website and is otherwise subject to any restrictions we have explained. Unless otherwise stated we do not deliver to the US or Canada. We reserve the right to cancel any order from a location to which we do not deliver (even if there is a binding contract). You agree to pay us any additional delivery costs we incur if we decide to deliver outside our normal delivery area.
  • Any agreed delivery dates are not of the essence of the contract. Timescales provided by us are estimates only. We have no liability for any losses arising from delay in delivery. You acknowledge that delivery may be delayed if you do not supply your artwork, or your comments on our artwork, reasonably promptly.
  • If you receive notification of an unsuccessful attempted delivery, it is your responsibility to use the details provided to immediately contact the courier to arrange re-delivery.
  • Communal Addresses: If you choose to have goods delivered to a communal address (e.g., residential flats, serviced offices, or any location where individuals not affiliated with your company may have access to the delivery), we will consider the delivery as successfully completed once the goods are delivered to the specified address. We are not responsible for the goods after they have been delivered to the communal address, and we will not replace or refund any items that are lost, stolen, or not received by you after the delivery has been completed. It is your responsibility to ensure that the address provided is secure and suitable for receiving deliveries.
  • If the goods are undelivered arising from your failing to comply with this contract (e.g., providing an incorrect and/ or incomplete delivery address, not paying customs / import charges, not contacting the courier to arrange re-delivery after an unsuccessful delivery attempt) and are sent back to us, you are responsible to pay us (a) the amount of any additional fee charged to us by the courier for returning the goods to us; and (b) any re-stocking or similar fee which our warehouse company charges us for handling the returned goods. We are entitled to require that such costs be paid before we arrange any re-delivery of the goods to you and/ or to add such costs to the amount of any future order by you and/or to deduct such costs from any refund (to the extent legally allowed).
  1. Drop Shipping
  1. Inspection
    • You undertake to inspect all goods immediately on receipt and within three business days you must give notice in writing in detail (including photos) of any damage or any ground on which you allege that the goods are not in accordance with this agreement. If you fail to give such notice, the goods shall be conclusively presumed to be in all respects in accordance with this agreement and free from any defect which would be apparent on reasonable examination of the goods and you shall be deemed to have accepted the goods accordingly.

 

  1. Risk and title
    • Risk of damage or loss to the goods passes to you on delivery to you or to somebody identified by you to take possession of the goods or to your carrier. However, if you use our drop shipping service, you are at risk in certain circumstances before the goods reach the ultimate customer including whilst they are in transit to the customer. See our separate Drop Shipping Terms and Conditions for details.
  • You become owner of the goods after the later of delivery of the goods and payment of the price plus delivery charges (if applicable). Until that happens, you hold the goods on our behalf. Until ownership passes you must (a) ensure that the goods remain clearly identifiable as ours, (b) store the goods safely and securely and keep them separate from all other goods, (c) ensure that no charge or lien is created over the goods, and (d) return the goods to us on demand. We are entitled to sue you for the price or for other amounts due even though title has not passed to you.

 

  1. Resale
    • You undertake to comply with all applicable laws and regulations in connection with the resale and promotion of the goods.

 

  • You are free to fix your resale prices according to the applicable laws and regulations in force from time to time. If we communicate any recommended retail prices, these are indicative only except insofar as legally allowed otherwise.

 

  • You undertake not to alter or modify the goods without our prior written consent unless specifically allowed by applicable law.
  • You undertake not without our prior written consent to make or give any promises, representations, warranties or guarantees on our behalf in relation to the goods.

 

  1. Our warranty
    • We warrant (“the Warranty”) that, subject to the other provisions of this agreement, upon delivery, and for a period of 3, 6 or 12 months (depending on the applicable “Period After Opening”) thereafter, the goods will be free from material inherent defects.
  • We shall not be liable for a breach of any of the Warranty unless:
    1. you have complied with your inspection/notice obligations on delivery set out above;
    2. you have given us written notice of any other defect within 14 days of the time when you discover or ought to have discovered the defect; and
    3. we are given a reasonable opportunity after receiving the notice of examining such goods and (if we ask you) you send the relevant goods at our expense to the location specified by us to enable the examination to take place.
  • The Warranty does not apply:
    1. if you make any further use of such goods after giving such notice;
    2. if the defect arises because you failed to follow the instructions or appropriate procedures as to the storage, installation, use or maintenance of the goods or from fair wear and tear or from deliberate damage, accidents or negligence;
    3. if you have not paid by the due date the total price for the goods or have otherwise failed to comply with this agreement; or
    4. you alter or repair such goods without our prior written consent.
  • Subject to the foregoing, if any of the goods do not conform with the Warranty, we shall at our option repair or replace such goods (or the defective part) or refund to you the price of the goods (or a proportionate part of the price) by way of a credit note provided that, if we so request, you return to us at your expense the goods or the part of such goods which are defective.

 

  1. Liability
    • Nothing in this agreement in any way limits or excludes either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.
  • To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
  • Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
  • loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
  • indirect, consequential or special losses.
  • Subject to the first paragraph in this section (“Nothing in this agreement…”), our entire liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall in no circumstances exceed the price paid for the relevant goods.
  • You agree to indemnify us against all claims and liabilities arising out of or in connection with your breach of this agreement (except insofar as we are at fault).
  • This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
  1. Intellectual property rights (IP)
    • We and/or our suppliers own the IP in the goods we supply. Just to be clear – even if you ask us to modify any goods, for example by changing formulae or ingredients, we and/or our suppliers remain the owners of the related IP. To the extent that you acquire any IP rights in connection with such modifications, you hereby assign such IP to us or, if such assignment is invalid, you grant us an unlimited, worldwide, perpetual, royalty-free licence to use such IP.
  1. Termination / suspension
    • Without prejudice to any other remedy that may be available to us, we are entitled on written notice to suspend all deliveries under any order by you and terminate this and any other order by you if:
      1. you suffer, or threaten to suffer, any form of insolvency, receivership, administrative receivership, administration or cease, or threaten to cease, to carry on business;
      2. any amount due to us is unpaid (including unjustifiable chargeback) or you otherwise breach this agreement,;
      3. you or anyone on your behalf acts inappropriately towards our staff; or
      4. acting reasonably, we think that it is necessary to protect you, us or others.
  1. Privacy
    • You acknowledge and agree that we may process your personal information in accordance with the terms of our Privacy Policy  which is subject to change from time to time.
  1. General
    • Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by email subject to the email not having been returned.
  • We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics / pandemics.
  • You may not assign or transfer any of your rights or obligations under agreement without our prior consent in writing except in connection with any merger, consolidation, sale or transfer of all or substantially all of your assets.
  • The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
  • If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
  • Save insofar as provided otherwise in this agreement, no third party may enforce any clause in this agreement.
  • The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.
  • This agreement shall be governed by the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the courts of England and Wales.

 

  1. Information about us
    • Company name: Options Exhibitions and Displays Limited
    • Country of incorporation: England and Wales
    • Registered number: 04063930
    • Registered office: Calcutt Matthews, 19 North Street, Ashford, Kent, TN24 8LF, UK.
    • Contact address: 27 Brunel Rd, St. Leonards on Sea, E. Sussex, TN38 9RT, UK
    • Contact email address: info@optionsltd.co.uk
    • Other contact information: See our website/contact page
    • VAT number: GB 644 5550 34

DROP SHIPPING TERMS AND CONDITIONS

 

Version number: 1.0

Effective date: 11/02/25

 

  1. Introduction
    • We are Options Exhibitions and Displays Limited. Our company information is at the end of this document. References to “you” below mean the legal entity using our drop shipping service. Where you communicate with us on behalf of an organisation, you promise that you have authority to do so.

 

  1. What this is all about
    • These are our terms and conditions which apply to our drop shipping service.
  • The Sale Terms and Conditions apply to your purchase of goods from us, if applicable. If there is any overlap/conflict between the Sale Terms and Conditions and these Drop Shipping Terms and Conditions, the latter take priority.
  1. Definitions

The following definitions apply below (where capitalised):

  • “Appropriate the Goods” means our right to take ownership of the Goods including the right to sell them and to use the proceeds to defray any payments due to us (subject to payment of any surplus to you) and/or to destroy the Goods.
  • “Business Day” – any day other than a weekend or bank holiday in England.
  • “Customer” – the end-user who purchases the Goods from you.
  • “Goods” – goods that you allocate to our Service.
  • “Non-OED Goods” – Goods that you haven’t bought from us.
  • “OED Goods” – Goods that you have bought from us.
  • “Service” – our drop shipping service whereby we store the Goods and deliver them to your Customers on request.
  1. Our Service
    • We will store the Goods and deliver them to your Customers subject to the terms and conditions of this agreement. Unless otherwise agreed in writing, our Service does not cover returns or customer service generally.

 

  • Subject to this agreement, we agree to provide our Service with reasonable skill and care.
  • For the avoidance of doubt, you, not we, are the contractual seller of Goods to Customers and responsible for the terms and conditions of sale.
  • You agree to comply with all applicable laws and regulations in connection with the sale of Goods to Customers.
  1. Storage of Goods
    • In the case of non-OED Goods, you agree to provide us with full details and obtain our prior written consent before sending them to us. We are entitled to decline to accept such goods for any reason whether because we consider that they are dangerous or otherwise.
  • We store the Goods in the crates for which you subscribe as part of the Service. The crates remain our property. You are responsible for ensuring that you have subscribed for sufficient crates to hold all of the Goods. If not, you agree to pay our standard additional storage charges in relation to the surplus Goods until you have subscribed for the extra crate capacity.
  • If you operate multiple online stores, you must subscribe for at least one crate per store.
  1. Delivery of Goods
    • You agree to send us drop ship orders in the accordance with the format we require including use of the correct coupon code.
  • You agree to provide us with accurate delivery details for your Customers.
  • You agree not to send us drop ship orders for delivery to a location to which we do not deliver. Unless otherwise stated on our website or agreed with you in writing, delivery is to the UK only.
  • In the case of OED Goods, you agree not to send us drop ship orders until at least 21 days from the date you bought the OED Goods from us unless we agree otherwise in writing.

 

  • Subject to clause 4, we will take reasonable steps to despatch the Goods within one Business Day of our receipt of the order (in the correct format) or as soon as reasonably practicable thereafter.

 

  • Unless you have opted for premium packaging, we will package the goods in accordance with our standard packaging processes as explained on our website and in accordance with minimum industry standards.

 

  • You agree that section 12 (Delivery) of the Sale Terms and Conditions applies to our delivery to your Customers.
  1. Risk
    • You are at risk of damage to or loss of Goods in the following circumstances:
      • in the case of non-OED Goods, while they are in transit to us;
      • if any of non-OED Goods stored in our crate damage any of your other Goods (whether OED or non-OED Goods), e.g., as result of spillage or leakage; and
      • in the case of all Goods (OED and non-OED) while they are in transit from us to your Customer.

You are responsible for insuring the Goods accordingly.

  1. Title
    • You remain the owner of non-OED Goods. You become the owner of the OED Goods when we place them in your crate provided you have paid for them in full.
  1. Changing these terms and conditions
    • We may change these terms and conditions at any time. We will give you at least 60 days’ notice before they take effect by posting them on our website and/or communicating them to you by email or otherwise. If you don’t agree to the new terms, you should end this contract as explained below before the new terms take effect.
  1. Paying us
    • Payment for crates is monthly in advance on subscription. If you order extra crates, the additional subscription fee takes effect immediately. If you reduce the crates, the lower subscription fee takes effect on the next monthly renewal.

 

  • Other fees, including payment per order, premium packaging and the set-up fee for non-OED Goods, are payable monthly in arrears within 30 days of invoice.
  • The prices shown exclude VAT which is payable in addition.
  • If we have mispriced any part of our Service, we are not obliged to supply the Service at that price provided we notify you. If we do notify you, then you can decide if you want to continue with the Service at the correct price.
  • Your subscription will continue to be auto-renewed for the subscription period you signed up to unless you end your subscription with effect from the next renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund.
  • You authorise us and our payment provider to place a hold on, or charge, your payment card for the relevant amounts or otherwise take payment whenever payments are due in accordance with this agreement. It is your responsibility to update your payment card details as necessary.
  • We may at any time change our prices. We will give you notice by email at least 60 days before any price change takes effect. If you do not agree with the new price, you should end the contract as explained below before the new prices take effect.
  • You must contact us immediately with full details if you dispute any payment.
  • You agree that you are legally bound by the terms and conditions of any payment providers whose services you use on our website. We aren’t responsible for what they do or don’t do.
  • You must make all payments without any set-off, counterclaim or any other deduction and time is of the essence for all payments under this agreement.
  • If any amount due to us is unpaid, without prejudice to any other remedy that may be available to us, we may charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
  • We are entitled to Appropriate the Goods if any payment due by you has been outstanding for at least 28 days.
  1. Termination and suspension of this contract
    • You can give us notice to terminate this agreement by email, in which case the termination will take effect on the next subscription renewal date.
  • We can give you notice to terminate this agreement by email, in which case the termination will take effect on the next subscription renewal date after the expiry of 30 days from our notice.
  • Either party may terminate this agreement immediately on notice in writing if the other:
    • is in material default of its obligations under this agreement and (where remediable) has failed to substantially remedy the default within 14 days after notice in writing (not email) is given to the defaulting party specifying the default; or
    • suffers, or indicates that it will suffer, any form (whether voluntary or compulsory) of insolvency, receivership, administrative receivership, administration, arrangement, moratorium, creditor meeting, liquidation, winding up, or anything similar to the foregoing, or ceases, or indicates that it will cease, to carry on business.
  • If this contract ends:
    • It still continues insofar as necessary to facilitate any pending drop ship orders received prior to the termination date.
    • You agree that within seven days of termination, you will pay us our fee to deliver the remaining stored Goods to you and that, if we do not receive payment within that period, we are entitled to Appropriate the Goods.
    • Existing rights and liabilities are unaffected.
    • All terms in this contract that are stated or intended to continue after termination will continue to apply.
  • We are entitled to suspend part or all of our Service or impose restrictions on our Service if:
    • any payment due by you has been outstanding for at least 14 days; or
    • you or anyone on your behalf acts inappropriately towards our staff or subcontractors.

If we suspend our Service, you remain responsible to pay for our Service during the period of suspension. We are entitled to make resumption of a suspended Service subject to reasonable conditions.

  1. Liability and indemnity
    • Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our officers, employees and subcontractors, who have the right to enforce this agreement.
  • To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
  • Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
  • loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
  • indirect, consequential or special losses.
  • Subject to the first paragraph in this section (“Nothing in this agreement…”), our total liability in respect of all other losses arising under or in connection with our Service whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any act or omission or series of connected acts or omissions shall in no circumstances exceed the total fees paid or payable by you to us in connection with our Service in the 12 months before the first act or omission complained of.
  • You agree to indemnify us against all claims and liabilities arising out of or in connection with your use of the Service and/or breach of this agreement (except insofar as we are at fault).
  • This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
  1. Privacy
    • You acknowledge and agree that we may process your personal information in accordance with the terms of our Privacy Policy which is subject to change from time to time.
  1. Personal information that we handle as a “processor”
    • This clause applies to personal information we handle as a “processor”, namely contact information and any other personal information of your Customers. You are the “controller” of this information. We process it during the contract to enable us to provide our Service to you. It is your responsibility to comply with your legal duties as a controller of such data, including to obtain any necessary consents.
  • We agree to the following in relation to such data:
    • to process it in accordance with data protection law (and nothing in this agreement relieves us of our own direct responsibilities and liabilities under such laws;
    • to process it (including when making international transfers) only in accordance with your documented instructions including as set out in this agreement (unless the law requires otherwise in which case we will tell you);
    • if we transfer it outside the UK (which you authorise us to do) to comply with any legal basis for transfer including use of any applicable standard contractual clauses;
    • to ensure that anyone we allow to deal with the data is under a confidentiality obligation;
    • to take, and regularly review, appropriate security measures in accordance with data protection law and get your approval before making any important changes;
    • not to subcontract any processing without your authorisation and you are deemed to authorise any sub-processors listed on our Service;
    • to give you at least 14 days’ notice of any new sub-processor and you will be deemed to agree if you don’t object within that time; if you do object, we can end this contract or just the part relating to use of the new sub-processor;
    • to impose on the sub-processor the same obligations as those we have under this agreement but we remain fully liable to you for the sub-processor’s obligations;
    • to take reasonable steps to help you comply with your own data protection obligations including regarding data subject requests, security, notifying data breaches and data protection impact assessments;
    • unless we are legally required to retain the data, to delete it after 14 days following the end of the contract;
    • to provide you with all information necessary to show that we have complied with our data obligations and to allow and cooperate with audits and inspections by you and your auditor; and
    • to tell you immediately if we think that an instruction you give us doesn’t comply with data protection laws.
  1. General
    • We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including acts 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 our or our suppliers’ workforce, or epidemics/pandemics.
  • Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or (unless stated otherwise) by email, subject to the email not having been returned. Notices sent by hand are deemed received on receipt of a signature at the time of delivery. Notices by special delivery are deemed received on the second English business day after posting and by international signed-for post on the fourth English business day after posting. Emails are deemed received when sent.
  • You may not assign or transfer any of your rights or obligations under this agreement without our prior consent in writing not to be unreasonably withheld or delayed except that you have the right without our consent to assign the benefit of this agreement in connection with the sale of all or substantially all of your assets.
  • The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
  • If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
  • Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.
  • The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.
  • This contract is subject to the law, and exclusive jurisdiction of the courts, of England and Wales.

 

  1. Information about us
    • Company name: Options Exhibitions and Displays Limited
    • Country of incorporation: England and Wales
    • Registered number: 04063930
    • Registered office: Calcutt Matthews, 19 North Street, Ashford, Kent, TN24 8LF, UK.
    • Contact address: 27 Brunel Rd, St. Leonards on Sea, E. Sussex, TN38 9RT, UK
    • Contact email address: info@optionsltd.co.uk
    • Other contact information: See our website/contact page
    • VAT number: GB 644 5550 34