Terms and Conditions
Last updated 24/05/2018
Application and entire agreement
1. These Terms and Conditions apply to the provision of the products and services detailed in our quotation, offer (“Services”) by Cross Spot Studio, a trading name of Spot & Cross Limited a company registered in England and Wales under number 12243988 whose registered office is at:
1 Unit 3
1 Emma Street
London, England, E2 9FP
And trading office is at 1 Unit 3, 1 Emma Street, The Containerville, London, England, E2 9FP (“we” or “us”) to the person buying the products and services (“you”).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation, offer (“The Contract”) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf.
4. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. A 'business day' means any day other than a Saturday, Sunday or bank holiday in England and Wales.
6. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
7. Words imparting the singular number shall include the plural and vice-versa.
8. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation/offer, including any specification in all material respects, for a reasonable charge. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
9. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
10. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
11. You must obtain any permissions, consents, licences or otherwise that we need and must grant us the access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
If you do not comply with clause 11, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations)
Fees and deposit
13. The fees (“Fees”) for the Services are set out in the quotation and are on a time and material basis. A quotation will often specify a price, or it will be clear about how the price will be calculated (for example, an hourly rate).
In addition to the Fees, we can recover the following from you:
a) reasonable incidental expenses including but not limited to, travelling expenses, trims expenses, research expenses, fabric swatch expenses, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the Services, and
c) the cost of any materials required for the provision of the Services.
14. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate that may be agreed between us. The provisions of clause 13 also apply to these additional services.
15. VAT is charged at a standard 20% rate in addition to The Fees
16. You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation.
17. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination)
18. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
19. You must pay the outstanding balance ('Balance') in full before arranging collection of finished products/services.
20. You must arrange a collection of your processed and ready order within 7 days from the date you were notified it is ready unless agreed otherwise in writing.
21. We reserve the right to suspend the Services or not release finished products, materials or any other items provided or produced if the balance is outstanding.
22. You can claim a price reduction where repeat performance is impossible or service cannot be carried out with reasonable skill and care within a reasonable time and without causing significant inconvenience. A price reduction can also be claimed where the service is not carried out within a reasonable time or where we breach a requirement arising from information we have given about something other than the service itself.
23. The amount of the price reduction will depend on how serious the breaches are and it can be anything up to 100% of the price. If you have already paid in full or in part for the service, you may, therefore, be entitled to some money back.
Cancellation and amendment
24. Services: In most cases, you can cancel within 14 days. If you agree for the service to start within this time, you will be charged for any work already done.
25. Digital content: You have a 14 day right to change your mind and get a full refund on your digital content. You do not have this right to cancel once a download has started provided you have been told this and have acknowledged this.
26. We can withdraw, cancel or amend a pro forma if it has not been accepted by you, or if the Services have not started, within a period of 90 days from the date of the quotation (unless the quotation has been withdrawn).
27. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
28. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make sure any required changes are made where possible and additional costs will be included in the Fee and invoiced to you.
29. If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change to the Services, or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep such changes to a minimum.
30. We will notify you of the payment of the Fees due:
a) when we have issued your quotation for the Services
b) on the collection/delivery dates set out in the quotation
c) balance due strictly before the collection of products
d) under exceptional circumstances, we may start provision of the Services prior to deposit of the Fees. Individual circumstances apply and each order is considered individually
e) all extra Services ordered after the start of the Services accepted in the quotation will be put in writing to obtain payment
31. You must pay the Fees due within or before the date and time of collection/delivery agreed
Time for payment shall be of the essence of the Contract
32. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time on the amount outstanding until payment is received in full. An administrative fee of up to £100 is applicable in addition to the interest we charge.
33. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
34. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you. We can then issue the invoice with three reminders of the remaining balance due immediately and instructions to collect your order immediately.
35. Receipts for payment will be issued by us only at your request. Invoice for the provision of the Services will be issued after the balance has been cleared.
36. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Subcontracting and assignment
37. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
38. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
39. We can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date of payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject to bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Unwanted orders or changes of mind
40. You must notify us if you no longer want to have the order completed as soon as possible.
You will be invoiced for the services processed and provided until the date and time you informed us of your decision not to proceed with the order. Products ordered as part of the order must be paid for in full and collected.
41. Collection of items from our business premises or premises of a designated third part by you or your business representative must be arranged in advance and we shall aim to get your items ready for collection before you arrive
42. Delivery of ready orders, garments, patterns, fabrics, trims or any other items, products and materials can be arranged by us on request.
43. We can at any time assign, transfer, subcontract or deal in any other manner with a logistics courier that offers delivery services to an address specified by you or your company representative
44. We endeavour to use a logistics courier that offers the speed of services that meets your expectations. However, we are not responsible for delivery delays caused by circumstances beyond our control
45. A tracking number and the name of the logistics company will be provided where possible after the parcel has been sent out to the specified address.
46. It is your responsibility to ensure someone is present at the delivery address to sign for the parcel
We will sign you up for a delivery notifications updates where possible.
47. Delivery fees will be added to the balance due before the ready order can be released unless agreed otherwise in writing
48. We store fabrics, patterns, trims, labels, ready to ship garments and all other items related to your order in-house until they are ready to be collected within the agreed time period. This period may not exceed thirty days after the order has been completed as we have to make room for items from other clients' items, too.
49. We can at any time ask you to collect some of your items if our storage facilities are overloaded and if there is no urgent need for storing your items with us for this period of time.
50. We do not offer storage facilities for fabrics, patterns, trims, labels, ready to ship garments and all other items related to your order if the order is cancelled by you or your company representative when your business is no longer trading, you changed your mind about pursuing your business further or any other cases where you initiated the order cancellation for a reason beyond our control regardless of the stage the order processing is at the time of this notification. (For example, if you decide to put manufacturing on hold until you obtain further funds for business development or simply decide that clothing line business is not your cup of tea).
51. You will be given a date and time to collect the unwanted order within thirty days unless agreed otherwise in writing. Failure to collect may result in your items being disposed of or we may arrange delivery to an address we have on the system that relates to your business or your business representative. You will be invoiced for administrative services and delivery courier fees due on or before the receipt of the fee and service notification.
Health and safety
52. We follow legal requirements for CDM Regulations 2015 and understand all the consequences of failure to comply with the act.
53. We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us email@example.com to find a solution. We will aim to respond with an appropriate solution within five working days. We may involve independent authorities where necessary.
54. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
55. You cannot make a claim where, despite the service being carried out with reasonable care and skill, it does not achieve your desired outcome, unless that outcome has been agreed first.
56. You cannot make a claim where it is you or your business representative, and not us, who is responsible for things going wrong.
57. If against our advice, you ask us to use inappropriate materials or methods or to take shortcuts to save money, to use methods that you think will work, you have no claim to the extent that these materials, methods or shortcuts give a disappointing result.
58. If we agree to do work on this basis, a request for this agreement must be put in writing.
59. You cannot claim for the damage you cause by instructing us to use inappropriate methods; nor can you claim if you simply change your mind about wanting the goods or services, unless the contract allows you to do so through a cooling-off period or right to cancel.
60. You have no rights to claim for faults that appear as a result of fair wear and tear.
Intellectual property and imagery
61. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services.
62. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property right.
63. Some images on this website belong to CRSS Group Limited, others to their respective brands and owners with reference made to images owners where possible. Images are used for illustration and reference purposes only and cannot be deemed as a final product you expect to buy.
64. Images used on this website cannot be reproduced without reasonable reference to us or without written consent of CRSS Group Limited or image owners.
65. We collect your personal data such as contact numbers, email addresses, billing and shipping addresses and other points of contact for communication and order processing purposes.
66. We may use your email address for periodic communication and marketing purposes provided by our Marketing Team.
67. You may unsubscribe from all email communications with us by clicking the 'unsubscribe' button in the email you receive from our Marketing Team.
68. We do not share or sell your designs, ideas and other types of data relating to your business ideas and collections to third parties.
69. All requests for NDA agreements should be placed in writing with the NDA signed by you or your legal representative.
70. Learn more about NDA agreements or download example contracts on the www.gov.uk website.
71. We reserve the right to produce and share imagery and case studies about our Services before/during/after/in action for marketing and communication purposes, for the purpose of advertising our Services to other clients be it online, in person, print, TV or any other types of marketing channels ( including those behind the scenes, during the process, finished products and processes).
72. We endeavour to link to the owner of the product where possible.
Liability and indemnity
73. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
74. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
75. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
76. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
77. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury, losses caused by our negligence, or for any fraudulent misinterpretation, or for any other matters for which it would be unlawful to exclude or limit liability.
78. We will issue a full or partial refund in the original form or payment (or otherwise if agreed in writing) if an item is faulty, not as described or doesn’t do what it’s supposed to do.
79. We will not issue refunds if you:
a) knew a finished item would be faulty when you ordered it
b) damaged an item by trying to repair it (alter it) yourself or getting someone else to do it
c) no longer want an item (eg. because it’s the wrong size you ordered, you no longer want to pursue your fashion business or you are not happy with your design)
d)ordered a personalised/custom-made item(s) with lack of knowledge about the manufacturing process, quality of your raw materials that resulted in the finished item being faulty or not as desired. We will endeavour to inform you of potential effects of some of your decisions and the effects they may have on your finished product prior the start of the Services. However, it is your responsibility to set out finished product specifications in a clear form, in a timely manner, and ensure the raw materials you provide to be used in the provision of the Services are fit for purpose of the finished product.
Circumstances beyond a party's control
80. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
81. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
82. Notices shall be deemed to have been duly given:
a) when delivered if delivered by courier or other messengers (including registered mail, electronic mail) during the normal business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.
83. All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.
84. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop the further exercise of any other right, or remedy.
85. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
86. This Agreement shall be governed by an interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.