Terms &
conditions
Terms and conditions of supply
These Terms & Conditions apply to the supply of products and services by Claro Print Ltd. Please read them carefully before placing an Order. By placing an Order, proceeding from quotation to order, approving a proof, making payment, or otherwise instructing Claro Print Ltd to proceed, the Customer agrees to be bound by these Terms & Conditions.
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About Claro Print Ltd.
Claro Print Ltd
Offices 25,26,27+28a
1 Spiersbridge Way
Thornliebank
Glasgow G46 8NG
United Kingdom
Registered in Scotland Number: SC378314.
VAT Registration number: 103 3766 40
1. GENERAL AGREEMENT
1.1 By placing an Order with Claro Print Ltd, the Customer acknowledges and agrees to be bound by these Terms & Conditions. Subject only to any Specific Written Variation under clause 1.6, these Terms & Conditions form the entire and exclusive terms on which Claro Print Ltd accepts and fulfils each Order.
1.2 These Terms & Conditions supersede any prior proposals, representations, communications or understandings relating to the relevant Order, whether written or oral, except where a Director of Claro Print Ltd has expressly agreed otherwise in a Specific Written Variation.
1.3 An Order may be placed by email, purchase order, procurement system, online instruction or any other written communication. A Customer does not need to sign a physical copy of these Terms & Conditions to be bound by them. A link to these Terms & Conditions may be included in quotations, Order Confirmations, Proof communications, invoices or other order documentation. Proceeding with an Order after receiving notice of these Terms & Conditions constitutes acceptance of them. For the avoidance of doubt, acceptance may occur by conduct and no signature or separate written acceptance of these Terms & Conditions is required.
1.4 Any terms or conditions contained in, attached to, incorporated into or referred to by any Customer purchase order, supplier agreement, procurement portal, onboarding document, framework, email, website, standard terms or other Customer document are expressly rejected and shall not form part of the Contract unless accepted by Claro Print Ltd by a Specific Written Variation.
1.5 The receipt, acknowledgement, processing or fulfilment by Claro Print Ltd of a purchase order or other instruction containing or referring to Customer terms shall not constitute acceptance of those Customer terms. Commencing design, sourcing, procurement, production, fulfilment, delivery or any other performance shall not constitute acceptance by Claro Print Ltd of Customer terms.
1.6 A “Specific Written Variation” means a written document which expressly identifies the relevant Order, agreement or provision being varied, expressly states that it varies these Terms & Conditions, and is signed by a Director of Claro Print Ltd. No employee, agent, supplier or representative of Claro Print Ltd has authority to accept Customer terms or vary these Terms & Conditions unless they are a Director and do so in accordance with this clause.
1.7 Where a separate agreement has been signed between Claro Print Ltd and the Customer, these Terms & Conditions shall continue to apply to individual Orders except to the extent that the separate agreement expressly identifies and overrides a particular provision of these Terms & Conditions. General wording in a Customer document stating that the Customer’s terms prevail shall not, by itself, constitute a Specific Written Variation.
1.8 If there is any conflict between these Terms & Conditions and terms proposed by the Customer in relation to an Order, these Terms & Conditions shall prevail unless clause 1.6 has been satisfied.
1.9 Claro Print Ltd reserves the right to cancel or refuse any Order at its discretion, with no liability beyond refunding any amounts prepaid for Products not supplied. This includes, without limitation, situations where production is not feasible, materials are unavailable, supplier circumstances change, credit concerns arise or Claro Print Ltd reasonably identifies legal, regulatory or reputational concerns.
2. DEFINITIONS
2.1 “Claro Print Ltd”, “Claro”, “we”, “us” or “our” means Claro Print Ltd and, where appropriate, its authorised representatives.
2.2 “Customer”, “you” or “your” means the individual, company or other legal entity placing the Order with Claro Print Ltd, irrespective of whether the Products are intended for that Customer or for an End Customer.
2.3 “End Customer” means any client, customer, employee, recipient, user or other third party for whose benefit the Customer purchases or arranges Products or Services.
2.4 “Products” includes all goods, services and materials supplied or arranged by Claro Print Ltd, including print, promotional merchandise, signage, garments, workwear, packaging, branded merchandise, swag items, design, sourcing, storage, kitting, fulfilment and distribution.
2.5 “Services” means any services supplied or arranged by Claro Print Ltd in connection with an Order.
2.6 “Order” means the Customer’s request or instruction for Products or Services which is accepted by Claro Print Ltd in accordance with clause 3.
2.7 “Order Confirmation” means the written confirmation issued by Claro Print Ltd accepting an Order.
2.8 “Proof” means any artwork proof, visual, mock-up, specification, sample, digital representation or other approval material supplied for Customer approval.
2.9 “Swag Project” means an Order involving multiple branded items, custom packaging, storage, kitting, fulfilment or distribution.
2.10 “Installation Services” means fitting, mounting or affixing signage, graphics or related Products by Claro Print Ltd or a third-party contractor.
2.11 “BrandAssets” means Claro Print Ltd’s proprietary BrandAssets platform and associated portals, software, systems, workflows, functionality, databases, designs, interfaces, templates, configurations, documentation, methodologies and know-how.
2.12 “Contract” means the legally binding contract for an individual Order formed in accordance with clause 3 and incorporating these Terms & Conditions.
3. ORDER ACCEPTANCE, CONTRACT FORMATION AND PROOF APPROVAL
3.1 Quotations issued by Claro Print Ltd are invitations to place an Order and are supplied exclusively on the basis that any resulting Order will be subject to these Terms & Conditions.
3.2 All Orders placed by the Customer constitute an offer to purchase from Claro Print Ltd on these Terms & Conditions and are subject to Claro Print Ltd’s acceptance at its sole discretion.
3.3 Unless expressly stated otherwise by Claro Print Ltd, a legally binding Contract is formed when Claro Print Ltd issues an Order Confirmation. An acknowledgement of receipt does not constitute acceptance.
3.4 The Contract is between Claro Print Ltd and the Customer named on the quotation, Order or Order Confirmation. Where the Customer is an agency, reseller, broker, procurement provider, gifting platform, print manager or other intermediary, the Customer remains the contracting principal and is fully responsible for all obligations under the Contract. The existence of an End Customer does not alter the identity of the Customer or transfer the Customer’s obligations to that End Customer.
3.5 Orders are final and no cancellation, refund or modification is permitted once an Order Confirmation has been issued unless expressly agreed in writing by a Director of Claro Print Ltd. Any costs already incurred shall remain payable.
3.6 Approval of a Proof constitutes: (a) final approval of the artwork, content, spelling, dimensions, specification, colours and other matters reasonably apparent from the Proof; (b) authority for Claro Print Ltd to commence or continue production; and (c) reconfirmation by the Customer that the Order is governed by these Terms & Conditions.
3.7 Where the Customer has previously proposed, issued or referred to conflicting terms, approval of a Proof after receiving Claro’s quotation, Order Confirmation or other notice of these Terms & Conditions constitutes the Customer’s express confirmation that the relevant Order shall proceed on these Terms & Conditions, subject only to any Specific Written Variation.
3.8 Claro Print Ltd may refuse an Order for any reason, including feasibility, compliance, capacity, credit history or account status.
4. PAYMENT TERMS, CUSTOMER CREDIT RISK AND SET-OFF
4.1 Payment must be made in full in accordance with the payment or credit terms agreed by Claro Print Ltd. Unless credit terms have expressly been granted, Claro Print Ltd may require payment before production commences.
4.2 The Customer’s obligation to pay Claro Print Ltd is absolute and independent of any payment, approval, reimbursement or other amount due to the Customer from an End Customer or any third party. Payment to Claro Print Ltd is not contingent on the Customer first being paid.
4.3 Without limitation, the Customer remains liable to pay Claro Print Ltd in full and on time irrespective of whether an End Customer: (a) has paid the Customer; (b) pays late; (c) refuses payment; (d) becomes insolvent; (e) disputes the Customer’s invoice or service; (f) cancels its arrangement with the Customer; or (g) receives or requests a refund, credit, discount, chargeback, compensation or other concession from the Customer.
4.4 Any refund, credit, discount, rebate, compensation, goodwill payment or other concession offered by the Customer to an End Customer is entirely for the Customer’s account and shall not reduce, extinguish, delay or otherwise affect any amount owed to Claro Print Ltd unless Claro Print Ltd expressly agrees otherwise in writing.
4.5 The Customer shall pay all sums due to Claro Print Ltd in full without deduction, withholding, counterclaim or set-off except where required by law. A dispute concerning one Order does not entitle the Customer to withhold payment relating to any other Order.
4.6 Failure to make payment within agreed terms may result in delay or suspension of production, storage, fulfilment, deliveries, platform access or further Services, additional charges, withdrawal of credit facilities or legal recovery action.
4.7 Claro Print Ltd reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, without prejudice to any statutory right to interest, compensation or recovery costs available to it.
4.8 Customers are responsible for bank charges, foreign exchange fees and transaction costs associated with payments to Claro Print Ltd.
4.9 Any dispute regarding an invoice must be raised in writing within seven days of issue with reasonable details of the disputed amount and grounds. Failure to do so shall be treated as acceptance of the invoice, so far as permitted by law.
4.10 Where the Customer purchases for resale or onward supply, Claro Print Ltd has no responsibility for the Customer’s pricing, margin, commission, revenue share or other commercial arrangement with an End Customer.
5. PRICING AND QUOTATIONS
5.1 Prices are exclusive of VAT and delivery charges unless expressly stated otherwise.
5.2 Quotations are valid for a maximum of fourteen days unless a different validity period is stated on the quotation.
5.3 Claro Print Ltd may amend pricing where material, labour, freight, currency, duty, tariff, supplier or other external costs change before production or procurement is committed.
5.4 If third-party supplier costs or availability change unexpectedly and make fulfilment commercially impracticable, Claro Print Ltd may offer revised pricing or alternatives or cancel the affected Order. Its liability in the event of cancellation is limited to refunding sums prepaid for Products not supplied.
5.5 Clerical, typographical, system or calculation errors in pricing do not entitle the Customer to purchase at an incorrect price. Claro Print Ltd may correct the price or cancel the affected Order.
6. DELIVERY, RISK TRANSFER AND CUSTOMER RESPONSIBILITIES
6.1 Delivery and completion dates are estimates unless Claro Print Ltd expressly states in writing that a date is fixed and guaranteed.
6.2 Claro Print Ltd is not liable for delays caused by couriers, carriers, customs, border controls, supplier issues, material shortages, industrial action, severe weather, transport disruption or other matters outside its reasonable control.
6.3 Unless expressly agreed otherwise, risk in Products transfers to the Customer upon dispatch from Claro Print Ltd’s premises, warehouse or the premises of a manufacturer, supplier or fulfilment partner. Title may be retained by Claro Print Ltd until all sums due for the relevant Products have been paid in full.
6.4 The Customer must inspect deliveries promptly and report visible damage, shortages or discrepancies within 48 hours of receipt, providing reasonable supporting evidence. Failure to do so constitutes acceptance of the delivery, so far as permitted by law.
6.5 The Customer is responsible for accurate shipping and recipient information and for ensuring availability to receive delivery. Costs or delays caused by incorrect information, missed delivery, refusal, redirection or failed courier attempts are the Customer’s responsibility.
6.6 If the Customer fails to provide approvals, information, artwork, data, access, payment or other requirements when requested, Claro Print Ltd may amend production and delivery schedules without liability.
6.7 Unless otherwise agreed, Proofs should be approved within 24 hours of the Order being placed or the Proof being supplied. Delay in approval automatically moves any estimated or agreed production or delivery timetable by at least the corresponding period of delay and may result in a revised schedule.
6.8 Claro Print Ltd may provide progress updates, but the Customer remains responsible for identifying any critical deadlines before placing the Order and for requesting additional status information where required.
7. INSTALLATION SERVICES AND LIABILITY
7.1 Installation Services may be performed by Claro Print Ltd or an appointed third-party contractor. Claro Print Ltd may select and appoint appropriate installers without requiring separate Customer approval.
7.2 Claro Print Ltd is not liable for damage, wear or deterioration caused after installation by vandalism, weather, flooding, high winds, extreme temperatures, inadequate maintenance, structural defects, misuse or acts or omissions of third parties.
7.3 The Customer is responsible for ensuring that the installation location is safe, suitable, accessible and appropriately authorised and for ongoing maintenance and security after completion.
7.4 Claims alleging defective Installation Services must be raised within seven days of completion with sufficient detail and evidence to allow investigation.
8. PRODUCT QUALITY, VARIATIONS AND GUARANTEE
8.1 Claro Print Ltd warrants that Products will materially conform to the specification agreed for the Order. Minor variations in colour, material, dimensions, finish or appearance that are commercially acceptable or inherent in printing, manufacturing, finishing or raw-material batches do not constitute defects.
8.2 Colour variation is inherent in printing and manufacturing. Screen displays, digital Proofs, previous production runs and different substrates may reproduce colours differently. Exact colour matching is not guaranteed unless specifically agreed in writing and technically achievable.
8.3 Claims concerning alleged defects or quality issues must be raised within 48 hours of receipt, together with photographs, quantities affected and other reasonable evidence. Failure to notify within that period constitutes acceptance, so far as permitted by law.
8.4 The Claro Print Ltd Perfect Print Guarantee covers qualifying errors in printing or finishing attributable to Claro Print Ltd but does not cover delivery delays, Customer-supplied errors, low-resolution artwork, spelling/content errors approved on a Proof, incorrect Customer data, or matters reasonably apparent at Proof approval.
8.5 If Claro Print Ltd accepts a claim as valid, Claro Print Ltd shall determine, acting reasonably, whether to rework, replace, reprint or issue a credit for the affected Products. Except where required by law, monetary refunds are not available where an appropriate replacement, reprint or credit is offered.
8.6 Manufacturing quantities may vary by up to 10% above or below the quantity ordered where this is customary for the relevant manufacturing process. The Customer shall be invoiced for the quantity actually supplied where appropriate, unless the quotation states otherwise.
9. SWAG PROJECTS, FULFILMENT, STORAGE AND INTERNATIONAL DISTRIBUTION
9.1 Claro Print Ltd may provide packaging, storage, kitting, fulfilment and distribution. Once a shipment has been dispatched, Claro Print Ltd is not responsible for delays, customs holds or carrier failures outside its reasonable control.
9.2 Due to the complexity of multi-item Swag Projects, Claro Print Ltd does not guarantee that every pack will contain every originally intended item where shortages arise from manufacturing tolerances, supply-chain failures or other circumstances outside Claro Print Ltd’s reasonable control. Claro Print Ltd will use commercially reasonable efforts to agree an appropriate practical solution.
9.3 The Customer is responsible for accurate recipient details. Fulfilment discrepancies must be reported within seven days of dispatch or receipt, as appropriate, with reasonable supporting evidence.
9.4 Claro Print Ltd is not responsible for loss, delay or cost caused by customs restrictions, import rules or border procedures outside its reasonable control. Unless expressly included in the quotation, duties, tariffs, taxes and customs charges are the Customer’s responsibility.
9.5 Where manufacturing tolerances result in a quantity variance, the number of complete swag packs may be correspondingly affected. Such a variance does not itself constitute breach where it falls within an agreed or customary manufacturing tolerance.
9.6 Claro Print Ltd is not liable for consequential loss arising from fulfilment or delivery delay, including missed events, campaign disruption, lost sales, internal distribution issues or reputational loss. The Customer is responsible for allowing reasonable contingency within time-sensitive projects.
9.7 Where Claro Print Ltd provides storage or stockholding, risk in Customer-owned stock remains with the Customer. The Customer is responsible for arranging appropriate insurance for stored goods unless Claro Print Ltd expressly agrees otherwise in writing.
9.8 Claro Print Ltd does not provide insurance for Customer-owned goods stored at its warehouse or third-party facilities. To the fullest extent permitted by law, Claro Print Ltd is not liable for loss, theft, fire, water damage, deterioration or other damage to stored Customer-owned goods except to the extent directly caused by Claro Print Ltd’s negligence and incapable of lawful exclusion.
9.9 Storage is charged at £22 per pallet per month unless a different rate is quoted or agreed. Partial pallets may be charged at the full pallet rate. Storage charges begin when goods enter storage and continue until fully dispatched or removed.
9.10 If storage fees or other sums relating to stored goods remain unpaid for 60 days, Claro Print Ltd may, after giving reasonable written notice where practicable, withhold, dispose of, recycle or sell the affected goods and apply proceeds towards sums due, subject to applicable law.
10. SUBCONTRACTING, MANUFACTURING AND SUPPLY CHAIN
10.1 The Customer acknowledges that Claro Print Ltd operates through a managed supply chain and may use third-party manufacturers, printers, decorators, installers, warehouses, fulfilment partners, couriers, technology providers and other subcontractors in the ordinary course of business.
10.2 Claro Print Ltd may appoint, replace or subcontract to such third parties without requiring the Customer’s prior consent unless a Specific Written Variation expressly requires approval for a named element of an Order.
10.3 The use of a subcontractor does not create a contractual relationship between the Customer and that subcontractor. Claro Print Ltd remains responsible for its own contractual obligations subject to these Terms & Conditions.
10.4 The Customer shall not acquire any right to require disclosure of Claro Print Ltd’s supplier identities, manufacturing sources, buying arrangements, margins, supplier pricing or other commercially confidential supply-chain information except where disclosure is legally required or expressly agreed in writing.
11. INTERMEDIARIES, RESELLERS, AGENCIES AND END CUSTOMERS
11.1 Where the Customer purchases Products for resale, onward supply or for an End Customer, the Contract remains solely between Claro Print Ltd and the Customer. The Customer is responsible for payment and performance of its obligations regardless of its arrangements with the End Customer.
11.2 No Order grants the Customer exclusivity, ownership, control or other proprietary rights over any existing or future customer, prospect, contact or commercial relationship of Claro Print Ltd.
11.3 Unless Claro Print Ltd expressly agrees otherwise by Specific Written Variation, nothing in a Contract prevents Claro Print Ltd from supplying, marketing to, communicating with, soliciting, accepting approaches from or otherwise conducting business with any third party, including an End Customer of the Customer.
11.4 Without limitation, Claro Print Ltd remains free to continue, develop and expand any relationship which existed independently of the Customer, including relationships where Claro Print Ltd previously supplied, quoted, marketed to, communicated with or was in active commercial discussions with the relevant third party.
11.5 Where Claro Print Ltd expressly agrees in writing to protect a Customer-introduced opportunity, any restriction shall apply only to the specific opportunity, project or defined scope expressly identified in that written agreement and shall not restrict Claro Print Ltd’s wider or pre-existing relationship with the relevant organisation unless expressly stated.
11.6 Nothing in an Order creates a partnership, agency, fiduciary relationship, joint venture or exclusivity arrangement between Claro Print Ltd and the Customer.
11.7 Any exclusivity, non-solicitation, non-circumvention, customer protection, opportunity protection or other restriction on Claro Print Ltd’s ability to conduct business with a third party shall apply only while an active commercial relationship exists between Claro Print Ltd and the Customer. If the Customer places no Orders with Claro Print Ltd for a continuous period of 60 days, any such restriction shall automatically expire, whether contained in these Terms & Conditions, a Specific Written Variation, separate agreement, framework, supplier agreement or other written arrangement. Claro Print Ltd shall thereafter be free to supply, market to, communicate with, solicit, accept approaches from or otherwise conduct business with the relevant third party. For the avoidance of doubt, this automatic expiry applies notwithstanding any other provision stating that the relevant restriction survives termination, expiry or cessation of trading, unless a document signed by a Director of Claro Print Ltd expressly states that clause 11.7 itself is being disapplied.
12. INTELLECTUAL PROPERTY, CUSTOMER MATERIALS AND PROMOTIONAL USE
12.1 The Customer warrants that it has all rights, permissions and authority necessary for Claro Print Ltd to use designs, logos, trademarks, names, images, artwork, data and other materials supplied by or on behalf of the Customer for the purposes of fulfilling the Order.
12.2 The Customer shall indemnify Claro Print Ltd against third-party claims arising from Claro Print Ltd’s authorised use of Customer-supplied materials which infringe intellectual property, privacy or other rights, except to the extent the claim arises from an unauthorised modification by Claro Print Ltd.
12.3 By placing an Order, the Customer grants Claro Print Ltd a perpetual, irrevocable, royalty-free, worldwide licence to photograph, reproduce, display, publish and otherwise use images, videos, renders and representations of Products produced, supplied or fulfilled by Claro Print Ltd for Claro Print Ltd’s marketing, promotional, portfolio, case-study, advertising, sales and demonstrational purposes, subject to clause 12.6.
12.4 This promotional licence includes websites, social media, email marketing, sales materials, printed collateral, presentations, exhibitions, proposals, internal training materials and other promotional channels existing now or created in the future.
12.5 Claro Print Ltd may use artificial intelligence tools, rendering tools and digital compositing to create contextual, mood, lifestyle or simulated product-in-use imagery based on supplied or manufactured Products, provided such use does not materially misrepresent the Product itself.
12.6 If the Customer wishes to opt out of promotional use under clauses 12.3 to 12.5, this must be requested in writing and agreed by a Director of Claro Print Ltd before Order Confirmation. Where confidentiality has separately been agreed in writing, that agreement shall take precedence to the extent of the conflict.
12.7 Except for Customer-owned materials, all intellectual property created or owned by Claro Print Ltd independently of an Order, and all methodologies, systems, templates, processes, know-how, software and tools used by Claro Print Ltd in performing an Order, remain the property of Claro Print Ltd or its licensors.
13. BRANDASSETS PLATFORM AND TECHNOLOGY
13.1 BrandAssets is proprietary technology of Claro Print Ltd. All right, title and interest in and to BrandAssets, including all software, source and object code, functionality, architecture, workflows, databases, interfaces, templates, configurations, designs, documentation, processes, methodologies, improvements, developments and associated intellectual property rights, shall remain exclusively owned by Claro Print Ltd and/or its licensors.
13.2 The creation, configuration, branding, provision or use of a BrandAssets portal for a Customer or End Customer does not transfer ownership of BrandAssets or any underlying technology, intellectual property, configuration methodology or know-how.
13.3 Subject to compliance with these Terms & Conditions, Claro Print Ltd may grant authorised users a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use BrandAssets for its intended business purpose for such period as Claro Print Ltd permits.
13.4 Except to the extent prohibited by law, the Customer shall not, and shall not permit any third party to, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, scrape, extract, recreate, imitate, licence, sublicense, sell, commercially exploit or create derivative works from BrandAssets or any material part of it.
13.5 No Customer, reseller, agency, intermediary or End Customer acquires a perpetual or irrevocable licence to BrandAssets merely because a portal has been created or used in connection with an Order.
13.6 Claro Print Ltd may update, modify, replace, suspend or discontinue features of BrandAssets and may suspend or terminate access where reasonably necessary for security, maintenance, non-payment, misuse, legal compliance or termination of the relevant commercial relationship.
13.7 Where BrandAssets access is provided to an End Customer at the request of an intermediary Customer, the use of BrandAssets does not grant that intermediary ownership of the End Customer relationship and does not prevent Claro Print Ltd from maintaining or developing an independent relationship with that End Customer, subject to applicable data protection law and any Specific Written Variation.
13.8 Customer logos, artwork and other Customer-owned materials uploaded to BrandAssets remain owned by their respective owners. The Customer grants Claro Print Ltd the rights reasonably necessary to host, process and display those materials for operation of the platform and fulfilment of Orders.
14. DATA, PRIVACY AND CUSTOMER INSTRUCTIONS
14.1 Each party shall comply with applicable data protection legislation in relation to personal data it processes.
14.2 Where Claro Print Ltd processes personal data solely on the documented instructions of the Customer for fulfilment, distribution or operation of a Customer-controlled service, the parties shall cooperate in good faith to put any legally required data-processing terms in place.
14.3 The Customer warrants that it has a lawful basis to provide personal data, recipient information and other data to Claro Print Ltd and its necessary service providers for the purposes of fulfilling the Order.
14.4 Claro Print Ltd may use appropriate technology, hosting, courier, fulfilment and other service providers where reasonably necessary to deliver Products or Services, subject to applicable data protection requirements.
15. RETURNS, REFUNDS AND CUSTOM OR BESPOKE GOODS
15.1 Products manufactured, printed, embroidered, engraved, personalised, sourced or otherwise produced to Customer specification are bespoke goods and cannot be cancelled or returned merely because the Customer or an End Customer changes its mind or no longer requires them.
15.2 Any return, replacement, rework, refund or credit relating to an alleged defect is subject to clause 8 and must be authorised by Claro Print Ltd before goods are returned.
15.3 The Customer has no authority to bind Claro Print Ltd to a refund, credit, discount or compensation offered by the Customer to an End Customer. Such commercial decisions are for the Customer’s account unless Claro Print Ltd expressly accepts liability in writing.
15.4 No End Customer returns policy, marketplace policy, platform policy or other third-party policy shall bind Claro Print Ltd unless expressly accepted through a Specific Written Variation.
16. FORCE MAJEURE
16.1 Claro Print Ltd shall not be liable for delay or failure caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, government action, sanctions, cyber incident affecting third parties, industrial action, energy interruption, transport disruption, customs delay, supplier failure, raw-material shortage or failure of telecommunications or logistics networks.
16.2 Claro Print Ltd may extend delivery times, source alternatives, suspend the affected Order or cancel the affected part of an Order where such an event materially prevents performance. Liability on cancellation is limited to refunding sums prepaid for Products not supplied, subject to costs irrevocably incurred specifically for the Customer where applicable.
17. LIABILITY AND INDEMNITY
17.1 Nothing in these Terms & Conditions excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
17.2 Subject to clause 17.1, Claro Print Ltd’s aggregate liability arising out of or in connection with an individual Order, whether in contract, delict/tort, negligence, misrepresentation, breach of statutory duty or otherwise, shall not exceed the net amount paid or payable to Claro Print Ltd for that Order.
17.3 Subject to clause 17.1, Claro Print Ltd shall not be liable for indirect, special or consequential loss or for loss of profit, revenue, business, anticipated savings, opportunity, goodwill, reputation, data or contracts.
17.4 Claro Print Ltd shall not be liable for losses caused by Customer instructions, Customer-approved Proofs, inaccurate Customer data, Customer-supplied materials, acts or omissions of End Customers, or failures of third parties outside Claro Print Ltd’s reasonable control.
17.5 The Customer shall indemnify Claro Print Ltd against claims, liabilities, costs and reasonable professional expenses arising from: (a) Customer-supplied materials infringing third-party rights; (b) unlawful or unauthorised use or resale of Products by the Customer; (c) inaccurate recipient or shipping data supplied by the Customer; or (d) claims made by an End Customer arising from promises, warranties, refunds or representations made by the Customer which Claro Print Ltd did not authorise.
17.6 Any claim against Claro Print Ltd must be notified promptly and within any specific notification period stated elsewhere in these Terms & Conditions. Nothing in this clause is intended to shorten a statutory limitation period where such shortening would be unlawful or unenforceable.
18. SUSPENSION, CANCELLATION AND TERMINATION
18.1 Claro Print Ltd may suspend performance, withhold delivery, suspend BrandAssets access or refuse further Orders where the Customer fails to pay sums when due, exceeds an agreed credit limit, becomes subject to insolvency concerns, materially breaches a Contract or where Claro Print Ltd reasonably considers continued performance may expose it to legal, regulatory, financial or reputational risk.
18.2 Suspension does not waive the Customer’s obligation to pay amounts already due or costs committed for existing Orders.
18.3 Termination of a wider commercial relationship does not automatically cancel Orders already accepted. Accepted Orders and accrued payment obligations continue unless Claro Print Ltd agrees otherwise in writing.
18.4 Provisions which by their nature are intended to survive termination, including payment, intellectual property, BrandAssets ownership, confidentiality, liability, customer relationship protections and governing law, shall continue after termination.
19. CONFIDENTIALITY
19.1 Each party shall keep confidential non-public commercial, technical and financial information received from the other and shall use it only for the purposes of the commercial relationship, except where disclosure is required by law or reasonably necessary to professional advisers, insurers, employees or subcontractors subject to appropriate confidentiality obligations.
19.2 Claro Print Ltd’s supplier identities, buying arrangements, supplier pricing, margins, production methods, systems, platform information and non-public BrandAssets technical information constitute Claro Print Ltd confidential information.
19.3 This clause does not apply to information which is public other than through breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without confidentiality restriction.
20. CHANGES TO THESE TERMS
20.1 Claro Print Ltd may update these Terms & Conditions from time to time. Unless expressly agreed otherwise, the version made available to the Customer at or before formation of the relevant Contract shall apply to that Order.
20.2 Updated Terms & Conditions shall apply to subsequent Orders once the Customer has been given reasonable notice of them. Continued placement of new Orders after such notice constitutes acceptance of the updated version for those new Orders.
20.3 No amendment by the Customer is effective except through a Specific Written Variation under clause 1.6.
21. GENERAL
21.1 No failure or delay by Claro Print Ltd in exercising a right or remedy operates as a waiver of that right or remedy.
21.2 If any provision is found invalid, unlawful or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable where possible, and the remaining provisions shall continue in force.
21.3 The Customer may not assign, transfer, novate or otherwise dispose of its rights or obligations under a Contract without Claro Print Ltd’s prior written consent. Claro Print Ltd may assign or transfer a Contract as part of a bona fide restructuring, financing, sale of business or transfer to an associated company, provided this does not materially reduce the Customer’s rights.
21.4 A person who is not a party to the Contract has no right to enforce any provision of it except where applicable law expressly provides otherwise.
21.5 Notices relating to an Order may be sent by email to the normal business contact or billing contact used by the parties. Formal legal notices should be sent to the registered office or another address expressly notified for that purpose.
21.6 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa where the context requires.
22. GOVERNING LAW AND JURISDICTION
22.1 Each Contract and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of Scotland.
22.2 The Scottish courts shall have exclusive jurisdiction to settle disputes arising out of or in connection with a Contract, subject to any mandatory law which cannot lawfully be excluded.