Terms & Conditions of Sale.

Effective Date: March 2022
These Terms and Conditions (“Conditions”) govern the sale and supply of customised branded merchandise (“Products”) by Atura Group Limited (“Atura Group”, “we”, “us”, or “our”) to business customers (“Customer”, “you”, or “your”).

1. Definitions and Interpretation

Applicable Laws: All relevant UK laws, regulations, and standards.
Contract: A legally binding agreement formed upon our written acceptance of a Customer’s order.
Customer Materials: Logos, artworks, content, and instructions provided by the Customer.
Force Majeure Event: See Clause 17.
IPR (Intellectual Property Rights): Patents, trademarks, design rights, copyright, and other proprietary rights, registered or unregistered.
Purchase Order: A written request by the Customer to purchase Products.

2. Scope

2.1 These Conditions apply to all purchases of Products from Atura Group and any trading names operated by or affiliated with Atura Group Limited, including but not limited to [Print Portals (printportals.co.uk)] and [Educational Print (educationalprint.co.uk)], to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 By placing an order with Atura Group, the Customer confirms that it is acting in the course of business. The Customer warrants that any individual placing an order on its behalf is authorised to do so.

2.3 The Customer irrevocably waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents or communications issued by the Customer (including but not limited to purchase orders, emails, or terms of purchase) that is inconsistent with these Conditions, unless expressly agreed in writing by an authorised representative of Atura Group.

2.4 In the event of any conflict or inconsistency between these Conditions and the terms of any Contract, Purchase Order, Incoterm or other documentation issued by the Customer, these Conditions shall prevail unless otherwise agreed in writing by both parties.

2.5 Any samples, mock-ups, visual representations, digital proofs or illustrative descriptions issued by Atura Group are provided solely for indicative purposes to demonstrate the general appearance or style of the Products. They shall not form part of the Contract or have any binding effect unless otherwise agreed in writing.

2.6 All quotations issued by Atura Group are subject to amendment or withdrawal at any time prior to formal acceptance of a Purchase Order, particularly in the event of changes to raw material pricing, supplier availability, shipping costs, or other external factors.

3. Purchase Orders and Contracts

3.1 A Purchase Order constitutes an offer by the Customer to purchase Products in accordance with these Conditions. The Customer is solely responsible for ensuring that all details specified in the Purchase Order — including quantities, specifications, delivery address, and required dates — are accurate and complete.

3.2 Each Purchase Order must:

i. be submitted in writing;
ii. specify the type, quantity, and specification of Products required;
iii. include a valid delivery address; and
iv. state the Customer’s requested delivery timeframe.

3.3 Upon receipt of a valid Purchase Order, Atura Group will issue an Order Confirmation in writing confirming the details of the order, pricing, and estimated timelines. A binding Contract shall be deemed to have been formed only when such Order Confirmation is issued by Atura Group.

3.4 Each Purchase Order shall be treated as a separate and independent contract. A new Purchase Order is required for each individual order. No standing or blanket orders shall apply unless expressly agreed in writing.

3.5 Atura Group shall assign an internal reference number to each confirmed order. This reference, along with the Customer’s Purchase Order number, must be quoted in all subsequent communications relating to the Contract.

3.6 The Customer may not amend or cancel an order after the Order Confirmation has been issued unless agreed in writing by Atura Group. Where amendments or cancellations are requested: (a) if received prior to artwork approval and before production has commenced, Atura Group may agree to the cancellation or amendment at its sole discretion. In such cases, the Customer may be liable for any restocking charges incurred if unbranded goods have already been procured; (b) if the order has already entered production, the Customer shall be liable for all costs incurred to date, including (where applicable) the full cost of completed goods.

3.7 Atura Group reserves the right to reject or cancel a Purchase Order at its discretion, including (but not limited to) in the event of pricing errors, raw material unavailability, or issues with the Customer’s credit status. In such cases, the Customer will be promptly notified.

4. Artwork and Approvals

4.1 Proof Requirement
Atura Group will provide a digital proof (such as a PDF or visual mock-up) for all custom-branded Products prior to production. Production will not begin until the Customer has provided written approval of the proof via email or through our designated online portal. Verbal approvals are not accepted under any circumstances.

4.2 Customer Responsibility
It is the sole responsibility of the Customer to ensure that all details within the proof are accurate, including but not limited to spelling, layout, design placement, artwork quality, and brand colours. Once the Customer has approved the proof, that approval is considered final and binding. Atura Group shall not be liable for any errors, omissions, or defects in the approved proof, including those arising from Customer-supplied artwork or from artwork created by Atura Group and approved by the Customer.

4.3 Finality of Approval
Upon approval of the proof, the artwork is locked and sent to production. Any amendments requested after approval may not be possible, and if production has commenced, the Customer shall remain liable for the full cost of the order and any related production charges.

4.4 Artwork Specifications and File Requirements
The Customer may supply their own print-ready artwork. All artwork must be supplied in vector format with clearly specified CMYK or Pantone colour references where applicable. Accepted file formats include, but are not limited to: PDF, AI, EPS, and SVG.

• Where images are supplied as part of artwork, they must be at a minimum resolution of 300 DPI. Atura Group shall not be responsible for poor image quality or pixelation resulting from low-resolution files.
• If vector artwork is not supplied, Atura Group offers a redraw service at a chargeable rate. The Customer will be notified in advance of any fees associated with this service.

4.5 Colour Disclaimer
While Atura Group makes every effort to reproduce colours accurately, exact matches to screen colours, previously printed items, or other physical references cannot be guaranteed.

“Monitors and printers can display colours differently. If you have not quoted Pantone references or are concerned about colour accuracy, please contact us in advance. Exact Pantone matches cannot be achieved via digital transfer printing, and variations may occur depending on the substrate or print process.”
Atura Group does not guarantee colour matching across materials, substrates, or fabric types.

4.6 Pre-Production Samples
Physical proofs or pre-production samples may be available for certain Products upon request. It is the Customer’s responsibility to request any such sample at the quotation stage and, in any event, no later than approval of the final artwork proof. Pre-production samples may be subject to additional charges, which will be communicated to the Customer in advance, and a separate Purchase Order may be required. Where the Customer does not request or approve a pre-production sample prior to production, Merchatura shall not be liable for any dissatisfaction, suitability concerns, or claims that the Products are unfit for purpose.

4.7 Design Services
Atura Group offers in-house design and artwork editing services, which are chargeable. Pricing will be quoted to the Customer prior to commencement of work. Upon full payment for the design services, ownership of the created artwork transfers to the Customer.

4.8 Liability and Production Commencement
Atura Group shall not be liable for any production issues arising from customer-supplied files, including errors, formatting issues, or colour discrepancies. Once artwork is approved, it is final and production begins. The Customer accepts full liability for the approved artwork file.

4.9 Reorders
Atura Group retains copies of all approved artwork for reordering purposes. A proof will be issued for every reorder, and the Customer is required to re-approve the artwork before production commences. It remains the Customer’s responsibility to check and confirm accuracy of the proof on each order, including reorders.

5. Production and Delivery

5.1 Production Timelines
Production lead times quoted by Atura Group are estimates only and are provided in good faith based on available materials, capacity, and logistics. All quoted lead times commence only upon receipt of full artwork approval and, where applicable, receipt of cleared payment or a valid Purchase Order for credit accounts.
Where Customers have strict delivery deadlines, it is their responsibility to communicate this at the quotation stage. Production times cannot be expedited once a Purchase Order has been submitted or payment has been made.

5.2 Express Services
Express production may be available on certain products and will be quoted separately. Express charges will be clearly communicated in advance and must be approved by the Customer prior to acceptance. Atura Group is not liable for missed deadlines where express services were not agreed in writing prior to order confirmation.

5.3 Delivery Terms
Atura Group delivers to addresses specified by the Customer, including third-party locations such as event venues, distribution centres, or end-user sites. Delivery may be made via trusted couriers, pallet networks, or other logistics providers depending on the nature of the goods. Where delivery is made by pallet, the Customer must ensure that the delivery location is suitable for accepting pallet deliveries. Atura Group accepts no liability where access is restricted or delivery is refused due to site limitations.

5.4 Delivery Charges
Delivery charges may be included in the quoted price or invoiced separately. In either case, any applicable charges will be clearly communicated during the quotation stage. No hidden delivery charges shall be applied.

5.5 Risk and Title
Risk in the Products shall pass to the Customer upon delivery. Title in the Products shall not pass to the Customer until Atura Group has received full payment in cleared funds for the relevant Contract.

5.6 Proof of Delivery
All deliveries require a signature upon receipt. Delivery shall be deemed completed upon confirmation from the delivery provider that the goods have been signed for at the agreed address. The Customer is responsible for inspecting the Products upon receipt and must notify Atura Group of any shortages or visible damage within 48 hours of delivery.

5.7 Delivery Delays and Force Majeure
While Atura Group will use reasonable endeavours to deliver the Products by the agreed or estimated delivery date, such dates shall not be of the essence and are not guaranteed. Atura Group shall not be liable for any failure or delay in delivery arising from circumstances beyond its control, including but not limited to courier delays, customs clearance issues, supplier disruptions, or events of force majeure (as defined in Clause 11). Delays shall not entitle the Customer to cancel the Contract or claim compensation.

5.8 Failed Deliveries and Redelivery
If the courier is unable to deliver due to no one being present to accept delivery, unsuitable delivery conditions, or any other circumstance outside Atura Group’s reasonable control, the courier may, at its discretion, attempt redelivery, leave the parcel in accordance with any delivery instructions provided, or transfer the parcel to a local parcel shop, collection point, or other secure collection location. Should the delivery be returned to Atura Group, the Customer will be liable for any redelivery costs incurred. Redelivery will only proceed once those charges are settled in full.

6. Price and Payment

6.1 The price of the Products shall be as confirmed in the relevant Order Confirmation issued by Atura Group. Unless otherwise stated, all prices are quoted exclusive of VAT, which shall be added at the applicable rate.

6.2 Prices are based on current material and production costs at the time of quoting. Atura Group reserves the right to adjust the price of the Products in the event of changes to specifications, order quantities, delivery requirements, or material availability. Any such adjustments shall be subject to prior written agreement between both parties.

6.3 Atura Group may charge additional fees for expedited production or non-standard delivery requests where these result in increased costs. Any such charges will be communicated and agreed in writing before work commences.

6.4 All invoices shall be issued upon delivery of the Products, unless otherwise agreed in writing.

6.5 For Customers with approved credit accounts, payment is due within thirty (30) days of the invoice date, unless otherwise agreed in writing. Time for payment is of the essence of the Contract. Atura Group reserves the right to revoke or suspend credit facilities at any time if the Customer fails to meet payment terms or if there are reasonable grounds to doubt the Customer’s financial standing.

6.6 For Customers without a credit account, full payment is required in advance of production. Production will not commence until payment has been received in full in cleared funds.

6.7 All payments must be made in Pounds Sterling (GBP) to the bank account specified on the invoice. All amounts payable under the Contract shall be paid in full without set-off, counterclaim, deduction, or withholding of any kind (except as required by law).

6.8 Atura Group does not charge statutory interest on overdue invoices as standard but reserves the right to pursue outstanding debts through legal or collection channels where necessary. The Customer shall be liable for any costs reasonably incurred by Atura Group in recovering overdue amounts, including legal and administrative fees.

6.9 If the Customer disputes any part of an invoice, they must notify Atura Group in writing within five (5) business days of receipt. Any undisputed portion of the invoice must be paid in full by the due date. The parties shall work in good faith to resolve the disputed amount without delay.

6.10 Payment Disputes and Chargebacks – The Customer agrees not to initiate any chargeback or payment dispute with their card issuer or payment provider for correctly supplied Products, including customised or personalised goods, which are not eligible for cancellation or refund under these Conditions.
Where a chargeback is raised in breach of these Conditions and subsequently found to be false, invalid, or made in bad faith, Atura Group reserves the right to recover from the Customer all associated costs and losses incurred, including administrative fees, legal expenses, and chargeback penalties.
Atura Group further reserves the right to suspend or terminate any credit facilities or future orders in the event of unauthorised chargeback activity.

7. Returns and Faults

7.1 Atura Group takes pride in the quality of its branded Products and will assess all reported faults on a case-by-case basis. Due to the customised nature of the Products, all sales are considered final unless the Products are materially defective or printed incorrectly as a result of an error attributable to Atura Group.

7.2 The Customer must inspect all Products upon delivery and must notify Atura Group in writing of any faults, defects, or errors within seven (7) calendar days of receipt. Notifications must include a clear description of the issue and supporting photographic evidence. Late claims will not be accepted.

7.3 If the Products are found to be faulty or not in accordance with the approved proof, Atura Group shall, at its sole discretion: (a) replace the affected Products; or
(b) refund the price of the affected Products,
and this shall constitute the Customer’s sole and exclusive remedy in respect of such faults or defects.

7.4 The Customer must retain all allegedly faulty Products. Atura Group reserves the right to request that the goods be returned for further inspection. In such cases:

• The Customer shall be responsible for return shipping costs; and
• If the goods are subsequently confirmed by Atura Group to be faulty, these return costs shall be credited in full.

7.5 Atura Group shall have no liability for any Product failure or defect where: (a) the Customer makes further use of the Products after notifying Atura Group of the issue;
(b) the defect arises from misuse, mishandling, fair wear and tear, abnormal storage or environmental conditions after delivery;
(c) the Products have been modified, altered, or repaired by the Customer or any third party without prior written consent from Atura Group; or
(d) the issue results from Customer-provided artwork, including formatting errors, image resolution, or spelling mistakes, especially where the proof was approved prior to production.

7.6 Replacements or refunds will not be offered for faults arising from deviations that are minor, industry-standard, or inherent in the production process (e.g. slight shifts in print position, tolerances in material colour or size, or variations due to substrate type).

8. Customer Obligations

8.1 The Customer shall:
(a) ensure that all details submitted within a Purchase Order, including quantities, delivery information, specifications, and deadlines, are complete and accurate;
(b) cooperate fully with Atura Group in all matters relating to the supply of the Products, including providing timely approvals, prompt responses to queries, and accurate instructions where required;
(c) supply all artwork, brand assets, content, logos, and specifications in the format and resolution specified by Atura Group and ensure that all materials provided are accurate, complete, and print-ready;
(d) obtain and maintain any necessary permissions, licences, or intellectual property rights required to use, reproduce, or distribute any third-party artwork or branding provided to Atura Group for the purpose of fulfilment;
(e) ensure that all delivery addresses, contact persons, and receiving arrangements are accurate and appropriate for receipt of the Products, particularly in cases where third-party or event delivery locations are specified;
(f) act in good faith when communicating anticipated future requirements or indicative order volumes, recognising that such forecasts do not constitute binding commitments or Purchase Orders; and
(g) where personal data is shared with Atura Group for the purpose of fulfilment (e.g. names, addresses, contact details for delivery or customisation), ensure that such data is lawfully obtained and that all necessary consents and legal bases under UK GDPR are in place prior to disclosure. The Customer shall not instruct Atura Group to process personal data in a manner that would contravene data protection laws.

8.2 Atura Group acts as a data processor when handling personal data on behalf of the Customer and shall take appropriate technical and organisational measures to ensure the security and confidentiality of such data in accordance with applicable data protection laws.

8.3 Atura Group shall not be liable for any data protection breach or unauthorised disclosure arising from inaccurate, excessive, or unlawfully shared data provided by the Customer. The Customer agrees to indemnify Atura Group in respect of any claims, liabilities, or fines resulting from such breaches.

9. Intellectual Property

9.1 Atura Group shall retain all rights, title, and interest in and to any pre-existing intellectual property, methods, templates, or design tools used in the provision of its Products and Services (“Atura Group Background IPR”). Nothing in these Conditions shall operate to transfer ownership of such IPR to the Customer.

9.2 Where Atura Group provides any design or artwork creation services for the Customer, ownership of the final artwork shall pass to the Customer only upon receipt of full payment for the applicable design services. Until such payment is received, all intellectual property rights in the design shall remain with Atura Group.

9.3 Where the Products incorporate any Atura Group Background IPR, Atura Group grants the Customer a non-exclusive, non-transferable, royalty-free licence to use such IPR strictly in connection with the Customer’s use of the Products for internal or commercial use. This licence does not permit the Customer to extract or repurpose Atura Group’s IPR for unrelated applications.

9.4 The Customer retains ownership of all intellectual property rights in materials supplied by the Customer, including logos, artwork, brand guidelines, and design specifications (“Customer Materials”). Atura Group does not obtain any rights in such materials except as necessary to produce and deliver the Products in accordance with these Conditions.

9.5 The Customer grants to Atura Group a non-exclusive, non-transferable licence to use, reproduce, adapt, and modify the Customer Materials solely for the purpose of fulfilling the Customer’s order and delivering the Products as agreed.

9.6 The Customer warrants that it has obtained all necessary rights, permissions, and licences to use and authorise Atura Group to use the Customer Materials. The Customer shall fully indemnify Atura Group against any and all claims, damages, losses, expenses, or liabilities (including legal costs) arising from actual or alleged infringement of any third party’s intellectual property rights in connection with Atura Group’s use of the Customer Materials in accordance with the Contract.

9.7 Atura Group shall comply with any Customer-supplied brand guidelines or written instructions regarding the application or presentation of the Customer’s trademarks or other brand assets, provided that such instructions are supplied in writing prior to production.

9.8 Atura Group shall not use the Customer’s name, logo, or other brand identifiers in promotional materials or on its website without the Customer’s prior written consent, except where showcasing previously completed work for which no objection has been raised.

9.9 This Clause 9 shall survive termination or completion of the Contract.

10. Limitation of Liability

10.1 Nothing in these Conditions shall limit or exclude Atura Group’s liability for: (a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be lawfully limited or excluded under applicable law.

10.2 Subject to Clause 10.1, Atura Group’s total aggregate liability to the Customer in respect of all claims, losses, or damages arising out of or in connection with any Contract shall be limited to the total price paid or payable by the Customer under that Contract.

10.3 Subject to Clause 10.1, Atura Group shall not be liable to the Customer for any:

(a) loss of profit, revenue, or anticipated savings;
(b) loss of business, opportunity, or contract;
(c) damage to goodwill or reputation;
(d) indirect or consequential loss or damage; or
(e) losses arising from the Customer’s failure to meet a deadline or use the Products for an intended event or occasion.

10.4 Atura Group shall not be liable for any delay or failure in performance, including late delivery, caused by circumstances beyond its reasonable control, including but not limited to courier or freight delays, material shortages, customs delays, strikes, acts of God, or government restrictions.

10.5 Atura Group shall have no liability for any errors, omissions, or defects in the final Products where such issues arise from: (a) incorrect or incomplete information, artwork, or instructions provided by the Customer;
(b) use of non-vector or low-resolution artwork supplied by the Customer;
(c) incorrect delivery details or inaccessible delivery locations provided by the Customer; or
(d) the Customer’s failure to check and approve artwork or proofs in accordance with Clause 4.

10.6 The Customer acknowledges that the limitations and exclusions of liability in this Clause are reasonable given the nature of the customised Products and the potential variation in print and production outcomes.

10.7 This Clause 10 shall survive the termination or expiry of any Contract between the parties.

11. Force Majeure

11.1 Atura Group shall not be liable for any delay in performing or failure to perform its obligations under any Contract if such delay or failure results from an event, circumstance, or cause beyond its reasonable control (a “Force Majeure Event”).

11.2 Force Majeure Events shall include, but are not limited to:

(a) acts of God, flood, fire, earthquake, storm or other natural disaster;
(b) war, threat of war, armed conflict, terrorism, civil unrest, or government sanctions;
(c) strikes, lockouts or other industrial action (including those affecting third parties);
(d) failure of utility services, telecommunications or internet outages;
(e) pandemics or epidemics and related government restrictions;
(f) delays by couriers, hauliers, customs authorities or shipping providers; or
(g) shortages or sudden unavailability of materials or products from suppliers.

11.3 In the event of a Force Majeure Event, Atura Group’s obligations under the Contract shall be suspended for the duration of the delay. Atura Group shall use reasonable endeavours to mitigate the impact of the delay and resume performance as soon as reasonably possible.

11.4 If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either party may terminate the affected Contract by written notice to the other without further liability, save for payment of outstanding sums due up to the date of termination.

12. Data Protection

12.1 Both parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with the processing of personal data under or in relation to any Contract.

12.2 Where the Customer provides Atura Group with personal data (such as names, addresses, or contact details for the purpose of delivery, custom branding, or fulfilment), the Customer acknowledges that: (a) it is the data controller in respect of such data;
(b) Atura Group acts as a data processor solely on the Customer’s instructions; and
(c) the Customer is responsible for ensuring that it has all necessary rights, consents, and lawful bases for sharing such data with Atura Group.

12.3 Atura Group shall: (a) process personal data only as necessary to fulfil the Customer’s instructions and the Contract;
(b) ensure appropriate technical and organisational measures are in place to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage;
(c) ensure that personnel who have access to personal data are subject to confidentiality obligations;
(d) not transfer personal data outside of the UK or European Economic Area (EEA) without appropriate safeguards in place;
(e) delete or return personal data upon request or termination of the Contract, unless required to retain it by law; and
(f) assist the Customer in responding to any data subject rights requests or regulatory queries, where applicable.

12.4 Atura Group may engage third-party service providers (such as couriers or cloud systems) to process personal data on its behalf in accordance with this section. In such cases, Atura Group shall ensure those providers are bound by equivalent data protection obligations.

12.5 The Customer shall indemnify and hold Atura Group harmless against all liabilities, losses, damages, costs, or expenses arising from any breach by the Customer of this clause or applicable data protection laws.

13. Termination

13.1 Atura Group may terminate any Contract with immediate effect by written notice to the Customer if the Customer: (a) commits a material breach of any of its obligations under the Contract and fails to remedy such breach within seven (7) days of written notice;
(b) becomes insolvent, enters administration, liquidation, or any arrangement with its creditors; or
(c) fails to pay any undisputed sums due under the Contract within 30 days of the due date.

13.2 Termination shall not affect any accrued rights, remedies, obligations or liabilities of either party existing at the date of termination.

14. Assignment

14.1 The Customer may not assign, transfer, subcontract, or otherwise dispose of any of its rights or obligations under a Contract without prior written consent from Atura Group.

14.2 Atura Group may assign or subcontract any part of its obligations under the Contract, provided that it remains responsible for the acts and omissions of its subcontractors.

15. Notices

15.1 Any notice or communication under the Contract shall be in writing and delivered: (a) by hand or tracked courier to the party’s registered address;
(b) by first class post (deemed received after two business days); or
(c) by email to the nominated contact, provided that a successful transmission receipt is retained.

15.2 Notices sent by email outside of business hours (9am–5pm, Mon–Fri) shall be deemed received at 9am on the next business day.

16. Entire Agreement

16.1 These Conditions and the documents referred to in them constitute the entire agreement between the parties in relation to the sale of Products and supersede any prior discussions, communications, or agreements.

16.2 Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set out in the Contract and shall have no claim for innocent or negligent misrepresentation based on any statement not contained herein.

17. Amendments

17.1 Atura Group reserves the right to amend these Terms and Conditions from time to time. The version in effect at the time of order confirmation shall apply to that Contract, unless a change is required by law or regulatory authority.

18. Severability

18.1 If any provision of these Conditions is found to be invalid, unlawful, or unenforceable by a court or competent authority, that provision shall be deemed severed, and the remaining provisions shall remain in full force and effect.

19. Governing Law and Jurisdiction

19.1 These Conditions and any Contract entered into between Atura Group and the Customer shall be governed by and construed in accordance with the laws of England and Wales.

19.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes arising under or in connection with these Conditions.