THIS AGREEMENT IS MADE BETWEEN

Response IQ Ltd (trading as Inkdesk), a private limited company registered in England and Wales with company number 09951115 whose registered address isRocketspace, 40 Islington High St, LondonN1 1XB (“we”, “our” and “us”); and

Any person who makes an order for the Services on the Order Form to which these Terms are linked or attached(“you” and “your”).

1. Introduction

1.1 These are the terms and conditions (“these Terms”) on which we supply Products to you, whether these are goods, services or digital content.

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 and other important information.

1.3 If you think that there is a mistake in these Terms, please contact us to discuss.

1.4 In some areas you will have different rights under these Terms depending on whether you are a business or consumer. You are a consumer if:

(a) you are an individual; or

(b) you are buying Products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

2. Definitions and interpretation

2.1 In these Terms, the words and expressions set out below shall have the following meanings:

Act: the Companies Act 2006.

Business Day: a working day, as such term is defined in section 1173(1) of the Act.

Charges: the charges payable by you for the supply of the Services by the Supplier, as set out in the Order Form.

Contact Details: the contact details set out in the Order Form for our customer support team.

control:has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly.

Customer Materials: all material, equipment and told, drawing, specifications and data supplied by you to us.

Deliverables: the deliverable set out in the Order Form.

Intellectual Property: copyrights, trade and service marks, including the Trade Marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration in respect of any of the same.

Order Form: the order form to which these Terms are linked or attached and which together with these Terms constitute the contract between you and us for the supply of the Services in accordance with these Terms.

Privacy Policy: the privacy policy sent to you with the Order Form.

Products:the goods and services supplied pursuant to the Order Form including the Services.

Services: the services, including without limitation any Deliverables and Customer Material, to be provided by the Supplier to you pursuant to the Order Form.

Supplier:us or our supplier engaged by us to supply the Products to you.

Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.

Term: the term specified in the Order Form.

this Contract: means the Order Form and these Terms together.

Trade Marks: the trade marks and service mark, together with associated logos and devices, whether registered or unregistered anywhere in the world owned by us or used by us under licence from another trade mark owner.

Website: the website accessed via the homepagewww.inkdesk.com.

2.2 Words and expressions defined in the Act (to the extent applicable) shall have the meanings attributed to them therein when used in these Terms unless otherwise defined herein.

2.3 References to a clause, Schedule or paragraph are to the relevant clause, Schedule or paragraph of these Terms.

2.4 Clause and paragraph headings and the table of contents used in these Terms are inserted for ease of reference only and shall not affect construction.

2.5 References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.

2.6 Unless stated otherwise, references to "writing" or "written" includes any non-transitory form of visible reproduction of words.

2.7 References to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

2.8 Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.

2.9 References to statutory provisions, enactments or EC Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or EC Directive (whether before or after the date of these Terms), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or EC Directive unless any such change imposes upon any party any liabilities or obligations which are more onerous than as at the date of these Terms.

3. Information about us and how to contact us

3.1 Our registered VAT number is set out in the Contact Details.

3.2 You can contact us by telephoning or emailing our customer service team via the Contact Details.

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.

4. Our contract with you

4.1 Subject to clause 4.2, our acceptance of theOrder Form will take placeonce you have returned a signed copy of the Order Form (which has been sent to you via email) to us.

4.2 If we are unable to fulfil or move forward withtheorder as specified in your Order Form, we will inform you of this in writing and will not charge you for the Products. This might be because the Products are out of stock, or because of unexpected limits on our resources which we could not reasonably plan for,or because we have identified an error in the price or description of the Products or because we are unable to meet a delivery deadline you have specified.

5. Our products and services

5.1 The images of the products and services on the Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of anyproduct. Your product or services supplied may vary slightly from those images.

5.2 The packaging of aproduct or services supplied may vary from that shown in images on the Website.

6. Intellectual Property

6.1 We (and any licensor of Intellectual Property rights to us) shall retain ownership of all Supplier IPRs. You and any licensor of Intellectual Property rights to you shall retain ownership of all Intellectual Property rights in the Customer Materials.

6.2 We grant you, or if applicable,shall procure the grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use the Supplier IPRs for the purpose only of receiving and using during the Term,the Services and the Deliverables but not otherwise.

6.3 You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to reproduce and modify the Customer Materials during the Term for the purpose of supplying the Services to you in accordance with the Order Form and these Terms.

7. Your rights to make changes

If you wish to make a change to the products or services 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 or services, 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. If you reply in writing to tell us that you so wish, we will implement that change at the specified price.

8. Our rights to make changes

We may change the Products:

(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.

9. Providing the Products

9.1 Our charges,including ourchargesfor delivery, will be stated on the Order Form and will be added to the price you pay for the Products.

9.2 During the order process we will let you know when we intend to provide the Products to you. If the Products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.

9.3 If our supply of the Products is delayed then we will contact you as soon as possible to let you know the reason for that delay and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for such delays, 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.

9.4 Note that any delivery date or time stated on the Order Form is intended by us to be met, but we do not guarantee the delivery date which shall not be of the essence of the contract between you and us.

9.5 If no one is available at your address to take delivery and anyProducts cannot be posted through your letterbox, a note from the delivery service informing you of how to rearrange deliveryshould be left at your address.

9.6 If you do not collect anyProducts from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions and may charge you extra for storage and any further delivery charges at rates to be notified to you before these charges are incurred. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 12.2will apply.

9.7 A Product which is goods will be your responsibility from the time we deliver the Product to the address you gave us.

9.8 You own a Product which is goods once we have received the payment(s) stated within the Order Form in full.

9.9 We will contact you in advance to tell you that we will be suspending supply of a Product, unless such suspension is urgent or an emergency. If we have to suspend the Product we will adjust the price so that you do not pay for Products while they are suspended. 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 3 months and we will refund any sums you have paid in advance for the Product in respect of the period after you end the contract.

9.10 If you do not pay us for anyProduct when you are supposed to, we may suspend supply of the Product until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Product. We will not charge you for anyProducts during the period for which it is suspended. As well as suspending the Product we can also charge you intereston your overdue payments at the rate of 4% above the Bank of England base rate (current from time to time).

10. Your rights to end the contract

10.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

(a) if what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the Product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 14if you are a consumer and clause 15if you are a business;

(b) if you want to end the contract because of something we have done or have told you we are going to do,see clause 10.2; or

(c) if you are a consumer and have just changed your mind about the Product, see clause 10.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.

10.2 If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Product which has not been provided and you may also be entitled to compensation. The reasons are:

(a) we have told you about an upcoming change to the Product or these Terms which you do not agree to;

(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;

(d) we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them, in each case for a period of more than 3 months; or

(e) you have a legal right to end the contract because of something we have done wrong.

10.3 If you are a consumer then for most products bought online you have a legal right to change your mind within 14 Business Days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.

10.4 Please note, these Terms reflect the goodwill guarantee offered by us to our UK consumer customers, which is more generous than your legal rights under the Consumer Contracts Regulations 2013 in the ways set out below. This goodwill guarantee does not affect your legal rights in relation to faulty or misdescribed Products:

Right under the Consumer Contracts Regulations 2013	How our goodwill guarantee is more generous
14 day period to change your mind.	21 day period to change your mind.
Consumer to pay costs of return.	We pay the costs of return.

10.5 Your right as a consumer to change your mind does not apply in respect of:

(a) the Services, once these have been completed, even if the cancellation period is still running; and

(b) any Products which become mixed inseparably with other items after their delivery.

10.6 If you are a consumer and you have bought the Services, you have 14 Business 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.

10.7 Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 10.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

11. How to end the contract with us

11.1 To end the contract with us, please let us know by contacting customer services via the Contact Details. Please provide your name, home address, details of the order and, where available, your phone number and email address.

11.2 If you end the contract for any reason after Products which are goods have been dispatched or supplied to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at our address or (if they are not suitable for posting) allow us to collect them from you. Please contact our customer services departmentvia the Contact Details 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 goods within 14 Business 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;

(b) if you are ending the contract because we have told you of an upcoming change to aProduct 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; or

11.4 In all other circumstances you must pay the costs of return.

11.5 If you are entitled to a refund under these Terms we will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

11.6 If you are 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 goods, 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 goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 Business Days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

(c) 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. 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 Business 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 Business Days of your telling us you have changed your mind.

12. Our rights to end the contract

12.1 We may end the contract for a Product at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 7 Business Days of us reminding you that payment is due;

(b) 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, for examplethe Deliverables;

(d) 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 reasonable compensation for the net costs we will incur as a result of your breaking the contract.

13. If there is a problem with a Product

If you have any questions or complaints about the Product, please contact us. You can contact our customer service team via the Contact Details.

14 Your rights in respect of defective products if you are a consumer

14.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Products. Nothing in these Terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

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:

(a) Up to 30 Business Days: if your goods are faulty, then you can get an immediate refund.

(b) Up to 6 months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.

If your product is services, the Consumer Rights Act 2015 says:

(a) 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 cannot fix it.

(b) If you have not agreed a price beforehand, what you are asked to pay must be reasonable.

14.2 If you wish to exercise your legal rights to reject Products you must either return these in person to where you bought them or post them back to us.

14.3 We will pay the costs of postage or collection. Please contactour customer services department via the Contact Details for a return label.

15. Your rights in respect of defective products if you are a business

15.1 If you are a business customer we warrant that on delivery, and for a period of 1 month from the date of delivery (warranty period), any Products which are goods shall:

(a) conform in all material respect with their description and any relevant specification;

(b) be free from material defects in design, material and workmanship;

(d) be fit for any purpose held out by us.

15.2 Subject to clause 15.3, if:

(a) you give us notice in writing during the warranty period within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 15.1;

(b) we are given a reasonable opportunity of examining such Product; and

we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.

15.3 We will not be liable for a Product’s failure to comply with the warranty in clause 15.1 if:

(a) you make any further use of such Product after giving a notice in accordance with clause15.2(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;

(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.

15.4 Except as provided in this clause 15, we shall have no liability to you in respect of a Product’s failure to comply with the warranty set out in clause 15.1.

15.5 These Terms shall apply to any repaired or replacement Products supplied by us under clause 15.2.

16. Price and payment

16.1 The price of the Product (which includes VAT) will be the price indicated on the Order Form. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see clause 16.3 for what happens if we discover an error in the price of the Product you order.

16.2 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.

16.3 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.

16.4 We accept payment from all major credit card suppliers.

16.5 Subject to any term set out in the Order Form,you must pay for the Products and/or the Servicesby the Business Day before we dispatch and/or start providing them to you. We will not charge your credit or debit card until we dispatch and/or start providing the Products and/or the Services to you.

16.6 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).

16.7 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 rate ofthe Bank of England (current 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.

16.8 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 or we consider that it is concluded. Once the dispute is resolved or we consider it concluded we will charge you interest on correctly invoiced sums from the original due date.

17. Our responsibility for loss or damage suffered by you if you are a consumer

17.1 Our liability to you under these Terms is limited to:

(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987.

17.2 Subject to clause 17.1, we shall not be liable 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.

17.3 If you are a consumer 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 clause 18.

18. Our responsibility for loss or damage suffered by you if you are a business

18.1 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;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) defective Products under the Consumer Protection Act 1987.

18.2 Except to the extent expressly stated in clause 15.1 all terms implied by sections 13 to 15 (inclusive) of the Sale of Goods Act 1979 and sections 3 to 5 (inclusive) of the Supply of Goods and Services Act 1982 are excluded.

18.3 Subject to clause 18.1:

(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 the amount of the Charges.

19. How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

20. Waiver

The express or implied waiver by any party to these Terms of any of its rights or remedies arising under these Terms or by law shall not constitute a continuing waiver of the right or remedy waived or a waiver of any other right or remedy.

21. Entire agreement

These Termstogether with the Order Form set out the entire agreement and understanding between the parties (and supersede all prior agreements, understandings or arrangements (oral or written)) in respect of their subject matter.

22. Variation

Any variation of these Terms is valid only if it is in writing and signed by or on behalf of each of you and us, in which event such change shall be binding against both you and us.

23. No partnership

Nothing in these Terms is intended to or shall be construed as establishing or implying any partnership of any kind between you and us.

24. Assignment and transfer

24.1 Subject to clause 24.3, this Contract is personal to you and you shall not shall:

(a) assign any of your rights under this Contract;

(b) transfer any of your obligations under this Contract;

(d) charge or deal in any other manner with this Contract or any of its rights or obligations.

24.2 Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 24.1 shall be ineffective.

24.3 We may transfer our rights and obligations under this Contractand must thereupon give notice of that transfer to you.

25. Rights of third parties

This Contract donot confer any rights on any person or party (other than the parties to these Terms) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

26. Notices

26.1 Any notice to a party under this Contract shall be in writing (excluding fax and email) signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post to the address of the party as set out in the Order Form, or as otherwise notified in writing from time to time in accordance with the provisions of this clause 26.

26.2 Save where clause 26.3 applies, a notice shall be deemed to have been served:

(a) at the time of delivery if delivered personally; and

(b) 48 hours after posting in the case of an address in the United Kingdom and 96 hours after posting for any other address.

If the deemed time of service is not during normal business hours in the country of receipt, the notice shall be deemed served at, the opening of business on the next Business Day of that country.

26.3 The deemed service provisions set out in clause 26.2 do not apply to a notice served by post if there is a national or local suspension, curtailment or disruption of postal services which affects the collection of the notice or is such that the notice cannot reasonably be expected to be delivered within 48 hours or 96 hours (as appropriate) after posting.

26.4 A party shall not attempt to prevent or delay the service on it of a notice connected with this Contract.

27. Severance

27.1 If any provision of these Terms is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Terms will remain in full force and effect and will not in any way be impaired.

27.2 If any provision of these Terms is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

28. Governing law and jurisdiction

28.1 This Contractand any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by English law.

28.2 The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this contract, its subject matter or formation.

Terms Of Sale