1 Who We Are
Sourceful Ltd (company no. 11260656) (“Sourceful") is a company registered in England and Wales and our registered office is at Colony, 5 Piccadilly Place, Manchester, England, M1 3BR.
We operate the website https://www.sourceful.com/ (“Website").
Sourceful is an all-in-one platform for sustainable Sourcing. Our mission is to make global supply-chain sustainability more rigorous, transparent and achievable for every business. These Terms and Conditions apply to customers who are purchasing goods from Sourceful for trade, business or professional purposes for non-private use. To the extent that you are purchasing goods as a consumer (as defined in applicable UK legislation), your statutory rights will apply to your purchase(s).
“Account" refers to the account to be set up by a Customer by submitting relevant information and agreeing to be bound by these Customer Terms and Conditions in order to access the digital services provided by Sourceful to the Customer, and to place Orders with Sourceful.
“Commissioned Designs" means designs for Goods commissioned to be produced by Sourceful by the Customer, and for the Customer pays Sourceful for the relevant design services.
“Contract of Sale" refers to a legally binding contract for the purchase of Goods by a Customer (the buyer) from Sourceful (the seller), subject to these Terms and Conditions.
“Customer” or “you" means the business entity accessing and purchasing Goods on the Website.
“Defects" means Minor Defects, and Major Defects.
“Goods" refer to goods advertised on the Website and which are supplied by Sourceful to the Customer pursuant to an Order.
“Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Major Defects" means defects which lead to products that are either harmful to the end Customer, do not comply with regulations, do not physically function as required or have a significant visual deviation vs. the brief.
“Minor Defects” means defects which lead to products that are still functional, however there is some departure from the Specifications.
“Order" means an order placed by the Customer for the provision of Goods by Sourceful.
“Party” refers to either Sourceful or the Customer, each a Party and together the “Parties”
“Sourceful Artwork Guidelines” refers to guidelines provided by Sourceful on Sourceful.com which the Customer must follow when uploading designs/graphics to Sourceful.com to ensure that the design/graphic is compatible with the product.
“Sourceful Studio" means Sourceful’s web-based design studio available on Sourceful.com which allows Customers to customise Goods and proof designs.
“Specification" means the specifications for the relevant Goods as specified on the Website.
“Supplier" means the third party supplier of the Goods as engaged by Sourceful from time to time.
“Warranty Period” means the warranty period of 14 days from the date of delivery
“Working Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
3 Account and Digital Services
3.1 Sourceful provides free services electronically to Customers in the form of Website features, including Account, Sourceful Studio, Contact form.
3.2 Customers hereby acknowledge that they are acting as businesses and not as consumer. If you are a consumer and wish to purchase any Goods from Sourceful, please contact us at email@example.com.
3.3 Customers must comply with all applicable international, federal, state and local laws when using the Website.
3.4 For Customers to create an Account and become registered, Customers must complete the registration process available on the Website.
3.5 The information provided by the Customer when registering for an Account must be true, accurate and complete. The Customer must further ensure that Account details are kept up to date when using the Website.
3.6 The registered Account is not transferable. The Account password must be protected and may not be shared with any third parties. Customers are responsible for ensuring that their Account is only used by authorised representatives. If you believe your Account has been compromised, or an unauthorised person has access to your password you need to contact us immediately at firstname.lastname@example.org.
4.1 Orders may only be placed by Customers who have registered an Account. Customers must follow the onscreen prompts to place an Order. Each Order is an offer by the Customer to buy the Goods specified in the Order, subject to these Terms and Conditions.
4.2 The Customer is required to check their Order before confirming it. The Customer is responsible for ensuring that its Order is complete and accurate.
4.3 Sourceful reserves the right to refuse any changes to the Order after an Order is placed.
4.4 Upon receipt of an Order, Sourceful will send an email acknowledging that it has received the Order along with payment instruction for the sum specified in the Order. This does not mean that the Order has been accepted.
4.5 Sourceful will confirm its acceptance of the Order by email where it is satisfied that:
a) the Customer has complied with its obligations under these Terms in relation to the Order;
b) that Sourceful is able to fulfil the Order; and
c) once payment for the relevant Goods has been received by Sourceful;
at which point the Contract of Sale will come into existence.
4.6 If Sourceful are unable to supply the Order for Goods for any reason, it will inform the Customer of this by email and Sourceful will not process the Order. If the Customer has already paid for the Goods, Sourceful will refund the Customer the full amount.
5.1 The Customer is responsible for providing the design/graphic, logo and branding of the Goods provided such designs are within the Sourceful Artwork Guidelines (“Customer Designs"). Designs that do not conform to the Sourceful Artwork Guidelines may be rejected and the Customer will be required to alter the design/graphics of the Goods in order to comply with the Sourceful Artwork Guidelines. Sourceful is not responsible for any errors in the designs.
5.2 The images of Goods on the Website are for illustrative purposes only. Although Sourceful will endeavour to present the Goods as accurately as possible on the Website, including 3D models on Sourceful Studio, Sourceful cannot guarantee zero variations and discrepancies in the delivered Goods, including variation from the colour displayed on the Customer’s monitor.
5.3 Sourceful reserves the right to change the Specification of any Goods without prior notice to Customers.
5.4 Sourceful warrants that the Goods comply with the laws, regulations or standards within the UK. If you choose to purchase Goods from Sourceful for use outside the United Kingdom, you acknowledge that Sourceful does not warrant that the Goods will comply with local laws, regulations or standards applicable in such locations.
5.5 Sourceful provides a warranty that on delivery and for the duration of the Warranty Period, the Goods shall:
a) subject to clause 5.2, conform in all material respects with their description;
b) be free from material defects in design, material and workmanship; and
c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
6 Price and Payment
6.1 The prices of Goods will be quoted on the Website at the time the Customer submits its Order. Sourceful take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system.
6.2 The prices for Goods specified on the Website include all costs to the Customer for the Contract of Sale, unless indicated otherwise by Sourceful. The Customer is required to pay Sourceful the full amount for the Goods and any other costs included in the relevant Order in accordance with clause 6.6 below.
6.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of the Order and the date of delivery, the Customer will be required to pay the full amount of VAT due as at the time the Contract of Sale comes into force. VAT will be added to the final value of the Order amount at checkout.
6.4 The final Order amount is shown to the Customer in the summary at checkout before the Order is placed.
6.5 The Customer will make the payment via bank transfer to the details specified on the Order acknowledgement email from Sourceful.
6.6 The Customer is required to send the payment within 48 hours of placing the Order, after which the Order will be deemed withdrawn and the Customer will need to submit a new Order if it wishes to purchase the relevant Goods.
6.7 The Customer confirms that all data provided to Sourceful is correct, including the details for the Order and its delivery.
6.8 Sourceful will send an invoice to the Customer when confirming acceptance of the Order in the form of a pdf file to the Customer’s Account e-mail, as well as the invoice e-mail address provided in the Order.
6.9 Customers placing Orders with delivery of Goods outside the United Kingdom are responsible for all taxes and fees applicable in the territory to which the Goods are delivered.
7.1 The Customer will be provided with expected date of delivery when Sourceful confirms receipt of the Order, and an updated expected date of delivery after the Order is accepted in accordance with clause 4.5. Delays in payment for the Order or submission of Artwork conforming to Sourceful Artwork Guidelines could lead to delayed delivery date.
7.2 Sourceful will inform the Customer about any possible changes in the date of delivery by email.
7.3 Changes in delivery date of the Goods caused by reasons beyond Sourceful’s control will not be considered incorrect execution of the Contract of the Sale and will not be used in claims against Sourceful.
7.4 Delivery is completed once the Goods have been unloaded at the address for delivery set out in the Order.
7.5 Upon delivery of Goods, the Customer is required to inspect the state of the packaging of the Goods and confirm the contents are consistent with the Order, including the quantity and quality of the Goods. Where required to do so, the Customer should sign the delivery receipt with Sourceful’s delivery agent to confirm the Goods are consistent with the Order or otherwise as relevant.
7.6 Sourceful reserves the right to deliver the Goods in separate shipments.
7.7 If the Customer fails to take delivery of the Goods on the day of delivery the Customer will be liable to pay Sourceful any incremental delivery costs and storage costs of the undelivered Goods at the rate of £1.50 per day per cubic metre, at Sourceful’s discretion.
7.8 If Sourceful fails to deliver the Goods, its sole and exclusive liability is to provide a refund for the undelivered Goods. However, Sourceful will not be liable to the extent that any failure to deliver was caused by an Event Outside Sourceful's Control, or because the Customer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
7.9 The Customer is responsible for informing Sourceful when placing the Order about conditions which may affect the requirements and costs of the delivery, including non-standard delivery times and unloading capability. In case the delivery cannot be received, or there are incremental costs associated with delivery due to inaccurate or lack of information from the Customer when placing the Order, the Customer is obliged to pay Sourceful the incremental costs, including those noted in 7.6 on receipt of an invoice from Sourceful for such sums.
7.10 The Customer accepts that the quantity of Goods delivered may vary from the quantity specified in the Order by +10% to -5% , and that such variations in quantity do not constitute an incorrect performance by Sourceful of the Contract of Sale. In the event that the quantity delivered is less than the quantity specified in the Order and the Customer notifies Sourceful in accordance with clause 8.1, Sourceful, at its sole discretion may either:
a) Refund the amount due for undelivered Goods or
b) Deliver the missing quantity within the original production and delivery time quoted.
7.11 The Customer will own the Goods once Sourceful have received payment in full, including all applicable delivery charges.
8 Returns and Refunds
8.1 The Customer may, subject always to clauses 8.3 and 8.8, reject any Goods delivered to it that do not comply with clause 5.5, provided that:
a) notice of rejection is given to Sourceful using the procedure set out at clause 8.9:
i. in the case of a shortage or defect that is apparent on normal visual inspection, on the same day as delivery;
ii. in the case of a latent defect, within 14 days of delivery; and
b) none of the events listed in clause 8.3 apply.
8.2 If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted the Goods.
8.3 Sourceful shall not be liable for a Goods' failure to comply with the warranty set out at clause 5.5 in any of the following events:
a) the Customer makes any further use of the Goods after giving notice in accordance with clause 8.1;
b) the defect arises because the Customer failed to follow Sourceful's oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
c) the defect arises as a result of Sourceful following any drawing, design or specification supplied by the Customer;
d) the Customer alters or repairs those Goods without the written consent of Sourceful;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
f) the Goods differ from the Specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.
8.4 Subject to clauses 8.3 and 8.8, if:
a) the Customer gives notice in accordance with clause 8.1; and
b) Sourceful is given a reasonable opportunity to examine the Goods.
Sourceful may ask the Customer to return the Goods to them or else to a place stipulated by Sourceful at Sourceful's cost; and Sourceful will, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
8.5 Sourceful will only be liable to the Customer for the Goods' failure to comply with the warranty set out in clause 5.5 to the extent set out in this clause 8 and subject always to clause 12.
8.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract of Sale.
8.7 This clause also applies to any repaired or replacement Goods supplied by Sourceful.
8.8 The Customer acknowledges and agrees that up to 4% of the Goods may have Minor Defects ("Threshold") and Sourceful accepts no liability or responsibility whatsoever for any Minor Defects within that Threshold. Sourceful is liable to the Customers if the quantity of Goods with minor defects exceeds the above threshold, or there are any Major Defects.
8.9 Complaints from the Customer must be submitted electronically via email to email@example.com and must contain:
a) Order Number
b) Complaint Reason
c) Number of Defective Goods
d) Photos or Videos of the Defective Goods
8.10 Sourceful reserves the right to request the return of the delivered Goods and additional information to investigate the complaint. The Customer is obliged to release the defective Goods noted in the complaint and protect the Goods before their release to the courier. Sourceful will cover the delivery cost of these returns provided Sourceful has requested the return and the Customer has followed all Terms and Conditions.
8.11 In the event Sourceful confirms that the Goods are defective and exceed the relevant Threshold, Sourceful will either:
a) provide a refund on the defected quantity or
b) deliver a replacement of the defective quantity within the original production and delivery time quoted.
8.12 Sourceful will endeavour to review and reply to Customer complaints within 5 Working Days of receipt.
8.13 Except as specifically set out in these Terms and Conditions, the Customer does not have the right to withdraw from the Contract of Sale or to return the Goods.
9 Limitation of Liabilities
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract of Sale including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in these Terms and Conditions limits or excludes either party's liability for:
a) death or personal injury caused by negligence;
b) fraud of fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) any other liability that cannot be limited or excluded by law.
9.3 Subject to clause 9.2, Sourceful will under no circumstances be liable to you for:
a) Any indirect, special or consequential loss, damage, costs, or expenses; and/or
b) Any loss of profits, sale, business or revenue, loss of anticipated profits or savings; loss of business opportunity; loss or corruption of data, information or software; loss of reputation or goodwill; business interruption.
9.4 Subject to clauses 9.2, Sourceful's total liability to you for all losses arising under or in connection with the Contract of Sale will in no circumstances exceed the total amount of the relevant Order.
9.5 Except as expressly stated in these Terms and Condition, Sourceful does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into the Contract of Sale by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, Sourceful will not be responsible for ensuring that the Goods are suitable for the Customer's purpose.
10 Intellectual Property
10.1 The Intellectual Property Rights in the Customer Designs shall remain with the Customer and the Intellectual Property Rights in the Commissioned Designs shall vest in the Customer on their creation.
10.2 The Customer acknowledges and agrees that any and all Intellectual Property Rights in the designs for the Goods, including without limitation all Goods created using Sourceful Studio or Sourceful’s other design resources, but not including the Customer Designs or Commissioned Designs (“Sourceful Designs") belong to and shall vest exclusively in Sourceful.
10.3 The Customer hereby grants to Sourceful a non-exclusive, royalty-free, perpetual, worldwide right to the Commissioned Designs.
10.4 The Website and the Sourceful Studio are owned and managed by Sourceful, and as between Sourceful and the Customer, Sourceful owns all rights in and to the Website and the Sourceful Studio. This Website content includes text, graphics, audio, logos, trademarks, and other information, of which all rights are reserved. Changes made to this content by a third party are a breach of Sourceful’s Intellectual Property Rights.
10.5 The Website and its contents, and the Sourceful Studio can only be used in a manner permitted by these Terms and Conditions, unless prior written consent is obtained from Sourceful or a third party who owns the trademark or copyright of contents.
10.6 The Customer agrees not to violate the Intellectual Property Rights of others in any way when using the Website and warrants that the use by Sourceful of the Customer Designs and Commissioned Designs will not infringe the Intellectual Property Rights of any third party. Sourceful reserves the right to immediately delete the Account of any Customer who violates the Intellectual Property Rights of Sourceful or any third party.
10.7 The Customer hereby grants to Sourceful a non-exclusive, royalty-free worldwide right to use the Customer Designs for the purposes of having the Goods manufactured by the relevant Supplier and supplied to the Customer in accordance with the relevant Contract of Sale. The Customer hereby indemnifies and agrees to keep Sourceful indemnified at all times against all costs, damages or expenses incurred by Sourceful arising under or in connection with any claim that the use by Sourceful or its Suppliers of the Customer Designs infringe the rights, including without limitation the Intellectual Property Rights, of any third party.
10.8 The Customer hereby agrees to permit Sourceful’s use of features and trademarks identifying the Customer as a customer of Sourceful, in promotional materials including on the website, and other social media and printed materials.
10.9 Sourceful only supplies the Goods for the Customer's internal business purposes, and the Customer agrees not the use the Goods for any resale purpose.
10.10 The Customer shall not be entitled to use Sourceful Studio or the Website for any purposes other than placing Orders for Goods in accordance with these Terms and Conditions. The Customer is strictly prohibited from linking to the Website or seeking to link to the services provided by Sourceful or accessing the Sourceful Studio for any commercial purpose other than the placement of Orders for Goods.
11.1 You acknowledge that Sourceful uses commercial best efforts to find Suppliers with appropriate skills and resources to be able to produce and supply Goods to you. As such, you warrant and undertake to Sourceful that you will not for eighteen (18) months after your last purchase of Goods from Sourceful, without the express prior written approval of Sourceful, directly or indirectly:
a) circumvent or attempt to circumvent Sourceful, these Terms and Conditions, or in any way procure the Goods or any substitute Goods from any Supplier;
b) circumvent or attempt to circumvent Sourceful, these Terms and Conditions, or in any way create or produce goods made to the Sourceful Designs or Commissioned Designs other than will Sourceful Suppliers without Sourceful's involvement or consent;
c) induce, solicit, procure or otherwise encourage a Supplier to pursue an arrangement for the supply of Goods from any Supplier without Sourceful's involvement;
d) seek, encourage or respond to any approach from any Supplier to pursue an arrangement for the supply of Goods from any Supplier without Sourceful's involvement.
11.2 Where you are in breach of clause 11.1 you agree to pay to Sourceful a sum equivalent to the average fees paid by Sourceful to the relevant Supplier or Suppliers over the previous 18 month period.
You acknowledge and agree that Suppliers may: (a) inadvertently or intentionally provide inaccurate information to Sourceful about themselves, their operations, or their Goods; (b) inadvertently or intentionally omit relevant information to Sourceful about themselves, their operations, or their Goods. Sourceful uses all reasonable endeavours to verify the accuracy and completeness of this information but cannot guarantee that all information provided will be accurate and complete. As such, you acknowledge and agree that the carbon footprint scores, and certifications available on the Website and specifications in relation to the relevant Goods are estimates only, and do not provide fully accurate representations of the Goods. Any reliance that you place on the information and data available on the Website in respect of the Goods is at your own risk.
13.1 Without limiting any of its other rights, Sourceful may suspend the supply or delivery of the Goods to the Customer, or terminate a Contract of Sale with immediate effect by giving written notice to the Customer if:
a) the Customer commits a material breach of any term of these Terms and Conditions and (if such breach is remediable) fails to remedy that breach on request from Sourceful;
b) the Customer fails to pay any amount due under the Contract of Sale on the due date for payment;
c) the Customer suspends, threaten to suspend, cease or threatens to cease to carry on all or a substantial part of its business; or
d) the Customer's financial position deteriorates to such an extent that in Sourceful's reasonable opinion, the Customer's capability to adequately fulfil its obligations under Contract of Sale have been placed in jeopardy.
13.2 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14 Events Outside Sourceful's Control
14.1 Sourceful will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract of Sale that is caused by any act or event beyond Sourceful's reasonable control (“Event Outside Sourceful's Control").
14.2 If an Event Outside Sourceful's Control takes place that affects the performance of Sourceful's under the Contract of Sale:
a) Sourceful will notify the Customer as soon as reasonably possible; and
b) Sourceful's obligations under the Contract of Sale will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Sourceful's Control.
14.3 The Customer may cancel the Contract for Sale affected by an Event Outside Sourceful's Control which has continued for more than 3 months. To cancel the Customer must contact Sourceful.
15.1 Notifications submitted to Sourceful should be sent via email to firstname.lastname@example.org.
15.2 Notifications submitted to the Customer should be sent via email to the e-mail address used for Account registration
16 Changes to Terms and Conditions
16.1 Changes to these Terms and Conditions do not apply to Orders placed and Contracts of Sale prior to the changes, which will be processed according to the Terms and Conditions at the time of placing the Order.
16.2 Customers with registered Accounts will be informed of all material changes to these Terms and Conditions via e-mail prior to the changes.
17 Personal data protection
18 Assignment and Transfer
18.1 Sourceful may assign or transfer our rights and obligations under the Contract of Sale to another entity.
18.2 A Customer may only assign or transfer its rights or obligations under the Contract of Sale to another person if Sourceful agrees in writing.
19.1 A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20 Entire Agreement
20.1 These Terms and Conditions and each Contract of Sale are the entire agreement between Sourceful and the Customer in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the relevant Contract of Sale.
21.1 Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
22 Third Party Rights
22.1 The Contract for Sale is between the Customer and Sourceful. No other person has any rights to enforce any of its terms.
23 Applicable law and Jurisdiction
23.1 These Terms and Conditions and Contracts of Sale 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.