These terms and conditions are split into two sections:
THE PHOENIX LUXURY CO. LTD TRADING AS THOMAS LYTE WEBSITE TERMS OF USE
Please read these Website Terms of Use carefully – they set out the basis on which you are allowed to use this website. If you have any questions about them or do not accept them, please contact Customer Services at enquiries@thomaslyte.com or on +44 (0)207 751 8844 before using this website. This website is for your information only and these Website Terms of Use in this Part A do not apply to any purchases of any products by you.
Who are we?
Using our website
Our Privacy Policy
Your Conduct
Our liability to you
Linking
Our Contract
Disputes
Who are we?
These Terms of Use relate to our website at www.thomaslyte.com. We are The Phoenix Luxury Co. Ltd, trading as Thomas Lyte, a limited company registered in England and Wales at Companies House. Our registered office is 9 Hurlingham Business Park, Sulivan Road, London, SW6 3DU and our registered number is 03031260. Our main trading address is at our registered office. Our VAT number is GB654052551.
You can contact us by email at enquiries@thomaslyte.com or by telephone on +44 (0)207 751 8844.
By using our website, you confirm that you accept these Website Terms of Use and that you agree to comply with them. If you do not agree to these Website Terms of Use, you must not use our Website.
Using our website
This website is not intended for personal or non-commercial use. You can use this website for your business or commercial use. We may make changes to the website from time to time. We cannot guarantee that the website will stay the same – we might change or remove it to improve our services or add new features.
We can’t guarantee that this website will be:
This website and its contents are protected by intellectual property rights, and either belong to us or are licensed to us to use. You may not copy or use them for a commercial purpose without our consent in writing.
You may print or download content from this website for the purposes of considering our services for your business or commercial use provided that:
Our Privacy Policy, Cookies Policy and Other Terms
For more information about how we collect and use personal data (including information collected through this website) please see our Privacy Policy.
For more information about the type of cookies we use on our website and how you can set your cookie preferences, please see our Cookies Policy.
If you purchase any goods or services from us, the Terms of Sale below are applicable to any orders that you may place.
Your Conduct
You will not:
Our liability to you
These Website Terms of Use do not exclude our liability (if any) to you for:
We are only liable to you for losses which you suffer as a direct result of our breach of these terms and conditions, and shall have no liability for any indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it.
We exclude all implied conditions, warranties, representations or other terms that may apply to our website or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
In particular, we will not be liable for:
You may have other rights granted by law, and these Website Terms of Use do not affect these except if the two are inconsistent. If this is the case then these Website Terms of Use will override any other rights which you may have, unless this is not permitted by law.
Linking
We may link to other websites. When we do this, we will try and make it as clear as possible that you are leaving our website. We are not responsible for these websites in any way, and do not endorse them. You should check their terms and conditions and privacy policy when you visit them.
You may not link to this website from another website without our consent in writing.
Our Contract
These Website Terms of Use only deal with your access to this website.
Please note that we may not necessarily keep a copy of these Website Terms of Use. We advise you to print a copy of them for your information in the future. You can download a pdf version of these terms and conditions by clicking here. Our contract and all communications between us will be in English.
Disputes
If you have any complaint about this website or any of the goods or services we provide, you should contact Customer Services at enquiries@thomaslyte.com or on +44 (0)207 751 8844 and we will try and resolve it as soon as possible. However, if we have a dispute regarding your use of the website or these terms and conditions, the courts will use English law to determine that dispute. If you wish to take legal action against us, as we are a UK company you should do so in the English courts only.
THE PHOENIX LUXURY CO. LTD TRADING AS THOMAS LYTE TERMS AND CONDITIONS OF SALE
These terms and conditions set out the basis on which Thomas Lyte will supply products to you. You can find everything you need to know about us, The Phoenix Luxury Co. Ltd trading as Thomas Lyte, and our products on our website or from our sales staff before you order. We also confirm the key information to you in writing before confirming your order by email.
We do not give business customers all the same rights as consumers. For example, business customers cannot cancel their orders, they have different rights where there is a problem with a product and we do not compensate them in the same way for losses caused by us or our products. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.
You should read these terms and conditions carefully. In particular, Thomas Lyte draws your attention to the following clauses:
1.
Interpretation
1.1.
In these Conditions unless the context otherwise requires the following words and expressions have the following meanings:
“Agreement” means an agreement for the purchase by the Client of Products or Services, which shall incorporate these Conditions and any terms set out in any applicable Order or Letter;
“Applicable Laws” means all applicable national, international, foreign or local laws (including case law), legislation, statutes, statutory instruments, rules, regulations, edicts, by-laws or directions or guidance from government or governmental agencies including any rules, regulations, guidelines or other requirements of relevant regulatory authorities which have the force of law together with any industry codes of practice in effect from time to time;
“Bespoke Products” means any goods that are made to order by Thomas Lyte under this Agreement as set out in the Order Confirmation;
“Business Day” means any day which is not a Saturday, a Sunday or a bank or public holiday in England;
“Client” means the purchaser or any Product(s) or recipient of any Services under this Agreement;
“Client IPRs” means any Intellectual Property Rights owned by the Client prior to the date of this Agreement or acquired, created or developed by or on behalf of the Client outside of this Agreement;
“Client Materials” means all documents, information, items and materials in any form (whether owned by the Client or a third party), which are provided by the Client to Thomas Lyte in connection with the Products and / or Services;
“Conditions” means these standard terms and conditions;
“Fee” means the charge for the Products or Services as set out in the applicable Order;
“Force Majeure Event” means any event outside the reasonable control of the relevant party affecting its ability to perform any of its obligations (other than payment) under these Conditions including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction which could not have been reasonably anticipated at the date of these Conditions, war, revolution, sanctions, act of terrorism, riot or civil commotion, epidemic, pandemic, strikes, lock outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;
“Gift-wrapped” means the packaging of Products in Thomas Lyte, client or other-branded Product boxes;
“Intellectual Property Rights” means all intellectual property and rights including (without limitation) trade marks or trade names, all patents, designs and design rights, database rights, copyright, letters patent, service marks, business names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in computer software and know-how in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist in any part of the world;
“Letter” means a letter from Thomas Lyte to which these Conditions are annexed;
“Order(s)” means any order from the Client to Thomas Lyte for the supply of specified Products and/or Services;
“Order Confirmation” means the document in which the Client’s Product and/or Service requirements and the terms of delivery and payment are contained;
“Personalising” means individualising a Client’s Products by engraving, etching or embossing with a logo and/or copy, or creating unique packaging for the Client;
“Product(s)” means any goods sold by Thomas Lyte under this Agreement as set out in the Order Confirmation including Bespoke Products;
“Services” means the provision of Products and any other services provided by Thomas Lyte under this Agreement as set out in the Order Confirmation;
“Third Party IPRs” means any Intellectual Property Rights owned by a third party;
“Thomas Lyte ” means The Phoenix Luxury Co Ltd trading as Thomas Lyte of 9 Hurlingham Business Park, Sulivan Road, London SW6 3DU;
“Thomas Lyte Brand” means any logo or proprietorial mark owned by either The Phoenix Luxury Co Ltd or Thomas Lyte Ltd;
“Thomas Lyte IPRs” means any Intellectual Property Rights owned, created or developed by or on behalf of Thomas Lyte as at the date of this Agreement, including all Intellectual Property Rights in the Thomas Lyte Brand.
1.2
Drafting Conventions
(a) The headings to Conditions are inserted for interpretation or construction of these Conditions.
(b) Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.
(c) The words “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
(d) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
2.
Term
This Agreement shall (subject to the provisions for earlier termination set out in these Conditions) continue until delivery of all Products and Services under the Agreement at which point it shall terminate automatically without notice.
3.
Placing an Order
3.1
The Order constitutes an offer by the Client to purchase Products and/or Services subject to and incorporating these Conditions.
3.2
On receipt of an Order, Thomas Lyte will refer to its stock levels, production and delivery schedule, and will, if it is capable of doing so, accept the Order. Thomas Lyte shall issue an Order Confirmation. The Client must inspect, sign and return the Order Confirmation in order to proceed with the Order. The Order will be confirmed when Thomas Lyte receives the Order Confirmation from the Client, authorised either electronically or by signature. Any Order shall be accepted entirely at the discretion of Thomas Lyte. Thomas Lyte has no obligation to carry out any work prior to receipt of a signed Order Confirmation from the Client.
3.3
The Agreement shall be subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, Order Confirmation or other document whatsoever and whenever).
3.4
It is the Client’s obligation to ensure that the terms of its Order Confirmation are complete and accurate.
3.5
If you are a consumer:
(a) you have 14 days after delivery of the Products to change your mind, this is your cooling-off period. To end the contract with us, please let us know by doing one of the following: call customer services on +44 (0)207 751 8844 or email us at enquiries@thomaslyte.com. If you email us, please provide your name, address, details of the Order and, where available, your phone number and email address. You may use the model cancellation form attached to these Conditions (but it is not obligatory).
Please note that the cooling-off period does not apply to Bespoke Products or Personalising, and you will not be able to cancel an Order for Bespoke Products or Personalising, unless such Bespoke Products are faulty on delivery.
(b) if you change your mind during the cooling-off period, you have to return the Product to us within 14 days of your telling us you have changed your mind. Products must be in a re-saleable condition and undamaged (unless faulty on delivery), and in their original and undamaged packaging.
(c) we do not provide pre-paid return labels for any returns. Where you return Products because you have changed your mind, you will be responsible for the cost of returning the Products to us (for example, postal or courier charges). Where you are returning the Product because it is faulty, we will reimburse standard postage paid. We are not able to reimburse you if you use a special service. You can send the Product back to us using an established delivery service. If you do this, you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you do not do this and we do not receive the Products at all or within a reasonable time we will not refund you the Fee.
If you think there is something wrong with your Product or for help with returns, please contact customer services at enquiries@thomaslyte.com or on +44 (0)207 751 8844.
4.
Altering an Order
4.1
It is understood that Thomas Lyte will prepare each Order in reliance upon the information contained in the Order Confirmation. Should the Client subsequently wish to change its order, Thomas Lyte will endeavour to amend the Order to take this into account, and, if possible, will not charge for the alteration to the Order.
4.2
Should the Client wish to amend its Order, and it is not possible to do so without the incurrence of extra costs, Thomas Lyte shall be entitled to adjust the Fee to take into account any change made to an Order (unless the Client decides to forego the change, in which case the original Fee will apply). Examples of situations where further costs will be unavoidable include, without limitation:
(a) where the Client wishes to materially alter the design of a Bespoke Product;
(b) where Products have been Personalised and the Client subsequently wishes to alter either the Personalising or the choice of Product; or
(c) where Products have been Gift-wrapped and the Client wishes to amend its Order in a way that requires the Products to be opened, and Gift-wrapped again.
4.3
Should the Client wish to amend its Order and it is not possible for Thomas Lyte to accommodate the change for any reason, Thomas Lyte will supply the Client’s original Order.
5.
The Client’s Obligations
5.1
The Client will provide at its own expense all documents, information, items and materials in any form that Thomas Lyte shall reasonably require to provide the Products and/or Services.
5.2
The Client shall be responsible for signing-off any artwork and / or copy prior to the manufacture of Bespoke Products and / or Personalising of Products.
5.3
The Client must not request any Bespoke Products or Personalising that:
(a) is defamatory of any person;
(b) is obscene, offensive, hateful or inflammatory;
(c) is intended to bully, insult, intimidate or humiliate; or
(d) infringes any copyright, database right or trade mark of any other person.
5.4
In addition to any other remedy available to Thomas Lyte, the Client will indemnify and hold harmless Thomas Lyte in full and on demand from and against all direct and indirect damages, losses, expenses or liabilities (including reasonable legal fees and costs), interest and penalties incurred by Thomas Lyte howsoever arising whether wholly or in part resulting directly or indirectly as a result of, or in connection with, Thomas Lyte’s use of the Client IPRs in accordance with this Agreement.
6.
Thomas Lyte’s obligations
6.1
Once the Order is confirmed, Thomas Lyte will obtain the Client’s written approval prior to manufacturing any Bespoke Products and / or Personalising any Products either in writing, electronically or verbally.
6.2
If Thomas Lyte incorrectly deviates from approved artwork or copy, Thomas Lyte will, subject to stock levels, redo the affected part of the Client’s Order at no extra charge, and will pay any excess on the delivery charge caused by having to use an expedited delivery service. If Thomas Lyte cannot supply the same Products owing to depleted stock levels, it will offer the Client the choice of choosing alternative Products of equal value, or cancelling the Order and refunding any Fees paid.
6.3
If Thomas Lyte supplies incorrect Products to the Client, it will, subject to stock levels, rectify the mistake at no extra charge to the Client.
6.4
Thomas Lyte reserves the right to amend any specification in the Order Confirmation if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Products and/or Services, and Thomas Lyte shall notify the Client in any such event.
6.5
Thomas Lyte shall hold all Client Materialsin safe custody at its own risk and maintain the Client Materials in good condition until returned to the Client, and not dispose of or use the Client Materials other than in accordance with the Client’s written instructions or authorisations.
6.6
Thomas Lyte warrants that on delivery and for a period of 12 (twelve) months from delivery, the Products shall be free from material defects in workmanship.
6.7
The warranties set out in this Agreement are the only warranties which shall be given by Thomas Lyte and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
7.
Supply of Services
7.1
Thomas Lyte shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.2
Thomas Lyte warrants to the Client that the Services will be provided using reasonable care and skill.
8.
Delivery of Products
8.1
The Order shall set out whether Thomas Lyte shall deliver the Products or the Client shall collect the Products.
8.2
Where the Order sets out that Thomas Lyte shall deliver the Products, Thomas Lyte shall deliver the Products applying the Incoterm stipulated in the Order (and if no Incoterm is stipulated Delivered at Place (DAP) (Incoterms 2020)) at the location set out in the Order or such other location as the parties shall agree in writing.
8.3
Where the Order sets out that the Client shall collect the Products, the Client shall collect and take delivery of the Products from the location set out in the Order or such other location as the parties shall agree in writing.
8.4
Delivery of the Products shall be completed on the Products’ arrival at the delivery location.
8.5
If the Client orders Products for delivery outside the UK:
(a) the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Thomas Lyte has no control over these charges;
(b) the Client will be responsible for payment of any such import duties and taxes. The Client should contact their local customs office for further information before placing an Order;
(c) the Client must comply with all applicable laws and regulations of the country for which the Products are destined. Thomas Lyte will not be liable or responsible if the Client breaks any such law.
8.6
Any times and dates specified by Thomas Lyte for delivery of the Products are intended to be an estimate only and time for delivery shall not be of the essence.
8.7
Subject to clause 9, if for any reason the Client does not accept delivery of, or collect, any of the Products when they are ready for delivery, or Thomas Lyte is unable to deliver the Products on time because the Client has not provided appropriate instructions, documents, licences or authorisations then:
(a) the Products will be deemed to have been delivered, risk passing to the Client (including for loss or damage caused by Thomas Lyte’s negligence); and
(b) Thomas Lyte may store the Products until actual delivery whereupon the Client shall be liable for all related costs and expenses (including without limitation storage and insurance).
Deemed acceptance of Products
8.8
Where the Client is a business customer, the Client will be deemed to have accepted the Products as being in accordance with the Agreement unless:
(a) within 3 days of the date of delivery of the Products, the Client notifies Thomas Lyte in writing of any defect or other failure of the Products to conform with the Agreement (which would be apparent upon reasonable inspection and testing of the Products within 3 days); or
(b) the Client notifies Thomas Lyte in writing of any defect or other failure of the Products to conform with the Agreement within a reasonable time where the defect or failure would not be so apparent within 3 days of the date of delivery,
failing which the Client shall not be entitled to reject the Products and Thomas Lyte shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Products had been delivered in accordance with the Agreement.
Thomas Lyte’s failure to deliver Products
8.9
If Thomas Lyte fails to deliver the Products, Thomas Lyte’s liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. Thomas Lyte shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event, the Client’s failure to provide Thomas Lyte with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products or the Client’s breach of the Agreement.
9.
Passing of Risk and Legal Title
9.1
The Products shall be at the risk of the Client from the time of delivery.
9.2
Full legal, beneficial and equitable title to and property in the Products shall remain vested in Thomas Lyte (even though they have been delivered and risk has passed to the Client) until:
(a) payment in full, in cash or cleared funds, for all the Products has been received by Thomas Lyte; and
(b) all other money payable by the Client to Thomas Lyte on any other account or under the Agreement or any other contract has been received by Thomas Lyte.
10.
Fees – General
10.1
The Client shall pay Thomas Lyte the Fee for the Products, which shall comprise the cost of the Products and any Personalising, or, if no price is quoted, the price set out in Thomas Lyte’s price list, published on the date of delivery or deemed date of delivery of the Products, or completion or deemed completion of the performance of the Services.
10.2
In addition the Client shall pay for delivery, which shall be charged at cost plus a mark-up to cover administrative expenditure. The administrative expense shall be dependent on the Client’s location but shall not exceed [40% of the delivery charge].
10.3
The Fees and all other sums payable under this Agreement are exclusive of value added tax (VAT) or other applicable sales tax or export or import duties and taxes where applicable which shall be payable at the prevailing rate.
10.4
Where the Client commissions customised packaging for its Products, Gift-wrapping shall be considered to be Personalising, and a separate Fee may be payable by the Client. Otherwise, at Thomas Lyte’s discretion, Gift-wrapping may be provided free of charge.
11.
Fees – Deposits and Payment Balances
11.1
Fees are payable in accordance with the payment schedule in the Order Confirmation.
11.2
Where there is no payment schedule in the Order Confirmation:
(a) Thomas Lyte may require payment of a deposit for the following orders:
| Type of Order | Deposit amount |
| Order over £5,000, | 50% of the Fee including VAT |
| Order for Bespoke Product | 50% of the Fee including VAT |
| Order for Product containing precious metals | 50% or more of the Fee including VAT |
| Overseas Order | 100% of the Fee including VAT |
| New Client Order | 100% of the Fee including VAT |
(b) Where a deposit is payable pursuant to clause 11.2(a), the outstanding balance of the Fee and delivery charges shall be payable prior to despatch or on or after notification that the Products are ready for collection.
(c) Where no deposit is payable pursuant to clause 11.2(a), the Fee and delivery charges shall be payable at the point of Order Confirmation.
12.
Fees – Invoices
12.1
Thomas Lyte shall, if requested in writing by the Client, endeavour to quote any purchase order number provided by the Client on its invoices. However, the absence of such does not affect the Client’s obligation to pay sums due under this Agreement.
12.2
Unless set out otherwise in the Order Confirmation, the Client shall pay invoices in full and cleared funds without any deduction, or withholding:
(a) invoices for deposits on receipt of the invoice; and
(b) any other invoices within 30 days of the date of the invoice.
Time for payment shall be of the essence.
12.3
The Client shall make all payments due under the Agreement without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Thomas Lyte to the Client.
12.4
Except as set out in this clause 4, all payments shall be in Pounds Sterling by company cheque, BACS to Thomas Lyte’s bank account as nominated in writing to the Client, or such other bank account as Thomas Lyte may from time to time notify the Client with any applicable charges on such payments being at the Client’s expense or credit/debit card (Visa, Mastercard, and American Express). Payments under £150.00 must be settled by credit/debit card only. In the event that the parties agree payment in an alternative currency, this shall be recorded on the Order Confirmation.
12.5
Where any sum payable by the Client under this Agreement is to be paid in a currency other than Pounds Sterling the sum in question will be converted into the currency of payment by reference to the relevant exchange rate quoted by HSBC Bank plc at 5.00 p.m. on the day the invoice is sent.
13.
Fees – what happens if you do not pay
13.1
The Client must pay invoices for deposits prior to the commencement of manufacture / Personalisation as relevant. Thomas Lyte shall be entitled to cease manufacture or withhold commencement of manufacture of the Products until payment of the deposit is received in full.
13.2
If any sum due from the Client to Thomas Lyte under the Agreement or any other contract is not paid within 14 days of the due date for payment then all sums then owing by the Client to Thomas Lyte shall become due and payable immediately and, without prejudice to any other right or remedy available to Thomas Lyte:
(a) Thomas Lyte shall be entitled to withhold delivery of the Products until payment is received in full; and
(b) where the Client is a business customer, Thomas Lyte shall be entitled also to charge the Client interest at the rate of 4% (four per cent) per annum above the base rate of HSBC Bank plc from time to time may be charged on any overdue amount from the due date until the date payment is received.
14.
Intellectual Property Rights
14.1
Nothing in this Agreement shall affect the ownership of the Client IPRs or the Thomas Lyte IPRs. Except as expressly stated otherwise in this Agreement, neither party shall acquire any right, title or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors.
14.2
The Client shall retain ownership of all Client IPRs. Upon placing an Order the Client grants to Thomas Lyte a fully paid-up, non-exclusive, worldwide, royalty-free licence to use and modify the Client IPRs and Client Materials (i) for the purpose of supplying Products and/or Services and (ii) for use in its sales and marketing materials.
14.3
Thomas Lyte shall retain ownership of all Thomas Lyte IPRs.
14.4
Any Intellectual Property Rights created by Thomas Lyte prior to the Order Confirmation, in the course of the performance of the Agreement or otherwise in the billing of the Products or the provision of the Services shall vest in Thomas Lyte immediately upon them coming into existence.
14.5
Unless expressly agreed in an applicable Order or Letter or otherwise agreed in writing, the Client shall not have any right of ownership, licence or right to use any Thomas Lyte IPRs, the Thomas Lyte Brand or any Intellectual Property Rights created by Thomas Lyte in the course of the performance of the Agreement.
14.6
Nothing in this Agreement shall entitle the Client to use the Thomas Lyte Brand or any Thomas Lyte IPRs. The Client may not (i) repackage the Products or alter the Products in any way without Thomas Lyte’s prior written approval; or (ii) use the Thomas Lyte Brand in any context without Thomas Lyte’s prior written approval.
15.
Force Majeure
15.1
Thomas Lyte shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure Event.
15.2
If the Force Majeure Event prevents Thomas Lyte from providing any of the Services and/or Products for more than three months, Thomas Lyte shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to the Client.
16
Liability
16.1
Thomas Lyte shall not be liable for:
(a) errors caused by incorrect, inaccurate or ambiguous information supplied by the Client or incorporated in artwork that the Client has supplied or approved;
(b) errors or delays caused by Personalising services, provided that Thomas Lyte has supplied correct and timely information to such;
(c) delays caused by couriers or the postal service, provided that Thomas Lyte has correctly addressed the Client’s Products.
Losses we never limit or exclude
16.2
Nothing in these Conditions excludes or limits Thomas Lyte’s liability for:
(a) death or personal injury caused by Thomas Lyte’s negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(e) defective products under the Consumer Protection Act 1987;
(f) or any liability which cannot be legally excluded or limited.
Our liability for loss or damage suffered by you if you are a business
16.3
Subject to clause 16.2 and clause 16.4, Thomas Lyte’s maximum aggregate liability in respect of each Product in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Agreement shall be limited to 100% of the Fee paid or payable (had the Agreement not been breached) to Thomas Lyte for that Product under the Agreement.
16.4
Subject to clause 2, Thomas Lyte is not liable whether in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise howsoever, and whatever the cause thereof, for any loss of profit, business, contracts, revenues or anticipated savings or wasted expenditure; or for any special, indirect, incidental or consequential damage of any nature whatsoever.
16.5
We exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
Our liability for loss or damage suffered by you if you are a consumer
16.6
Thomas Lyte is not responsible for losses you suffer caused by us breaking this contract unless the loss is:
(a) It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
(b) caused by a delaying event outside our control;
(c) Something you could have avoided by taking reasonable action;
(d) a business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in the section entitled “Our liability for loss or damage suffered by you if you are a”
16.7
Nothing in these terms and conditions waives your statutory rights.
17.
Termination
17.1
Where the Client is a business customer, without affecting any other right or remedy available to it Thomas Lyte may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 60 days after being notified to make such payment.
17.2
Either party may at any time terminate this Agreement (without limiting any other remedy) with immediate effect by giving written notice of its election to do so to the other party, should the other party:
(a) commit a material breach of any of its obligations under the Agreement which is incapable of remedy;
(b) commit a material breach of any provision of this Agreement and fail to remedy such breach within 30 days after receipt of notice detailing the breach;
(c) becomes or is reasonably likely to become insolvent, enters into individual voluntary arrangement, liquidation, winding up, receivership or administrative receivership, administration, a corporate voluntary arrangement or compromises any debts with creditors or has an administrator or receiver appointed over the whole or any part of its assets or any order made or resolution passed for its administration or winding up (unless as part of a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or suffers anything analogous to any of the foregoing under the law of any jurisdiction; or
(d) ceases, or appears in the reasonable opinion of the other party likely or is threatening to cease, to carry on all or a substantial part of its business.
17.3
Without affecting any other right or remedy available to it, Thomas Lyte may terminate this Agreement with immediate effect by giving written notice to the Client if:
(a) in the reasonable opinion of Thomas Lyte, the Client has brought Thomas Lyte into disrepute;
(b) the Client becomes subject to any laws or regulations relating to economic or financial sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by the UK and / or any other governmental authority and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, Her Majesty’s Treasury and the UK’s Office of Financial SanctionsImplementation and Department of International Trade.
18.
Consequences of termination
18.1
The termination of the Agreement will be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
18.2
On termination of the Agreement for any reason whatsoever:
(a) the Client shall immediately pay to Thomas Lyte all of Thomas Lyte’s outstanding unpaid invoices and interest and, in respect of Products and / or Services supplied but for which no invoice has yet been submitted, Thomas Lyte shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client will be responsible for all Fees incurred up to the date when termination takes effect;
(c) if requested by the Client, Thomas Lyte shall return the Client Materials;
(d) subject to clause 18.1, the relationship of the parties will cease save as (and to the extent) expressly provided for in this clause 18.2; and
(e) any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect.
19.
Non-solicitation
19.1
Each party undertakes that during the period of this Agreement or within 12 (twelve) months after its termination howsoever arising, it shall not without the prior written consent of the other party:
(a) make any offer of employment or enter into any discussion or negotiations with a view to making any offer of employment to any personnel of the other party;
(b) entice, induce or attempt to entice any employee of the other to leave the other’s employment or solicit or attempt to solicit services of any kind from any personnel of the other party on their own account.
19.2
Should either party breach clause 1, the recruiting party shall pay to the other party the cost of recruiting a replacement of the same level.
20.
Notices
Any notice to be given under this Agreement will be in writing and sent to the registered or usual business address of the appropriate party or to such other address as such party may have specified by prior written notice to the other party. Such notice shall be deemed given upon personal delivery; when sent by confirmed facsimile; on the next working day following posting by special delivery; or 3 (three) working days after posting if sent by ordinary first class post.
21.
Assignment
Save as provided herein, neither party may assign, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement without the prior written agreement of the other party.
22.
Waiver
Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. The waiver by either party of any breach of this Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
23.
Severability
If any provision of this Agreement is declared by any judicial or other competent authority to be unenforceable the same shall be deemed omitted from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
24.
Entire Agreement
These Conditions together with the Letter and any Orders constitute the entire agreement between Thomas Lyte and the Client in relation to its subject matter and supersede all previous oral or written undertakings and agreements which may have subsisted. All other terms and conditions, express or implied, by statute or otherwise are excluded to the fullest extent permitted by law. Where there is a conflict between these Conditions and the terms of an Order Form, these Conditions shall prevail. Additions to or modifications of this Agreement will only be effective if in writing and signed by a duly authorised representative of the parties.
25.
Rights of Third Parties
For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.
26.
Authority
26.1
The Client warrants that:
(a) it has all necessary authority, power and capacity to enter into and perform this Agreement and that all necessary actions have been taken to enter into it properly and lawfully;
(b) the person signing this Agreement on its behalf is duly authorised to do so;
(c) its entry into and performance of this Agreement does not and will not conflict with any of its contractual obligations or with any Applicable Laws.
27.
Privacy and Security Statement
Thomas Lyte shall process any personal data in accordance with its privacy policy.
28.
Governing Law
28.1
This Agreement and any issues, disputes or claims arising out of, or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) will be governed by and construed in accordance with English law.
28.2
If the Client is a business customer, parties agree to submit to the exclusive jurisdiction of the English courts in respect of all disputes or claims arising out of or relating to the Agreement.
28.3
If you are a consumer then, wherever you live, you can bring claims against us in the English courts or the courts of the country you live in, for example if you live in Wales, you can bring a claim against us in the courts of England and you can also bring claims against us in the courts in Wales. If you are a consumer we can claim against you in the courts of the country you live in.
CANCELLATION FORM
| To: The Phoenix Luxury Co. Ltd, trading as Thomas Lyte, 9 Hurlingham Business Park, Sulivan Road, London, SW6 3DU, enquiries@thomaslyte.com | |
| I/We* hereby give notice that I/We* cancel my/our* contract of sale for the following products: | |
| Ordered on* / Received on*: | |
| My/Our* Name(s): | |
| My/Our* Address(es): | |
| Signature: | |
| Date: | |
* Delete as appropriate |
|
