1. Interpretation

In these Conditions:
"Agreement" means the agreement for the supply and acquisition of Gifts;
"Thomas Lyte " means Thomas Lyte Ltd of Building 9, Hurlingham Business Park, Sulivan Road, London SW6 3DU;
"Thomas Lyte Brand" means any logo or proprietorial mark owned by either Thomas Lyte Ltd or Thomas Lyte Ltd;
"Thomas Lyte IPRs" means any Intellectual Property Rights developed, created, written or prepared by Thomas Lyte ;
"Client" means the recipient of the Services described in the Letter;
"Client IPRs" means any Intellectual Property Rights owned by the Client, or produced by Thomas Lyte for the Client in connection with this Agreement;
"Conditions" means the standard terms, conditions and warranties ("terms and conditions") of service set out in this document and (unless the context otherwise requires) any Orders under this Agreement;
"Fee" means the charge for the Gifts as set out in the applicable Order Form;
"Gift(s)" means any goods sold by Thomas Lyte under this Agreement;
"Gift-wrapping" means the wrapping of Gifts in Thomas Lyte -branded gift boxes.
"Intellectual Property Rights" includes any copyright, design right, registered design or other rights of a similar nature, any patent or invention, and any trade or service marks;
"Letter" means Thomas Lyte 's letter to which these Conditions are annexed;
"Order(s)" means a confirmed agreement for the supply of specified Gifts.
"Order Confirmation" means the document in which the Client's Gift requirements and the terms of delivery and payment are contained;
"Personalising" means individualising a Client's Gifts by engraving, etching or embossing with a logo and/or copy, or creating unique packaging for the Client.

2. Placing an Order

Upon receiving a gift request, Thomas Lyte will refer to its stock level and delivery schedule, and will, if it is capable of doing so, accept the request, and require an Order Confirmation from the Client. The Client must inspect, and confirm their acceptance to this. The Order will be confirmed when Thomas Lyte receives the Order Confirmation from the client, authorized either electronically or by signature.

3. Altering an Order

(a) 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.

(b) 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, where Gifts have been Personalised and the Client subsequently wishes to alter either the Personalising or the choice of Gift; or where Gifts have been Gift-wrapped and the Client wishes to amend its Order in a way that requires the gifts to be opened, and Gift-wrapped again.

(c) 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, subject to clause 4 below, supply the Client's original Order.

4. Cancelling an Order

(a) In the case of an Order for Gifts that have not been personalised, cancellations are accepted if confirmed in writing within 48 hours of placing the order. The client may also cancel during the seven days following delivery provided that the Gifts are returned in a merchantable condition. The Client will (if applicable) become liable for the costs involved in Gift-wrapping each Gift, and (if applicable) the original cost of delivery of the Order.

(b) In the case of an Order for Personalised Gifts, the Client may cancel its order if confirmed in writing within 48 hours of placing the order provided this is prior to personalising. Following the Personalising of Gifts, however, the Client may not cancel its Order. Once the Client has signed off the artwork and/or copy (either in writing, electronically or verbally) , Thomas Lyte is not responsible for informing the Client when Personalising will take place.

(c) Notwithstanding the above, in the case of any Order or part of an Order for Gifts not in stock, which are ordered by Thomas Lyte specifically for the Client, the Client may not cancel the Order once the Gifts have been ordered by Thomas Lyte .

5. Fees

(a) The Client shall pay Thomas Lyte for the Fee of the Gifts, which shall comprise the cost of the Gifts and any Personalising.

(b) In addition the Client shall pay for delivery, which shall be charged at cost plus a mark-up to cover administrative expenditure.

(c) Gift-wrapping will be provided free of charge, except where the Client commissions customised packaging for its Gifts (in which case Gift-wrapping shall be considered to be Personalising), or where the client returns Gifts.

(d) If the Client asks Thomas Lyte to purchase goods or commission services from a third party where the cost is likely to be substantial, Thomas Lyte will be entitled to require that all or some of that third party expense is paid in advance by the Client before confirming the purchase or commission.

6. Invoices

(a) The Fees, all Expenses and all other sums payable under this Agreement are exclusive of value added tax (VAT) or other applicable sales tax which shall be payable at the prevailing rate.

(b) 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 as set out by the Financial Times on the day the invoice is sent.

(c) For web orders unless stated differently, payment for the Fee and delivery will be taken at the point of Order Confirmation. Invoices / receipts will be issued once the Gifts have been dispatched.

(d) For others orders you can pay us by company cheque, BACS, or credit/debit card (Visa, Mastercard, and American Express). Unfortunately, we must ask that payments under £150.00 are settled by credit/debit card only. Our settlement terms for invoiced items are 30 days from the date of the invoice . A full set of our terms and conditions are available on request.

(e) Without prejudice to Thomas Lyte 's other rights and remedies, interest at the rate of 6% (six per cent) per annum above the base rate of National Westminster Bank plc from time to time may be charged on any overdue amount from the due date until the date payment is received.

(f) Ownership of Gifts shall remain with Thomas Lyte until the Fee in respect of those Gifts has been paid.

7. Term

This Agreement shall continue until terminated in accordance with the provisions of clause 13.

8. The Client's Obligations

(a) The Client will provide at its own expense information that Thomas Lyte shall reasonably require to provide the Services.

(b) The Client shall be responsible for signing-off any artwork and/or copy prior to the Personalising of Gifts.

(c) The Client will indemnify Thomas Lyte against all damages, losses, expenses or liability (including reasonable legal fees and costs) incurred by Thomas Lyte as a result of, or in connection with, the correct use of any copy or logos supplied by the Client or its agents.

9. Thomas Lyte 's obligations

(a) Thomas Lyte will use its best endeavours to complete the Client's Order on time.

(b) Once the Order is confirmed, Thomas Lyte will obtain the Client's written approval prior to to Personalising any Gifts either in writing, electronically or verbally.

(c) 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 Gifts owing to depleted stock levels, it will offer the Client the choice of choosing alternative Gifts of equal value, or cancelling the Order.

(d) If Thomas Lyte supplies incorrect Gifts to the Client, it will, subject to stock levels, rectify the mistake at no extra charge to the Client.

10. Client and third-party errors

Thomas Lyte cannot be held responsible for:

(a) Errors caused by false or ambiguous information supplied by the Client;

(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 Gifts.

11. Copyright and Other Intellectual Property Rights

(a) Ownership of all Client IPRs shall remain solely with the Client at all times. Upon placing an Order the Client grants to Thomas Lyte a non-exclusive, worldwide, royalty-free licence to use the Client IPRs for the purpose of supplying Gifts.

(b) Thomas Lyte will use its best endeavours to protect Client IPRs at all times. It shall not disseminate them to any third parties, save where necessary for the completion of a Client's Order.

(c) The Client grants to Thomas Lyte a revocable, non-exclusive, worldwide, royalty-free licence to use Client IPRs for use in its sales and marketing materials.

(d) The Client will not own any Intellectual Property Rights developed, written or prepared by a third party and licensed to Thomas Lyte .

(e) The Client will not acquire any ownership or licence over the Thomas Lyte Brand, or any Thomas Lyte IPRs. It may not repackage the Gifts, alter them in any way other than with Thomas Lyte 's written approval, or use the Thomas Lyte Brand in any context without Thomas Lyte 's written approval.

12. Liability

(a) For any claim under this Agreement, Thomas Lyte 's maximum liability shall be limited to the actual cost of the Gifts for which the claim is made.

(b) In no circumstances shall Thomas Lyte be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any loss of profit, business, contracts, revenues or anticipated savings; or for any special, indirect, incidental or consequential damage of any nature whatsoever.

13. Termination

(a) Notice of termination of this Agreement may be given by either party at any time. Upon either party providing notice, Thomas Lyte will, subject to Clause 4, complete any Orders then in existence, following which this Agreement will terminate.

(b) On termination for whatever reason, the Client will be responsible for all Fees incurred up to the date when termination takes effect.

(c) 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:

(i) have 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

(ii) materially breach any provision of this Agreement and fail to remedy such breach within 30 days after receipt of notice detailing the breach.

14. 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) days after posting if sent by ordinary first class post.

15. Failures, Delay

Notwithstanding clause 10, neither party will be liable for its failure or delay in performance of its obligations under this Agreement due to any circumstances beyond its reasonable control (including, without limitation, any form of industrial action).

16. Assignment

Save as provided herein, this Agreement cannot be assigned by either party without the prior written agreement of the other party.

17. 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.

18. Offer of Employment

Each party hereby agrees not to induce any employee of the other to leave the other's employment or contract for services of any kind to such persons at any time during the period of this Agreement or within 12 (twelve) months after its termination howsoever arising. Should either party recruit a member of staff from the other party, the recruiting party shall pay to the other party the cost of recruiting a replacement of the same level.

19. Severability

If any provision of this Agreement is declared by any judicial or other competent authority to be unenforceable the remaining provisions of this Agreement shall remain in full force and effect.

20. Entire Agreement

(a) These Conditions together with the Letter and any Orders constitute the entire Agreement between Thomas Lyte and the Client with respect to the Services 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 the terms of this Agreement and the terms of a Order Form, the terms of the Order Form 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.

(b) Thomas Lyte shall, if requested 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. Any terms and conditions contained in any purchase order are specifically excluded from this Agreement.

21. 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.

22. Authority

The Client warrants that the person signing this Agreement on its behalf is duly authorised to do so.

23. Privacy and Security Statement

We do not lease, sell or trade any private or corporate lists of our customers. Personal and company details are collected solely for the use of providing our Gifts and we work in full accordance with data protection legislation.

Card payments through the Thomas Lyte site are made through our secure server. Encryption technology is used which converts your data into code so it cannot be read except by the secure server. Authentication ensures that data is sent to the correct secure server and data integrity ensures it is sent accurately.