Terms of business

1. Who you are contracting with

Boutique Factory LLP is a limited liability partnership registered in England and Wales under company number OC458213. In these terms it is referred to as “we”, “us” or “Boutique Factory”, and the customer as “you”.

Our services are offered to businesses only. By opening an account or placing an order you confirm that you are doing so in the course of a business and that the person acting has authority to bind it.

2. What we supply

We supply four things, and they are contracted separately:

• Vector conversion — a raster or vector source redrawn as vector paths, delivered as SVG and PDF with a colour list.
• Embroidery digitizing — an embroidery file produced from supplied artwork for a stated finished size, fabric and placement, delivered as PDF, EMB and DST.
• The Fulfilment API — sourcing, marking, packing and shipping of catalogue products against orders you transmit.
• The Platform Licence — a licence to operate our e-commerce platform under your own brand.

The artwork services are supplied on these terms. The Fulfilment API and the Platform Licence are supplied under a separate written agreement which prevails over these terms wherever the two differ.

3. Accounts

You need an account to order. You are responsible for keeping your credentials secure and for everything done through your account, and you must tell us promptly if you believe it has been compromised.

The information in your company profile must be accurate and kept up to date. We may verify a VAT number against the European Commission's VIES service and may decline or suspend an account where the information given cannot be verified.

4. Orders, quotes and acceptance

An order you place is an offer. A contract is formed when we confirm the order, or where a quote is required, when you accept the quote we issue.

Where a job falls outside our published price list we quote before starting. No work begins, and nothing is chargeable, until you have accepted that quote.

For embroidery digitizing the price depends on the stitch count of the finished file, which does not exist when you order. We therefore quote a maximum before starting and invoice the actual stitch price. The invoice will never exceed the quoted maximum and may be lower.

An order for artwork cannot be cancelled once work has begun, because the deliverable is produced specifically for you.

5. Prices and VAT

All published prices exclude VAT and are stated in euro.

We are established in the United Kingdom. Where you are a business established in an EU member state and have given us a valid VAT number, our supplies to you are made without UK VAT and you account for VAT under the reverse charge in your own member state. Where you cannot provide a valid VAT number we may charge VAT at the applicable rate.

You are responsible for any tax, duty or charge arising in your own jurisdiction on the supply.

We may change published prices at any time. A change does not affect an order already confirmed or a quote already accepted.

6. Payment

Artwork services are invoiced monthly in arrears and settled by SEPA direct debit against a mandate you give us. You must keep a valid mandate in place while you have an account with an unpaid balance.

Invoices are payable within the period stated on the invoice. Where a payment is not made when due we may charge interest and reasonable recovery costs as permitted by law, and may suspend delivery of further work until the balance is settled.

The Platform Licence is invoiced in advance, monthly or annually according to the agreement.

7. Turnaround and delivery

Artwork is normally delivered within 24 to 48 hours of a confirmed order. Where a job requires a quote, that period runs from your acceptance of the quote.

Products ordered through the Fulfilment API are made to order and are normally delivered within 5 to 10 working days of the order reaching us, depending on the brand of the product. An order containing products of several brands ships as a single parcel and takes the lead time of its slowest line.

Turnaround and delivery periods are estimates given in good faith. They are not of the essence of the contract, and we are not liable for a delay caused by something outside our reasonable control, including an act or omission of yours.

8. Artwork you send us

You warrant that you own or are licensed to use everything you send us, and that its use for the purpose you have described does not infringe anybody's rights. You will indemnify us against any claim arising from a breach of that warranty.

You grant us a licence to store, reproduce and modify your artwork to the extent needed to supply the services you have ordered, and to keep a copy for the period described in our privacy policy so that a file can be reissued or corrected.

We do not check whether artwork you send is protected by somebody else's rights, and we are not able to. That check is yours.

9. Rights in what we deliver

On payment in full, the files we deliver to you for a given order become yours to use, reproduce and modify without restriction, including commercially. That includes the editable embroidery file, which is delivered as standard rather than sold separately.

We retain ownership of our software, our processes and our tooling. Nothing in an artwork order transfers any right in those.

We may keep a copy of a deliverable for our own records and for reissue, and will not use your artwork or your marks to promote our services without your written agreement.

10. Quality and complaints

We will supply the services with reasonable care and skill, and every file is checked before it is delivered.

If something we deliver is not what was ordered, tell us and we will put it right. Tell us within a reasonable period of delivery and before the file is used in production, because a file that has already run on a machine cannot be assessed afterwards.

An embroidery file is produced for the finished size, fabric and placement you state. If any of those change, the file has to change with them and that is a new order.

11. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that, we are not liable to you for loss of profit, loss of business, loss of anticipated saving, loss of goodwill, or any indirect or consequential loss, however arising.

Subject to that, our total liability arising out of or in connection with a contract between us is limited to the amount you have paid us under that contract in the twelve months before the claim arose.

We are not liable for the results of a production run, including materials, machine time and labour, where you have used a delivered file without checking it first.

12. Suspension and termination

Either of us may close an artwork account at any time. Closing it does not affect an order already confirmed or an amount already owed.

We may suspend or close an account immediately where an invoice is overdue, where the account information cannot be verified, where the account is used in breach of these terms, or where we are required to by law.

The Platform Licence and the Fulfilment API terminate in accordance with their own agreements.

13. Data protection

Each of us is a controller of the personal data we hold in our own right. How we handle personal data is described in our privacy policy, which forms part of these terms.

Where we process personal data on your behalf in the course of supplying the Fulfilment API or the Platform Licence, we do so under the data processing terms in the relevant agreement.

14. General

We may change these terms. The version in force is the one published here when your order is confirmed, and we will give reasonable notice of a material change affecting an ongoing agreement.

You may not assign or transfer your rights under these terms without our written consent. We may assign ours to a company acquiring our business.

If any provision is found to be unenforceable, the rest continues in force.

Nobody other than you and us has any right to enforce these terms.

15. Governing law

These terms and any dispute arising out of them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Nothing in this clause affects a right you may have under mandatory law in your own country of establishment.

Questions about these terms go to contact@boutiquefactory.co.uk.