1.1 These Terms are the terms and conditions on which we supply Products to you, whether these are goods and/or services.
1.2 Please read these Terms carefully before you submit your order to us. These Terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem with your order and other important information.
1.3 These Terms shall apply whether you are purchasing from us as a Consumer or a Business Customer (as defined below). If you are purchasing from us as a Consumer, you will have certain different rights under these terms than our Business Customers. Where certain provisions apply only to a Consumer or a Business Customer, we have made this clear.
2.1 In these terms and conditions, we may use the following terminology which will have the following meaning:
(a) “we”, “us”, “our” means ONE VISION IMAGING Limited
(b) “you”, “your” means the consumer or business customer purchasing products from ONE VISION IMAGING Limited
(c) “Consumer” means anyone purchasing Products from us who is:
(i) an individual; and
(ii) is purchasing the Products from us wholly or mainly for personal use (not for use in connection with their trade, business, craft or profession).
(d) “Business Customer” means anyone purchasing Products from us who is not a Consumer.
(e) “Product” or “Products” means the goods and/or services that you purchase from us as described on our Website.
(f) “Contract” means the contract entered by us with you for the provision of Products in accordance with these terms, as described in clause 4.1.
(g) “Customer Images” means the photographic images you upload to our Website for us to use in completing your order for Products.
(h) “Terms” means these terms and conditions.
(i) “Website” means www.onevisionimaging.com
CLAUSES 2.2 AND 2.3 APPLY TO BUSINESS CUSTOMERS ONLY
2.2 These Terms apply to the Contract to the exclusion of any other terms and conditions that you may seek to impose or incorporate, or which are implied by law, trade customer, practice or course of dealing.
2.3 These Terms constitute the entire agreement between us in relation to our Contract and/or your purchase of our Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or the Contract.
3.1 We are ONE VISION IMAGING Limited a company registered in England and Wales. Our company registration number is 01832011 and our registered office is at Unit 1c Meteor Business Park, Mansfield Road, Derby DE21 4ST. Our registered VAT number is GB411241905.
3.2 You can contact us by telephoning our customer service team at 024 7644 0404 or by writing to us by post at Herald Way Binley Industrial Estate Coventry CV3 2NY or by email at firstname.lastname@example.org You can also visit our website at www.onevisionimaging.com and fill out our webform on the “Contact Us” page.
3.3 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
3.4 When we use the words "writing" or "written" in these Terms, this includes email.
4.1 By placing an order through our Website, you are making an offer to purchase our Products in accordance with these Terms. Our acceptance of your order will take place when we email you to accept it, at which point a Contract will come into existence between you and us.
4.2 When we accept your order, we will assign an order number to it. We will tell you what your order number is in our acceptance email. It will help us if you can tell us your order number whenever you contact us about your order.
4.3 If we are unable to accept your order, we will inform you of this and will not charge you for the Products. There are various reasons why we might be unable to accept your order, including because the Product you ordered is out of stock, there are unexpected limits on our resources which we could not reasonably plan for, we have identified an error in the price or description of the Product you ordered or because we are unable to meet a delivery deadline you have specified. However, we are free at our sole discretion to accept or reject any order that you place through our website.
5.1 The images and specifications of our Products on our Website are for illustrative purposes only and shall not form part of the Contract or have any contractual effect. Although we have made reasonable efforts to display the Products on our Website accurately, there are a number of factors which can affect our Products, including the quality of the Customer Images you upload to our Website.
5.2 You are responsible for ensuring that the Customer Images you upload to our Website are accurate, unambiguous, clearly legible, complete and do not infringe the intellectual property rights of any third party. It is also your responsibility to ensure that you have the right to upload the Customer Images for us to use in the Products.
5.3 You shall ensure that the Customer Images you upload to our Website do not infringe any applicable laws, regulations or third party rights including, but not limited to, any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights (Inappropriate Content).
5.4 We shall have the right at our absolute discretion to refuse to provide any Products we perceive to include Inappropriate Content and shall be entitled to cancel the Contract, in which case clause 12.2 shall apply.
5.5 We cannot guarantee that:
(a) our Products will be an exact colour match to the Customer Images. We will reasonably endeavour to achieve the closest possible colour match within the limitations of the materials and processes we use to produce our Products and the quality of the Customer Images you upload. Where accurate colour matching is important to you, we would ask that you provide sample materials for us to use to achieve the best possible match we can;
(b) your Product will be an exact match to the dimensions specified on our Website as the sizes quoted on our website are estimates only. Where the size of Products is important to you, we would ask that you make us aware of this at the time of placing your order and we will use reasonable endeavours to comply with such requests. You are responsible for ensuring that any size measurements you request are accurate and suitable for your requirements.
CLAUSE 5.6 APPLIES TO BUSINESS CUSTOMERS ONLY
5.6 You will indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Customer Images and/or any other bespoke specifications you request in your order.
6.1 If you wish to make a change to any Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
7.1 We may make changes to any Products you order:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Product.
7.2 In addition, as we informed you in the description of the Product on our website, we may make the following changes to these terms or the Product, but if we do so we will notify you and you may then contact us to end the Contract before the changes take effect if the changes will have a material impact on your use of the Products and receive a refund for any Products paid for but not received:
(a) we make a change to the materials we use to create our Products;
(b) we have to find replacement materials because the materials we normally use are out of stock or discontinued; or
(c) a manufacturer changes the specifications of the materials it provides to us.
8.1 The costs for delivery of our Products will be as displayed on our Website. We will contact you within a reasonable period of time after placing your order to give you an estimated time for delivery, although any delivery dates given are estimates only and (subject to clause 8.4) time is not of the essence for delivery of Products.
8.2 If no one is available at your address to take delivery of the Products and the Products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the Products from a local depot.
8.3 If after a failed delivery to you, you do not re-arrange delivery or collect the Products from a delivery depot in accordance with clause 8.2, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we may end the contract and clause 12.2 will apply.
CLAUSE 8.4 APPLIES TO CONSUMERS ONLY
8.4 If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any Products you have paid for but not received.
8.5 Where a Product consists of goods, it will be your responsibility from the time we deliver the Product to the address you gave us or you (or a carrier organised by you) collect it from us.
8.6 You will own a Product which is goods once we have received payment in full.
8.7 We may need certain information from you so that we can supply the Products to you. If so, this will have been stated in the description of the Products on our Website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract (and clause 12.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
8.8 We may have to suspend the supply of a Product to:
(a) deal with technical problems or make minor technical changes;
(b) update the Product to reflect changes in relevant laws and regulatory requirements; or
(c) make changes to the Product as requested by you or notified by us to you (see clause 7).
8.9 We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. You may contact us to end the Contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 90 days and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Contract.
8.10 If you do not pay us for the Products when you are supposed to (see clause 9.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the relevant unpaid invoice (see clause 9.6). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 9.5).
9.1 The price of our Products (which includes VAT) will be the price indicated on the order pages on our Website when you place your order. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see clause 9.3 for what happens if we discover an error in the price of the Product you order.
9.2 If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
9.3 It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
9.4 You must pay for a Product at the point on which you place the order on our Website, unless otherwise agreed with us in writing.
9.5 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
9.6 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
CLAUSE 9.7 APPLIES TO BUSINESS CUSTOMERS ONLY
9.7 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.1 You may end the Contract with immediate effect if:
(a) we have told you about an upcoming change to the Product or these terms which you do not agree to (see clause 7.2);
(b) we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 90 days; or
(e) you have a legal right to end the Contract because of something we have done wrong, including (in certain circumstances) if the Products are faulty (see clause 14).
CLAUSES 10.3 TO 10.5 APPLY TO CONSUMERS ONLY
10.2 For most Products bought online, you have a legal right to change your mind within 14 days of placing the order and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.
10.3 How long you have to change your mind depends on what you have ordered and how it is delivered:
(a) If you have ordered services, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
(b) If you have ordered goods, you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receive the last delivery; or
(ii) your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
10.4 Your right as a Consumer to change your mind does not apply in respect of:
(a) certain Products which are personalised to your specific order and cannot be resold by us e.g. Products containing your personal photographs, a logo personal to you or your business or your name, made to measure products;
(b) services, once these have been completed, even if the cancellation period is still running; and
(c) any Products which become mixed inseparably with other items after their delivery.
Please note that the vast majority of the Products sold on our Website are personalised, made to measure and/or mixed inseparably with other items (e.g. made to measure picture mounts with your personalised pictures attached to them), meaning this clause 10.4 will apply and you will not have a right to change your mind.
11.1 If you believe you have a right to end your Contract with us and wish to do so, please let us know by doing one of the following:
(a) Call customer services on 024 7644 0404; or
(b) email us at email@example.com Please provide your name, home address, details of the order and, where available, your phone number and email address.
11.2 If you end your Contract for any reason after Products have been dispatched to you or you have received them (in the case that the Product are, or partially consist of, goods), you must return them to us by post them back to us at ONE VISION IMAGING Limited, Herald Way, Binley Industrial Estate, Coventry, CV3 2NY or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 024 7644 0404 or email us at firstname.lastname@example.org for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must send off the Products within 14 days of telling us you wish to end the Contract.
11.3 We will pay the costs of return:
(a) if the Products are faulty or misdescribed; or
(b) if you are ending the Contract because we have told you of an upcoming change to the Product or these Terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong. In all other circumstances (including where you are a Consumer exercising your right to change your mind) you must pay the costs of return.
11.4 If you are responsible for the costs of return and we are collecting the Product from you, we will charge you the direct cost to us of collection.
11.5 If you are entitled to a refund under these Terms, we will refund you the price you paid for the Products, by the method you used for payment. However, we may make deductions from the price, as described below.
CLAUSE 11.6 APPLIES TO CONSUMERS ONLY
11.6 If you are a Consumer exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) Where the Product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
11.7 We will make any refunds due to you as soon as possible after receiving your confirmation to end the Contract.
CLAUSE 11.8 APPLIES TO CONSUMERS ONLY
11.8 If you are a Consumer exercising your right to change your mind then:
(a) If the Products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 11.2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
12.1 We may end our Contract with you at any time by writing to you if:
(a) the Customer Images you upload to our Website contain any Inappropriate Content;
(b) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(c) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products;
(d) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us; or
(e) you do not, within a reasonable time, allow us access to your premises to supply the services.
12.2 If we end the contract in the situations set out in clause 12.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you a reasonable sum as compensation for the net costs we will incur as a result of your breaking the Contract.
12.3 We may write to you to let you know that we are going to stop providing a specific Product. We will let you know at least 30 days in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
13.1 If you have any questions or complaints about a Product, please contact us. You can telephone our customer service team at on 024 7644 0404 or write to us at email@example.com or by post to ONE VISION&bsp;IMAGING LTD, Herald Way Binley Industrial Estate Coventry CV3 2NY.
CLAUSES 14.1 AND 14.2 APPLY TO CONSUMERS ONLY
14.1 If you are a Consumer, we are under a legal duty to supply Products that are in conformity with your Contract. A summary of your legal rights is set out below. These are subject to certain exceptions. Nothing in these terms will affect your legal rights. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
(a) If your Product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Product, your legal rights entitle you to the following:
(i) up to 30 days: if your goods are faulty, then you can get an immediate refund.
(ii) up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
(iii) up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
(b) If your Product is services, the Consumer Rights Act 2015 says:
(i) you can ask us to repeat or fix a service if it is not carried out with reasonable care and skill, or get some money back if we can't fix it.
(ii) if you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
(iii) if you haven't agreed a time beforehand, it must be carried out within a reasonable time.
14.2 If you wish to exercise your legal rights to reject Products you must either return them by posting them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 024 7644 0404 or email us at firstname.lastname@example.org for a return label or to arrange collection.
CLAUSES 14.3 TO 14.7 APPLY TO BUSINESS CUSTOMER ONLY
14.3 If you are a Business Customer we warrant that on delivery, any Products which are goods shall:
(a) conform in all material respects with their description and any relevant specification; and
(b) be free from material defects in design, material and workmanship.
14.4 Subject to clause 14.5, if:
(a) you give us notice in writing within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 14.3;
(b) we are given a reasonable opportunity of examining such Product; and
(c) you return such Product to us at our cost,
we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.
14.5 We will not be liable for a Product's failure to comply with the warranty in clause 14.3 if:
(a) you make any further use of such product after giving a notice in accordance with clause 14.4(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair the Product without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
14.6 Except as provided in this clause 14, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 14.3.
14.7 These terms shall apply to any repaired or replacement products supplied by us under clause 14.4.
15.1 We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of our Website for any reason. We shall not be liable to you under any circumstances for any losses you incur as a result of our Website or any part of it being unavailable.
15.2 It is your responsibility to ensure that you have back-up copies of any Customer Materials you upload to our website and we shall not be liable to you for any loss of, damage to or corruption of any Customer Materials.
15.3 We do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software. You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
CLAUSES 15.4 TO 15.6 APPLY TO CONSUMERS ONLY
15.4 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
15.5 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of your legal rights in relation to the Products as summarised at clause 14.1; and
(d) defective products under the Consumer Protection Act 1987.
15.6 We only supply the Products for to you for domestic and private use. If you use the Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clauses 15.7 to 15.9.
CLAUSES 15.7 TO 15.9 APPLY TO BUSINESS CUSTOMER ONLY
15.7 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any other matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.8 Except to the extent expressly stated in clause 14.3 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 are excluded.
15.9 Subject to clause 15.7:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100%) of the total sums paid by you for Products and Services under such Contract.
17.1 We may transfer our rights and obligations under these Terms or a Contract to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
17.2 You may only transfer your rights or your obligations under these Terms or a Contract to another person if we agree to this in writing.
17.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.
17.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking our Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the products, we can still require you to make the payment at a later date.
CLAUSES 17.6 AND 17.7 APPLY TO CONSUMERS ONLY
17.6 These terms are governed by English law and you can bring legal proceedings in respect of the Products or the Contract in the English courts. if you live in Scotland you can bring legal proceedings in respect of the Products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.
17.7 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. Please contact us for details of the ADR provider we use. You will not be charged for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
CLAUSE 17.8 APPLIES TO BUSINESS CUSTOMERS ONLY