Terms & Conditions

Application and Entire Agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Think Posture Limited a company registered in England and Wales under number 16207489 whose registered office is at 78, Loughborough Road, Quorn, Loughborough, England, LE12 8DX and detail the terms from us to the person buying the services.

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 (the Contract) are the entire agreement between us.

3. 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.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. 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.

8. We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

10. 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

11. The fees for the Services are set out in the quotation/agreement and are on a time and materials basis.

12. 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 rate in effect at the time of performance or such other rate as may be agreed between us.

13. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Think Posture (UK) Ltd V.A.T Number: 484902269

Cancellation and Amendment

14. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 28 days from the date of the quotation, (unless the quotation has been withdrawn).

15. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation. Payment is deemed as acceptance.

16. If you want to amend any detail of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you if applicable.

17. 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 in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

18. We will invoice you for payment of the Fees of Service either:


a. When we have completed the services



b. Monthly for work completed in the previous month.

Products and associated costs are invoiced at the point of order or as detailed on the website and unless previously agreed, fees are due at the time of order.

19. You must pay the fees due for services within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

20. 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 to time on the amount outstanding until payment is received in full.

21. 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, to justify withholding payment of any such amount in whole or in part.

22. 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.

23. Receipts for payment will be issued by us only at your request.

24. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and Assignment

25. 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 our obligations to any third party.


26. 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.

Termination

27. 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 pay any amount due under the Contract on the due date for payment; or

c. Are or become or, in our reasonable opinion, are about to become, the subject of a 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 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 and administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

28. We reserve all copyright and other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

29. Our liability under the 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.

30. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

31. 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.

32. 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.



33. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

34. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

35. The parties agree that where such processing of personal data takes place the Customer shall be the ‘data processor’ and the Service Provider shall be the ‘data controller’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

36. For the avoidance of doubt ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

37. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

38. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

39. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
 

40. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website at www.thinkposture.co.uk. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: hello@thinkposture.co.uk.

Circumstances Beyond a Party’s Control

41. 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 actions, 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.

Communications

42. 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).

43. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered 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.

44. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

No Waiver

45. 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 further exercise of any other right, or remedy.

Severance

46. 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 that remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and Jurisdiction

47. This Agreement shall be governed by and 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.

Terms & Conditions for Internet Sales

General

We accept all orders subject only to the terms and conditions which follow, and to the exclusion of all other guarantees, conditions or warranties (including any as to quality and fitness for a particular purpose), whether express or implied by statute or common law or otherwise.

No additions to or variations from our terms and conditions shall have effect unless we accept such variation in writing under the hand of a Company Officer.



Our website, catalogue, price list or other advertising matter shall not form part of any contract between us. We reserve the right to modify designs and specifications without notice.

Prices

We will endeavour to maintain prices quoted, but we reserve the right to increase prices to take into consideration increases in costs incurred between acceptance of and delivery of an order.

All prices quoted are in pounds sterling (£) and are subject to Value Added Tax at the prevailing rate.

Think Posture (UK) Ltd V.A.T Number: 484902269

Terms of Payment

Payment shall be made to us at the time and in the manner stated on our website.
In all cases the prices we display are strictly net.

Ownership of Goods

The title and property in goods supplied by Think Posture Ltd does not pass until full payment has been received by us, however the risk in respect of such goods passes to the purchaser at the moment of delivery, Until title in goods passes the purchaser shall hold the property of Think Posture Ltd in trust, if payment becomes overdue or the customer becomes insolvent, commences winding up procedures, commits an act of bankruptcy or has a Receiver or Administrator appointed, Think Posture Ltd may immediately reclaim the goods, if necessary by entering premises owned or occupied by the purchaser or the customer of the purchaser.

Insurance of Goods

After delivery, it is the responsibility of the customer to insure goods against loss and/or damage.

Deliveries

It is the customer’s responsibility to carefully check that all items have been delivered in the correct quantity and to the required specification. Any errors, omissions or damage to items must be notified to us, by telephone or email, within 24 hours of receipt of your delivery, or by the end of the next working day. This enables us to raise any queries with our couriers and with our despatch department, as well as any third-party suppliers.



Please note that any errors or omissions notified to us after this 24-hour period will not be considered.

Returns and Cancellation Rights:

The Consumer Contracts Regulations 2013
Consumer Rights Act 2015

Under the regulations detailed above you have 14 days from the receipt of goods ordered to return items for a full refund, excluding carriage and installation.

Please retain all original packaging until after you have decided to keep the goods. Items not returned complete, in their original packaging, are not refundable.

If any item that you have ordered does not fully meet your needs then we must be notified, by telephone or email, within 14 days of your receipt of delivery. The cost of returning goods to us is to be at your own expense and we strongly recommend that you use an insured courier service (DPD, DHL, Yodel etc) for this and obtain a receipt of despatch as we will not be responsible for returned items which fail to arrive back with us or which are damaged in transit.

We do not refund the original outward carriage charges or any installation, assembly and usage training charges you have requested.

Returns Procedure

Please see our Deliveries, Returns and Cancellation Policy.

Customised Items

Customised Items include chairs with specific options fitted as specified by you in your order. Such items are individually built by the manufacturer to your requested requirements and are therefore exempt from distance selling regulations and are not returnable / refundable unless faulty or damaged in transit.

If your needs are complex and you need specific adaptations or chair options fitted then we recommend that you contact us before ordering to discuss your requirements.

Software

Software which has been unsealed, downloaded or activated is not returnable and non-refundable.

Guarantees

All chairs are supplied with a 5-year guarantee against fault in manufacture, including structural parts, when used in normal office conditions, unless specifically stated product by product.

24-hour usage chairs carry a two-year guarantee, unless specifically stated product by product.

The guarantee is conditional in that it covers normal use and that misuse has not taken place and that the final decision rests with Think Posture Ltd, their component and fabric suppliers. The guarantee is conditional on the chair being returned to Think Posture Ltd for assessment. 
 

All desks are supplied with a 5-Year guarantee on Frame and internal Components. A 2-Year Guarantee on any and all electrical parts, unless specifically stated product by product.  This warranty is valid from the date the product is delivered to the original purchaser. Failure to apply, use, install or maintain products according to published instructions and guidelines, as well as opening up the product or modifying the product, will void this warranty.  
 

All accessories and desk components not detailed above, unless otherwise stated, come with a 1-year manufacturer’s guarantee.

We reserve the right, at our discretion, to repair, replace or refund faulty items within the guarantee period.

Complaints Procedure

In the unlikely event that you wish to complain about an item or a service that you have received from us then please, in the first instance, contact us on hello@thinkposture.co.uk. If we are unable to resolve a complaint to your satisfaction at that time then please submit a written complaint, explaining your dissatisfaction and the issue, to:
 craig.mcgrath@thinkposture.co.uk.

You will receive a written reply within 14 days of your complaint.

Governing Law

All our transactions are made in England, and shall in all respects be construed and operate under English Law.