Terms and Conditions of Business

1.1 These Terms and Conditions of Business apply to goods and services supplied by:

PromoLab Merchandise Solutions Ltd

Company number: 10488636

Email: [email protected]
Telephone: +44 (0)20 7112 9084

In these Terms, PromoLab Merchandise Solutions Ltd is referred to as “PromoLab”, “we”, “us” or “our”.

1.2 These Terms apply only where the person purchasing the Goods or Services is acting wholly or mainly for purposes relating to its trade, business, craft or profession.

1.3 These Terms do not apply to purchases made by consumers for purposes wholly or mainly outside their trade, business, craft or profession.

In these Terms:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Contract” means the agreement between PromoLab and the Customer for the supply of Goods or Services.

“Customer” means the business, organisation or person purchasing Goods or Services from PromoLab.

“Customer Materials” means artwork, logos, trade marks, names, text, photographs, designs, recipient information, personalisation data and other materials or instructions supplied by or on behalf of the Customer.

“Goods” means branded merchandise, promotional products, packaging, printed materials and any other physical products supplied by PromoLab.

“Order” means the Customer’s request to purchase Goods or Services.

“Order Confirmation” means PromoLab’s written confirmation that an Order has been accepted.

“Quotation” means a quotation, proposal, estimate or pricing document issued by PromoLab.

“Recipient” means any employee, customer, attendee or other person to whom Goods are dispatched on the Customer’s behalf.

“Services” includes sourcing, design, artwork preparation, manufacturing management, printing, decoration, storage, webstore operation, picking, packing, fulfilment, returns administration, shipping and event-logistics services.

“Specification” means the product, artwork, quantity, service and delivery requirements agreed in the Contract.

“Website” means the PromoLab website at promolabmerchandise.com and any replacement address.

3.1 A Quotation is an invitation for the Customer to place an Order. It is not an offer that PromoLab is obliged to accept.

3.2 Unless a different validity period is stated, a Quotation is valid for 30 days from its date and remains subject to product availability, supplier availability and confirmation of costs.

3.3 An Order constitutes an offer by the Customer to purchase the Goods or Services described in the Quotation subject to these Terms.

3.4 A Contract is formed when PromoLab:

a. issues an Order Confirmation;
b. confirms in writing that the Order has been accepted;
c. begins production or performance following the Customer’s instruction to proceed; or
d. accepts a deposit or other payment for the Order,

whichever happens first.

3.5 By accepting a Quotation, issuing a purchase order, approving artwork, paying a deposit or instructing PromoLab to proceed, the Customer agrees to these Terms.

3.6 The Customer is responsible for ensuring that the person placing or approving the Order has authority to bind the Customer.

3.7 Any terms contained in or referred to by a Customer purchase order, procurement portal or other Customer document will not apply unless PromoLab expressly agrees to them in writing.

3.8 If there is any conflict between the documents forming the Contract, the following order of priority applies:

a. any separately signed service or supply agreement;
b. the Order Confirmation and accepted Quotation;
c. these Terms.

3.9 PromoLab is not obliged to accept any amendment to an Order. A change is binding only when confirmed by PromoLab in writing.

4.1 Unless stated otherwise, prices exclude:

a. VAT and other applicable sales taxes;
b. delivery, postage, freight and insurance;
c. customs duties, import taxes and clearance fees;
d. storage, picking, packing and fulfilment charges;
e. artwork preparation, proofs and samples; and
f. tooling, moulds, screens, embroidery files, dies, jacquards, printing plates, engraving and setup costs.

4.2 VAT and other taxes will be charged at the applicable rate.

4.3 A reference to free delivery, free carriage or “FOC carriage” applies only to the delivery arrangements and destination expressly stated in the Quotation.

4.4 Prices may be based on supplier costs, material costs, freight charges and currency-exchange rates available when the Quotation is prepared.

4.5 PromoLab may revise a price before the Contract is formed where costs or exchange rates have changed.

4.6 Once a Contract has been formed, the price may be adjusted only where:

a. the Customer requests or approves a change;
b. the Customer supplies inaccurate or incomplete information;
c. the Customer causes delay that results in additional cost;
d. taxes, duties or statutory charges change;
e. the Quotation expressly states that a cost remains variable; or
f. an exceptional supplier, freight or material increase occurs before PromoLab has committed the relevant order.

4.7 Where a material price increase arises under clause 4.6(f), PromoLab will notify the Customer before proceeding where reasonably practicable. The Customer may decline the increase and cancel the uncommitted part of the Order, but must pay reasonable costs already incurred or irrevocably committed.

4.8 Unless expressly agreed otherwise, tools, screens, plates, moulds, embroidery files and production materials created or obtained for an Order remain the property of PromoLab or its production partner, even where a setup charge has been paid.

5.1 The Customer must pay invoices within the period stated in the Quotation or invoice.

5.2 Where no payment period is stated, payment is due within 30 days of the invoice date.

5.3 PromoLab may require:

a. full payment in advance;
b. a deposit;
c. staged payments; or
d. payment before production or dispatch,

particularly for new Customers, bespoke Goods, international production or Customers without an agreed credit account.

5.4 The Customer must pay invoices in full, in cleared funds and without set-off, deduction or withholding, except where required by law.

5.5 A query or dispute relating to part of an invoice does not entitle the Customer to withhold payment of an undisputed amount.

5.6 The Customer must notify PromoLab promptly of any genuine invoice dispute and provide sufficient information for it to be investigated.

5.7 If payment is overdue, PromoLab may:

a. suspend production, dispatch, storage releases, fulfilment or other Services;
b. withdraw credit terms;
c. require payment in advance for existing or future Orders;
d. exercise any right to statutory interest and compensation available under the Late Payment of Commercial Debts legislation; and
e. recover reasonable debt-recovery costs.

5.8 Suspension for non-payment will not make PromoLab liable for any resulting delay.

5.9 Payments received may be applied against outstanding invoices in the order PromoLab reasonably determines.

6.1 PromoLab will use reasonable care to supply Goods that correspond materially with the agreed Specification.

6.2 Product photographs, catalogue images, digital mock-ups, measurements and descriptions are provided to illustrate the general appearance and characteristics of Goods.

6.3 Colours displayed on screens, digital proofs and printed paperwork may differ from the colours of physical products and printed or decorated Goods.

6.4 Minor variations may occur between:

a. individual production batches;
b. samples and bulk production;
c. natural, recycled or manufactured materials;
d. different screens and printing processes; and
e. products produced at different times.

6.5 Variations that fall within normal commercial or manufacturing tolerances will not constitute a defect.

6.6 Where a physical or pre-production sample has been expressly approved, PromoLab will use reasonable efforts to ensure that bulk production corresponds materially with that sample, subject to normal manufacturing tolerances.

6.7 Products may be changed or discontinued by manufacturers without notice. PromoLab will not make a material substitution without the Customer’s agreement.

6.8 PromoLab may make a non-material change where it does not materially reduce the quality, function or overall appearance of the Goods.

6.9 If a product becomes unavailable and no acceptable alternative can be agreed, PromoLab may cancel the affected part of the Order and refund any payment made for Goods or Services that will not be supplied.

7.1 The Customer must provide clear, complete and accurate Customer Materials in the format reasonably requested by PromoLab.

7.2 The Customer is responsible for checking all proofs and approvals, including:

a. spelling, names and dates;
b. telephone numbers, email addresses and web addresses;
c. colours and branding;
d. logo selection and positioning;
e. dimensions and print sizes;
f. product, colour and size selections;
g. personalisation data;
h. quantities; and
i. delivery information.

7.3 PromoLab is entitled to rely on an approval given by the Customer or an authorised representative.

7.4 Once artwork or a proof has been approved, PromoLab is not responsible for an error that appeared in the approved version unless PromoLab changed the approved version without authority.

7.5 Approval may be given by email, through an online approval system or by another written method accepted by PromoLab.

7.6 Production may begin immediately after approval. Changes requested afterwards may not be possible and may incur additional costs.

7.7 The Customer acknowledges that digital visuals are representations and are not exact colour-accurate production samples.

7.8 Where the Customer provides names, addresses or other variable data, PromoLab is not responsible for an error contained in that supplied data.

8.1 The Customer confirms that it owns, or has permission to use and authorise PromoLab to use, all Customer Materials.

8.2 The Customer authorises PromoLab and its suppliers to reproduce and adapt Customer Materials only as reasonably required to perform the Contract.

8.3 The Customer must not provide materials that:

a. infringe another person’s intellectual-property rights;
b. are unlawful, defamatory, misleading or discriminatory;
c. breach confidentiality or data-protection obligations; or
d. could reasonably expose PromoLab or its suppliers to legal claims.

8.4 The Customer will be responsible for third-party claims, losses and reasonable costs arising directly from Customer Materials or instructions that breach clause 8.1 or 8.3.

8.5 Intellectual-property rights owned by either party before the Contract remain the property of that party.

8.6 Unless expressly assigned in writing, PromoLab retains ownership of:

a. creative concepts not selected or purchased by the Customer;
b. templates, layouts, production methods and working files;
c. supplier and production information; and
d. tools and production materials described in clause 4.8.

8.7 Once all relevant invoices have been paid, the Customer may use the final approved artwork and deliverables for the purpose for which they were supplied, subject to any third-party rights or licence restrictions.

9.1 Goods that are branded, personalised, specially manufactured, printed, decorated, altered or ordered specifically to the Customer’s requirements are bespoke Goods.

9.2 Bespoke Goods cannot be returned merely because the Customer no longer requires them or changes its mind.

9.3 For bespoke Goods, the quantity supplied may occasionally vary from the quantity ordered because of manufacturing tolerances, production losses, quality-control rejections or other unavoidable production factors.

9.4 Unless an exact quantity has been expressly agreed in writing, the quantity supplied may be up to 5% above or below the quantity ordered. A variation within this tolerance will not by itself constitute a breach of the Contract.

9.5 The Customer will be invoiced only for the quantity actually supplied.

9.6 PromoLab will notify the Customer where it becomes aware of a material shortfall and, where reasonably practicable, discuss whether replacement production, a credit or another appropriate solution is available.

9.7 If the Customer requires an exact quantity, this must be agreed before the Order is accepted. An exact-quantity requirement may affect the price, minimum order quantity and lead time.

9.8 Reasonable manufacturing tolerances may also apply to size, weight, shade, position, dimensions, print registration, engraving, embroidery and finishing.

10.1 The Customer may request a change, but PromoLab is not obliged to accept it.

10.2 An agreed change may result in revised pricing, quantities and delivery dates.

10.3 The Customer may not cancel bespoke Goods once production, manufacture, printing, decoration or irrevocable supplier commitment has begun.

10.4 Where PromoLab agrees to cancellation, the Customer must pay:

a. work completed;
b. Goods and materials ordered or committed;
c. supplier cancellation charges;
d. artwork, sampling and setup costs;
e. storage, freight and administration costs incurred; and
f. any other reasonable, unavoidable costs arising from the cancellation.

10.5 PromoLab will take reasonable steps to reduce avoidable cancellation costs.

10.6 Any deposit may be applied against the amounts due under this clause. PromoLab will return any balance remaining after all applicable costs have been deducted.

11.1 Delivery and production dates are estimates unless PromoLab expressly confirms in writing that a date is guaranteed.

11.2 A statement such as “approximately”, “estimated”, “expected” or “lead time” does not create a guaranteed delivery date.

11.3 A lead time normally begins only after PromoLab has received:

a. the Customer’s instruction to proceed;
b. all required information and Customer Materials;
c. artwork approval;
d. any required deposit or advance payment; and
e. any other approval or documentation needed to proceed.

11.4 PromoLab may deliver in instalments and invoice each instalment separately.

11.5 The Customer must provide complete and accurate delivery information and ensure that reasonable access is available.

11.6 PromoLab is not responsible for delay or failed delivery caused by:

a. an incorrect or incomplete address;
b. the Recipient being unavailable;
c. restricted site access;
d. the Customer’s failure to provide information or documentation;
e. customs or security checks; or
f. the acts or omissions of a Recipient.

11.7 Additional charges arising from a failed delivery, address correction, redirection, return or second delivery attempt may be charged to the Customer.

11.8 Delivery is completed when:

a. the Goods are delivered to the agreed address;
b. the Goods are collected by the Customer or its carrier; or
c. delivery is attempted but cannot be completed because of an act or omission of the Customer or Recipient.

11.9 Where delivery is required for an event or campaign, the Customer must clearly identify the critical date before the Order is placed.

11.10 PromoLab is not responsible for venue charges, event cancellation costs or the wider consequences of missing an event date unless the delivery date was expressly guaranteed and the liability is not otherwise limited by these Terms.

12.1 The Quotation or Order Confirmation will determine which party is responsible for freight, customs clearance, duties, taxes and importer-of-record obligations.

12.2 Unless expressly stated otherwise, the Customer is responsible for:

a. import clearance;
b. import duties and local taxes;
c. permits, registrations and licences;
d. providing accurate customs information; and
e. complying with local import and product requirements.

12.3 Where PromoLab pays a duty, tax, clearance fee, storage charge or other amount for which the Customer is responsible, PromoLab may recharge it to the Customer.

12.4 Customs authorities may inspect, delay or detain shipments. PromoLab will provide reasonable assistance but cannot guarantee customs-clearance times.

12.5 The Customer must not instruct PromoLab to declare an incorrect description, origin, classification or value.

12.6 Where an Incoterm is expressly stated in the Contract, it will have the meaning given by the version of the Incoterms rules identified in the Contract.

13.1 Risk in Goods passes to the Customer:

a. on completion of delivery under clause 11.8;
b. when Goods are collected by the Customer or its carrier; or
c. where Goods are bought for stockholding, when they are placed into storage as Customer-owned stock,

whichever applies.

13.2 Ownership of Goods does not pass until PromoLab has received full payment of all sums due for those Goods.

13.3 Until ownership passes, the Customer must:

a. keep the Goods identifiable as PromoLab’s property;
b. keep them in satisfactory condition;
c. not pledge or grant security over them; and
d. notify PromoLab immediately if it becomes insolvent or the Goods are seized.

13.4 PromoLab may recover Goods for which ownership has not passed where payment is overdue, to the extent permitted by law.

13.5 PromoLab may bring an action for the price notwithstanding that ownership has not passed.

14.1 The Customer must inspect Goods promptly after delivery.

14.2 Visible damage, incorrect Goods or apparent shortages should be reported in writing within five Business Days of delivery.

14.3 A defect that could not reasonably have been identified during the initial inspection must be reported promptly and normally within five Business Days after it is discovered.

14.4 A claim should include:

a. the relevant Order or invoice number;
b. a description of the issue;
c. quantities affected;
d. photographs or other reasonable evidence; and
e. packaging and courier information where relevant.

14.5 The Customer must preserve affected Goods and packaging for reasonable inspection.

14.6 Goods must not be returned without PromoLab’s prior written authorisation.

14.7 Where Goods do not comply materially with the Contract for reasons attributable to PromoLab, PromoLab may, as appropriate:

a. repair or rework them;
b. replace affected Goods;
c. provide a proportionate credit; or
d. refund the price of affected Goods.

14.8 PromoLab is not responsible for:

a. normal manufacturing tolerances;
b. an error approved in artwork or proof;
c. an error in Customer-supplied data;
d. damage caused after risk has passed;
e. misuse, alteration or unsuitable storage; or
f. fair wear and tear.

14.9 Nothing in this clause excludes rights or remedies that cannot lawfully be excluded.

15.1 Where PromoLab agrees to store Goods, storage charges and related fees will be as stated in the Quotation, service agreement or current agreed pricing.

15.2 Storage charges continue until the Goods are dispatched, collected, transferred or disposed of.

15.3 PromoLab may use third-party warehousing and fulfilment partners.

15.4 PromoLab will use reasonable care in selecting and managing its storage partners but does not guarantee that stored Goods will remain free from deterioration caused by:

a. the inherent nature of the product or material;
b. ageing, expiry or obsolescence;
c. unsuitable original packaging;
d. long-term storage;
e. changes in branding, law or product standards; or
f. circumstances outside PromoLab’s reasonable control.

15.5 Risk in paid-for Customer-owned stock remains with the Customer while it is in storage, subject to PromoLab’s liability for its failure to exercise reasonable care and skill.

15.6 Unless PromoLab expressly confirms that insurance is included, the Customer is responsible for maintaining appropriate insurance for Customer-owned stock.

15.7 The Customer should review stock periodically and tell PromoLab what should happen to obsolete, expired, damaged or surplus Goods.

15.8 At the end of a storage or fulfilment arrangement, the Customer must arrange collection, continued storage or disposal of its Goods within 30 days, unless another period is agreed.

15.9 If the Customer does not provide instructions after reasonable notice, PromoLab may continue charging storage or arrange reasonable recycling, destruction, donation or disposal. The Customer will be responsible for the associated costs.

16.1 Managed webstore and fulfilment Services will be supplied in accordance with the agreed service description and pricing.

16.2 The Customer is responsible for approving:

a. products and catalogue content;
b. branding and copy;
c. prices and charging arrangements;
d. delivery rules;
e. who may access or use the webstore; and
f. any information the Customer is legally required to provide to its users.

16.3 PromoLab will use reasonable efforts to maintain webstore availability but does not guarantee that a webstore will be uninterrupted or error-free at all times.

16.4 PromoLab may carry out maintenance, security work and reasonable platform changes.

16.5 Stock information is updated using operational records but may be subject to processing delays, reconciliations and reasonable stock adjustments.

16.6 Orders placed through a managed webstore remain subject to:

a. stock availability;
b. address and order validation;
c. applicable order limits; and
d. the agreed client programme rules.

16.7 The Customer is responsible for ensuring that recipient data and other personal information supplied to PromoLab has been collected and shared lawfully.

16.8 Additional costs caused by incorrect addresses, Recipient unavailability, rejected deliveries, redelivery, returns or special handling may be charged to the Customer.

16.9 Unless expressly agreed otherwise, the Customer remains responsible for its contractual and legal relationship with its employees, customers or other webstore users.

16.10 Where no minimum service period is stated, either party may terminate an ongoing webstore or fulfilment service on 30 days’ written notice. Bespoke setup charges and other committed costs remain payable.

17.1 Bespoke Goods may be returned only where they are defective or do not comply materially with the Contract.

17.2 Standard, unbranded Goods may be returned only with PromoLab’s prior written agreement and may be subject to:

a. supplier approval;
b. the Goods being unused and in resaleable condition;
c. return-delivery costs; and
d. a restocking or administration charge.

17.3 Goods personalised for a particular Recipient cannot normally be returned for a change of name, size, preference or circumstance unless the Goods are defective.

17.4 Returns processed through a managed merchandise programme will be handled under the applicable programme or service arrangements.

18.1 PromoLab will perform the Services with reasonable care and skill.

18.2 Any time stated for performing Services is an estimate unless expressly agreed as a fixed deadline.

18.3 PromoLab may use suitably qualified suppliers, subcontractors, warehouses, carriers and other service providers.

18.4 PromoLab remains responsible for the Services it has agreed to provide, subject to the limitations and exclusions in these Terms.

18.5 PromoLab may make reasonable operational changes where they do not materially reduce the agreed Services.

19.1 The Customer must:

a. provide complete and accurate instructions;
b. respond to requests and approvals promptly;
c. obtain required internal approvals, licences and permissions;
d. ensure Customer Materials are lawful and accurate;
e. provide safe and suitable delivery and collection arrangements;
f. comply with applicable import, export, sanctions and product laws; and
g. cooperate reasonably with PromoLab and its service providers.

19.2 PromoLab may rely on information and instructions provided by the Customer.

19.3 If the Customer delays or prevents performance, PromoLab may:

a. extend the relevant timetable;
b. suspend performance; and
c. charge reasonable additional costs caused by the delay.

20.1 Each party must keep confidential information received from the other party secure and must not disclose it except:

a. to employees, professional advisers and subcontractors who need it for the Contract;
b. with the other party’s permission; or
c. where disclosure is required by law or a competent authority.

20.2 Confidential information does not include information that:

a. is or becomes public other than through a breach of confidence;
b. was lawfully known before disclosure;
c. is lawfully received from another source; or
d. is independently developed without using the confidential information.

20.3 This clause continues after the Contract ends.

21.1 Each party must comply with applicable data-protection law.

21.2 Where PromoLab processes personal information solely on the Customer’s documented instructions, the parties will comply with any applicable data-processing terms or agreement.

21.3 The Customer confirms that it has a lawful basis for supplying personal information to PromoLab and has provided any necessary privacy information to the relevant individuals.

21.4 PromoLab may process business-contact and transaction information for its own legitimate business, legal, security and accounting purposes as described in its Privacy Policy.

21.5 The Customer must not supply unnecessary sensitive or special-category personal information unless this has been expressly agreed in advance.

22.1 Each party must comply with applicable laws relating to bribery, corruption, sanctions, export controls, modern slavery and human trafficking.

22.2 The Customer must not use PromoLab’s Goods or Services for an unlawful purpose.

22.3 PromoLab may decline or suspend an Order where it reasonably believes that proceeding would breach the law, sanctions restrictions, ethical standards or the rights of another person.

23.1 Neither party is liable for delay or failure caused by events outside its reasonable control.

23.2 These may include:

a. natural disasters, extreme weather, fire or flood;
b. epidemic or pandemic;
c. war, terrorism, civil disturbance or government action;
d. strikes, industrial disputes or labour shortages;
e. supply-chain interruption or raw-material shortages;
f. failure of utilities, telecommunications or transport networks;
g. port congestion, customs delay or carrier disruption;
h. factory breakdown or supplier failure; and
i. cyberattack or widespread systems failure.

23.3 The affected party must take reasonable steps to reduce the effect of the event and resume performance.

23.4 Time for performance will be extended by a reasonable period.

23.5 If the event continues for more than 60 days and materially prevents performance, either party may cancel the affected unperformed part of the Contract by written notice.

23.6 The Customer remains responsible for costs already properly incurred or irrevocably committed before cancellation.

24.1 PromoLab may suspend performance or terminate a Contract immediately by written notice if the Customer:

a. fails to pay an overdue amount;
b. commits a material breach and, where it can be remedied, fails to remedy it within 14 days after written notice;
c. becomes insolvent or unable to pay its debts;
d. ceases or threatens to cease trading; or
e. exposes PromoLab or its suppliers to a material legal, regulatory or reputational risk.

24.2 Where no fixed duration or separate termination provision applies, either party may terminate an ongoing Service on 30 days’ written notice.

24.3 Termination does not cancel bespoke production or committed supplier costs already authorised by the Customer.

24.4 On termination:

a. all outstanding invoices become immediately payable;
b. PromoLab may invoice work completed and costs committed;
c. the Customer must pay ongoing storage and handling charges;
d. the Customer must arrange collection or disposal of its stock; and
e. provisions intended to continue after termination remain in effect.

The Customer’s attention is particularly drawn to this clause.

25.1 Nothing in these Terms limits or excludes liability for:

a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by law relating to title to Goods; or
d. any other liability that cannot lawfully be limited or excluded.

25.2 Subject to clause 25.1, PromoLab will not be liable for:

a. loss of profit, revenue or anticipated savings;
b. loss of business, contracts or opportunity;
c. loss of goodwill or reputation;
d. loss arising from the cancellation or disruption of an event or campaign;
e. indirect or consequential loss; or
f. loss caused by Customer Materials, Customer instructions or an act or omission of the Customer or Recipient.

25.3 Subject to clause 25.1, PromoLab’s total aggregate liability arising from or connected with a particular Order will not exceed the total charges paid or payable by the Customer for that Order.

25.4 For an ongoing webstore, storage or fulfilment Service not attributable to one particular Order, PromoLab’s total aggregate liability in any 12-month period will not exceed the fees paid or payable for that Service during the 12 months immediately preceding the event giving rise to the claim.

25.5 PromoLab is not liable for delay or loss caused by a manufacturer, warehouse, courier, freight company, customs authority or other third party where PromoLab exercised reasonable care in selecting and instructing that provider and the matter was outside PromoLab’s reasonable control.

25.6 Nothing in these Terms requires the Customer to pay for Goods or Services that PromoLab has not provided, subject to committed and cancellation costs properly payable under the Contract.

26.1 The Customer will indemnify PromoLab against third-party claims and reasonable losses, damages and costs arising directly from:

a. unlawful or infringing Customer Materials;
b. the Customer’s breach of clause 8;
c. inaccurate or unlawfully supplied Recipient data;
d. products, claims or wording specified by the Customer that breach applicable law; or
e. the Customer’s unauthorised alteration or misuse of the Goods.

26.2 PromoLab must notify the Customer promptly of a relevant claim and provide reasonable cooperation, at the Customer’s cost.

26.3 The Customer will not be liable under this clause to the extent that the claim was caused by PromoLab’s unauthorised alteration or use of the Customer Materials.

27.1 Information on the Website is general information and does not constitute a binding Quotation or guarantee of availability.

27.2 Product availability, specifications and pricing must be confirmed through a Quotation or Order Confirmation.

27.3 The Customer must not misuse the Website, attempt unauthorised access, introduce malicious software or use automated tools in a way that damages or materially disrupts the Website.

28.1 PromoLab may subcontract parts of the Contract and remains responsible for its contractual obligations, subject to these Terms.

28.2 The Customer may not assign or transfer a Contract without PromoLab’s prior written consent, such consent not to be unreasonably withheld.

28.3 PromoLab may assign a Contract as part of a genuine sale, transfer or restructuring of its business, provided this does not materially reduce the Customer’s contractual rights.

29.1 A notice under the Contract must be in writing and sent to the postal or email address stated in the Contract or most recently notified by the receiving party.

29.2 A notice sent by email is deemed received on the next Business Day after transmission, provided that no delivery-failure notification is received.

29.3 This clause does not apply to formal service of court proceedings or other documents in legal proceedings.

30.1 Entire agreement. The Contract constitutes the entire agreement between the parties in relation to its subject matter.

30.2 Each party acknowledges that it has not relied on a statement or assurance that is not contained in the Contract, but nothing excludes liability for fraud or fraudulent misrepresentation.

30.3 Variation. A variation is effective only if agreed in writing by authorised representatives of both parties.

30.4 Waiver. A failure or delay in exercising a right does not waive that right.

30.5 Severance. If any part of the Contract is found to be invalid or unenforceable, the remaining provisions continue in effect.

30.6 No partnership or agency. Nothing in the Contract creates a partnership, joint venture or agency relationship between the parties.

30.7 Third-party rights. A person who is not a party to the Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

30.8 Cumulative rights. Rights and remedies under the Contract are in addition to rights and remedies provided by law.

30.9 Updates to these Terms. PromoLab may update these Terms for future Contracts. A change will not apply retrospectively to an existing Contract unless agreed in writing.

31.1 The Contract and any dispute or non-contractual obligation arising from it are governed by the law of England and Wales.

31.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising from or connected with the Contract.