(a) FS.COM Innovation Limited is a private limited company incorporated and registered in England and Wales with company number 10876330 whose registered office address is at Unit 8, Urban Express Park, Union Way, Aston, Birmingham, B6 7FH, United Kingdom (“FS.COM”). If you have a complaint or you would otherwise like to contact FS.COM, you can contact our customer services team by email at [insert customer service email address] or by telephone on [insert customer service telephone number].

(b) These terms and conditions (the “Terms”) apply to each Contract (as defined below) concluded between you or the legal entity that you represent (the “Customer”) and FS.COM for the provision of Goods and / or Services (both as defined below).

(c) Unless agreed otherwise in writing by FS.COM, all Goods and/or Services are supplied under the terms of the Contract to the exclusion of all other terms and conditions, including any terms and conditions which the Customer might try to introduce or rely on or any terms implied by trade, custom, practise or course of dealing.

(d) FS.COM reserves the right to make changes to these Terms at any time. Each Order placed by a Customer will be subject to the Terms in force at the time that Order is placed.

(e) Please note that Fs.com does not give business customers all the same rights as consumers. Where a provision in these Terms applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

(a) In these Terms, the following definitions and rules of interpretation apply:

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Contract: the contract entered into between FS.COM and the Customer for the provision of Goods and/or Services in accordance with clause 3, consisting of these Terms and the Order Confirmation.

Deliverables: any deliverables to be produced by FS.COM for the Customer under the Contract, as set out in the Order.

Goods: the goods (or any part of them) to be provided to the Customer under the Contract, as set out in the Order.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: each order for FS.COM to provide Goods and/or Services which is placed by the Customer via FS.COM’s online shop, or in some other written form, as the case may be.

Order Confirmation: the order confirmation email or document issued to the Customer by FS.COM confirming acceptance of an Order.

Services: the services, including the Deliverables, to be supplied by FS.COM under the Contract as set out in the Order or as otherwise agreed in writing between the parties.

Services Specification: any specification for the applicable Services which appears on FS.COM’s online shop on the date the Order is placed or is otherwise agreed in writing between the parties.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Warranty Term: the warranty term provided by FS.COM for different categories of Goods, as specified in and subject to the limitations set out in FS.COM’s Product Warranty Policy at https://www.fs.com/uk/policies/warranty.html and which begins to run from the date on which delivery of the Goods is completed in accordance with these Terms.

(b) Clause headings shall not affect the interpretation of these Terms.

(c) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(d) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(e) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(f) Any obligation in the Contract on a person not to do something includes an obligation not to agree or allow that thing to be done.

(g) A reference to writing or written includes email.

(a) Each Order placed by a Customer is an offer to buy the Goods and/or Services specified in that Order, subject to these Terms.

(b) Where an Order is placed via FS.COM’s online shop, the ordering process allows the Customer to check and amend any errors before submitting an Order. The Customer should check the Order carefully before confirming it. The Customer is responsible for ensuring that their Order is complete and accurate.

(c) After an Order has been placed by a Customer, FS.COM will issue an email to the Customer acknowledging receipt of the Order. However, this does not mean that the Order has been accepted by FS.COM.

(d) The Contract will come into existence when the Order is accepted by FS.COM, by issuing an Order Confirmation to the Customer or by dispatching the Goods. Please regularly check the spam folder of your mailbox./

(e) If FS.COM is unable to supply the Goods and/or Services ordered by the Customer, it will inform the Customer of this by email and will not accept or process the Order. If the Customer has already paid for those Goods and/or Services, FS.COM will refund the full amount to the Customer (including any delivery charges) as soon as possible.

(f) Please note that, following acceptance of an Order by FS.COM, that Order can only be corrected or modified in exceptional cases. If a Customer wishes to correct or modify their Order, they must contact FS.COM as soon as possible following receipt of the Order Confirmation. FS.COM will confirm to the Customer whether their request to correct or modify their Order can be accommodated.

(g) All of these Terms shall apply to the supply of both Goods and Services except where their application to only one or the other is specified.

(h) The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of FS.COM that is inconsistent with these Terms.

(a) Unless the parties agree that the Customer will collect the Goods from FS.COM’s address outlined above, FS.COM shall arrange for the Goods to be delivered to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”), subject to payment of any applicable delivery charges by the Customer.

(b) Where the Goods are to be delivered to the Delivery Location, FS.COM shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition and each delivery of the Goods shall be accompanied by a delivery note correctly addressed to the Customer.

(c) FS.COM shall have full discretion to determine the appropriate mode of shipment of the Goods and to select the carrier. FS.COM offers “free shipping” only:

i. for Orders with a total value of over £79; or

ii. where “free shipping” is expressly listed on the product page for those Goods in the online shop.

For all other Goods which are to be delivered (including, without limitation, oversized or heavy Goods), the Customer must pay the relevant delivery charge.

(d) “Free shipping” means that FS.COM bears the costs of packaging and shipping the Goods. In the case of export deliveries outside the UK, the Customer shall bear the costs of customs duties as well as fees and other public charges.

(e) Following acceptance of the Order, FS.COM shall deliver the Goods to its nominated carrier in a timely manner, to enable the carrier to deliver those Goods to the Delivery Location. Delivery of the Goods shall be completed upon receipt of the Goods at the Delivery Location.

(f) Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. FS.COM shall not be responsible or liable for any delays in delivery of the Goods which are caused by the carrier.

(g) If the Customer changes the Delivery Location or the shipping method, any additional charges resulting from such change shall be borne in full by the Customer.

(h) Further details regarding delivery of Goods can be found in FS.COM’s “Shipping & Delivery Policy” at https://www.fs.com/uk/shipping_delivery.html.

(a) All risk in the Goods (including, without limitation, the risk of accidental loss of or damage to the Goods) shall pass to the Customer when:

i. FS.COM hands over the Goods to the freight carrier or other carrier for delivery, where the Goods are to be delivered to the Customer; or

ii. the Customer collects the goods directly from FS.COM.

(b) Title to the Goods shall not pass to the Customer until the earlier of:

i. FS.COM receives payment in full (in cash or cleared funds) for the Goods, in which case title to those Goods shall pass at the time of payment; or

ii. the Customer resells those Goods, in which case title to those Goods shall pass to the Customer at the time specified in clause 5(d) below.

(c) Until title to Products has passed to the Customer, the Customer shall:

i. store those Goods separately from all other goods held by the Customer so that they remain readily identifiable as FS.COM’s property;

ii. not remove, deface or obscure any identifying mark or packaging on or relating to those Goods; and

iii. maintain those Goods in satisfactory condition and keep them insured on FS.COM’s behalf for their full price against all risks with an insurer that is reasonably acceptable to FS.COM. On request the Customer shall allow the Supplier to inspect the insurance policy.

(d) Subject to clause 5(e), the Customer may resell or use Goods in the ordinary course of its business (but not otherwise) before FS.COM receives payment for those Goods. However, if the Customer resells the Goods before that time:

i. it does so as principal and not as FS.COM’s agent; and

ii. title to those Goods shall pass from FS.COM to the Customer immediately before the time at which resale by the Customer occurs.

(e) At any time before title to the Goods passes to the Customer, FS.COM may:

i. by notice in writing, terminate the Customer's right under clause 5(d) to resell the Goods or use them in the ordinary course of its business; and

ii. require the Customer to deliver up all the Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Goods are stored in order to recover them.

(a) FS.COM shall ensure that, on delivery and for the applicable Warranty Term, the Goods supplied by FS.COM under the Contract shall:

i. conform in all material respects with their description;

ii. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by FS.COM;

iii  be free from material defects in design, material and workmanship; and

iv. comply with all Applicable Laws.

(b) If you are a business Customer then, subject to clause 6(c), if you give notice in writing to FS.COM during the Warranty Term and within a reasonable time of discovery that some or all of the Goods do not comply with the warranties set out in clause 6(a) and FS.COM is given a reasonable opportunity of examining such Goods, FS.COM shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. The remedies set out in this clause 6(b) shall be the sole remedy of business Customers for any breach of the warranties set out in clause 6(a). These Terms shall apply to any repaired or replacement Goods supplied by FS.COM.

(c) Where the Customer is a business, FS.COM shall not be liable for the Goods' failure to comply with the warranties set out in clause 6(a) to the extent that:

i. the Customer makes any further use of the Goods after giving notice in accordance with clause 6(b);

ii. the defect arises because the Customer failed to follow FS.COM's oral or written instructions as to the storage, installation, commissioning, operation, use or maintenance of the Goods or (if there are none) good trade practise regarding the same;

iii. the defect arises as a result of FS.COM following any drawing, design or specification supplied by the Customer;

iv. the defect arises as a result of any errors or omissions in any information or instructions provided to FS.COM by the Customer in connection with the Goods;

v. the Customer alters or repairs such Goods without FS.COM’s written consent; or

vi. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

(d) Where the Customer is a consumer, the Consumer Rights Act 2015 requires that any Goods supplied by FS.COM must be:

i. as described;

ii. fit for purpose; and

iii. of satisfactory quality.

(e) During the expected lifespan of the Goods, a consumer Customer has the following legal rights within the following timescales from completion of delivery of the Goods:

i. up to 30 days: to obtain a refund if the Goods are faulty;

ii. up to 6 months: if the Goods are faulty, to require FS.COM to repair or replace such Goods. If the Goods cannot be repaired or replaced, the Customer shall be entitled to a full refund (in most cases);

iii. up to 6 years: if the Goods do not last for a reasonable length of time, a consumer Customer may be entitled to a partial refund.

(f) If the Goods supplied by FS.COM to a consumer Customer are digital content then:

i. if that digital content is faulty, that Customer is entitled to a repair or a replacement of the digital content;

ii. if the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, that Customer can obtain a full or partial refund; or

iii. if the Customer can show that the fault has damaged the Customer’s device and FS.COM has not used reasonable care and skill in providing the digital content, the Customer may be entitled to a repair of the device or compensation for the damage.

(2) If you as a consumer make use of your right of withdrawal according to section 1, you shall bear the regular costs of the return shipment.

(3) In all other respects, the right of revocation shall be governed by the provisions set out in detail in the following.

(a) FS.COM shall provide the Services (including any Deliverables) to the Customer in accordance with any applicable Services Specification in all material respects.

(b) FS.COM shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

(c) FS.COM warrants to the Customer that the Services (including any Deliverables) will be provided using reasonable care and skill.

(d) FS.COM shall not be liable for any failure of the Deliverables to comply with any applicable Services Specification to the extent that such failure arises as a result of:

i. he Customer failing to follow FS.COM's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Deliverables or (if there are none) good trade practise regarding the same;

ii. any errors or omissions in any information or instructions provided to FS.COM by the Customer in connection with the Deliverables; or

iii. the Customer modifying such Deliverables without FS.COM’s written consent.

(a) The Customer shall:

i. ensure that the terms of the Order are complete and accurate;

ii. co-operate with FS.COM in all matters relating to the Services;

iii. where applicable, provide FS.COM in a timely manner with such access to the Customer's premises, systems, personnel and facilities as is reasonably required by FS.COM in order to provide the Services;

iv. provide FS.COM in a timely manner with such data, information and materials as FS.COM may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

v. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

vi. comply with all Applicable Laws, including health and safety laws, relating to the Goods and/or Services; and

vii. be responsible for the integration of any Goods or software Deliverables with the Customer’s systems, unless otherwise agreed in writing between the parties.

(b) If FS.COM's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

i. without limiting or affecting any other right or remedy available to it, FS.COM shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays FS.COM's performance of any of its obligations;

ii. FS.COM shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from FS.COM's failure or delay to perform the Services; and

iii. the Customer shall reimburse FS.COM on written demand for any costs or losses sustained or incurred by FS.COM arising directly or indirectly from the Customer Default and/or be liable for any additional charges issued by FS.COM in relation to additional work that FS.COM is required to undertake or additional costs that FS.COM is required to incur as a result of the Customer Default.

(c) All Goods supplied by FS.COM under the Contract are intended for use in and to remain within the UK. If the Customer purchases Goods from FS.COM for resale and intends to export such Goods outside the UK, it shall be the Customer’s responsibility to obtain any necessary export or import licences and to comply with the trade laws and regulations of the applicable country of delivery. FS.COM shall have no liability whatsoever regarding the export by the Customer of any such Goods.

(a) The prices of the Goods and/or Services will be as quoted on our online shop at the time the Customer submits their order. FS.COM takes all reasonable care to ensure that the prices of Goods and/or Services are correct at the time when the relevant information was entered onto the system. However, clause 9(e) below sets out what happens if FS.COM discovers an error in the price of Goods ordered by the Customer.

(b) The prices of the Goods and/or Services exclude VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. Where required by Applicable Laws, the Customer shall additionally be liable to pay VAT to FS.COM at the prevailing rate, subject to the receipt of a valid VAT invoice.

(c) The price of the Goods does not include delivery charges or the cost of packaging or, where applicable, customs duties and fees or any other public charges for deliveries of Goods outside the UK. Any such additional charges shall be as notified to the Customer during the check-out process, before the Customer confirms their Order.

(d) Prices for the Goods and delivery charges and for the Services may change from time to time, but such changes will not affect any Order already placed by the Customer.

(e) FS.COM sells a large number of Goods and Services through its online shop. If, despite FS.COM’s reasonable efforts, some of the Goods or Services in the online shop are incorrectly priced:

i. where the correct price of the Goods or Services is less than the price stated in the online shop, FS.COM will charge the lower amount when dispatching the Goods or before providing the Services; and

ii. if the correct price of the Goods or Services is higher than the price stated in the online shop, FS.COM will contact the Customer as soon as possible to inform them of this error and to give them the option of continuing to purchase the Goods or Services at the correct price or cancelling their Order. FS.COM will not process the Order until it has obtained the Customer’s instructions. If FS.COM is unable to contact the Customer using the contact details they provided during the ordering process, FS.COM will treat the Order as cancelled and notify the Customer in writing. However, if FS.COM mistakenly accepts and processes the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, FS.COM may cancel supply of the Goods or Services and refund any sums the Customer has paid.

(f) Payment for Goods, Services and any delivery or other charges is to be made by the Customer at the time of placing an Order, unless otherwise agreed in writing with FS.COM.

(g) FS.COM accepts payment by several methods, which are set out in the “Payment Methods Policy” at https://www.fs.com/uk/payment_methods.html.

(h) Where the Customer is a business it must pay all amounts due to FS.COM under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

(i) If the Customer fails to make any payment due to FS.COM under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such 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 judgement. The Customer shall pay the interest together with the overdue amount. This clause shall not apply to payments that the Customer disputes in good faith.

(a) All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by FS.COM.

(b) FS.COM grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, non-global, non-exclusive, royalty-free licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business. The Customer shall not sub-licence, assign or otherwise transfer the rights granted by this clause 10(b)

(c) The Customer grants FS.COM a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to FS.COM for the term of the Contract for the purpose of providing the Services to the Customer.

(a) Subject to clause 14(g), FS.COM at its sole expense, agrees to defend the Customer against any third-party claim that the Customer’s use of any Goods and/or Services in accordance with the Contract, directly infringes that third party's Intellectual Property Right (an “Infringement Claim”), and indemnify the Customer from the resulting costs and damages finally awarded against the Customer to such third party by a court of competent jurisdiction or agreed to in settlement, provided that:

i. the Customer promptly notifies FS.COM in writing of the Infringement Claim;

ii. FS.COM has sole control of the defence of the claim and all related settlement negotiations;

iii. the Customer provides FS.COM with the information, assistance and authority to enable FS.COM to perform its obligations under this clause 11(a); and

iv. the Customer makes no admission of liability and does not compromise the ability of FS.COM to defend the claim. The Customer may not settle or compromise any Infringement Claim without FS.COM’s prior written consent.

(b) In any action based on an Infringement Claim, FS.COM, at its option and expense, will either: (i) procure the right for the Customer to continue using the Goods and/or the Services in accordance with the Contract; (ii) make modifications to or replace the Goods and/or Services so that the infringing Goods and/or Services become non-infringing without incurring a material diminution in performance or function; or (iii) terminate the Customer’s right to use the infringing Goods and/or Services and issue a refund to the Customer.

(c) FS.COM shall have no liability or obligations for an Infringement Claim pursuant to this clause 11 to the extent that it results from:

i. modifications to the Goods and/or Services made by a party other than FS.COM or a party under the direct control of FS.COM;

ii. use of the Goods and/or Services outside the scope of the Contract;

iii. FS.COM’s use of any designs, instructions, specifications, or the like, provided by the Customer, if any; or

iv. the Customer’s continued use of the Goods and/or Services after it has received notice of the Infringement Claim.

This clause 11(c) sets out the Customer’s sole and exclusive remedies and FS.COM’s entyre liability with respect to claims subject to indemnification under this clause.

(d) The Customer shall defend and indemnify FS.COM against all losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim brought against FS.COM by a third party that the Goods and/or Services of FS.COM infringe that third party’s Intellectual Property Rights where those Goods and/or Services have been built or provided in accordance with the designs or instructions of the Customer, provided that:

i. the Customer is given prompt notice of any such claim;

ii. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

iii. the Customer is given sole authority to defend or settle the claim.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12(b).

(b) Each party may disclose the other party's confidential information:

i. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

(a) Any personal information provided to FS.COM by a Customer will be dealt with in line with FS.COM’s Privacy Policy available [here], which explains what information FS.COM collects and holds and how FS.COM collects, stores, uses and shares such information.

(a) The Customer agrees that the express obligations of and warranties given by FS.COM in these Terms are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Contract including (without limitation) as to the condition, quality performance, satisfactory quality or fitness for purpose of the Goods, the Services, or any part of them.

(b) The Customer acknowledges that FS.COM’s obligations and liabilities in respect of the Goods and the Services are exhaustively defined in these Terms.

(c) Neither party may benefit from the limitations and exclusions set out in this clause 14 in respect of any liability arising from its deliberate default.

(d) Nothing in this clause 14 shall limit the Customer’s payment obligations under the Contract.

(e) Nothing in the Contract excludes or limits any liability of either party which cannot legally be limited, including liability for:

i. death or personal injury caused by negligence;

ii. fraud or fraudulent misrepresentation; or

iii. 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 (title and quiet possession).

(f) The Customer is responsible for the consequences of their operation and use of the Goods and any Deliverables and acknowledges that FS.COM will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise.

(g) Subject to clauses 14(c) and 14(e), FS.COM’s total liability to the Customer (whether in contract, tort, including negligence or otherwise) arising under or in connection with the Contract, including in respect of the indemnity at clause 11(a) shall be limited to the lesser of (i) £50,000 or (ii) the total value of the relevant Order in respect of which a claim is made.

(a) Nothing in the Contract excludes or limits any liability of either party which cannot legally be limited, including liability for:

i. death or personal injury caused by negligence; or

ii. fraud or fraudulent misrepresentation.

(b) If FS.COM breaches these Terms or is negligent, FS.COM is liable to a consumer Customer for foreseeable loss or damage that they suffer as a result. In this context, “foreseeable” means that, at the time the Contract was made, it was either clear that such loss or damage would occur or both parties knew that it might reasonably occur, as a result of something FS.COM did (or failed to do).

(c) FS.COM is not liable to a consumer Customer for any loss or damage that was not foreseeable or any loss or damage not caused by FS.COM’s breach or negligence. Any Goods that FS.COM supplies to a consumer Customer are for that Customer’s personal, domestic and non-business use only, and therefore FS.COM is not liable to a consumer Customer for any business loss or damage.

(a) Where the Customer is a consumer and has purchased Goods or Services online, subject to the exceptions set out in clauses 16(b) and 16(e), the Customer may cancel their Order and receive a refund of any sums paid, including any delivery costs.

(b) Where a consumer Customer has purchased Goods, the Customer may cancel their Order by notifying FS.COM within 14 days from the day after delivery of the Goods is completed, unless one of the following exceptions applies:

i. the Goods were manufactured to the Customer’s specification or were clearly personalised;

ii. the Goods had a protective seal and that seal has been broken;

iii. the Goods are digital Goods and the Customer has started to download or stream them; or

iv. the Goods have become inseparably mixed with other items following their delivery.

(c) The Customer must return the Goods to FS.COM (at the Customer’s cost unless agreed otherwise with FS.COM) within 14 days of notifying FS.COM of the cancellation of their Order.

(d) The cancelled Goods must be returned to FS.COM in a new and unused condition and, to the extent possible, in their original packaging. FS.COM may make a deduction from the refund amount if the Customer has handled the Goods in a way that has diminished their value, if such handling was beyond what is necessary to establish the nature, characteristics and functioning of the Goods. The Customer is responsible for the Goods while they are in the Customer’s possession.

(e) Where a consumer Customer has purchased Services, the Customer may cancel their Order by notifying FS.COM within 14 days of placing their Order unless the Services have been completed. If the Customer has used the Services prior to cancelling their Order but those Services have not been completed, the Customer shall not be eligible for a refund for the period of time that they used the Services before cancelling the Order.

(f) FS.COM will issue the refund to the Customer as soon as possible and within 14 days of receiving the cancelled Goods from the Customer or within 14 days of the Customer notifying FS.COM of the cancellation of Services. FS.COM will issue the refund using the same method as the Customer used for payment.

(a) Without limiting or affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other Party if the other party:

i. commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;

ii. repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

iii. takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogueous procedure in the relevant jurisdiction; or

iv. suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business.

(b) Without limiting or affecting any other right or remedy available to it, FS.COM may suspend the supply of Services or all further deliveries of Goods under the Contract if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

(c) On termination of the Contract, the Customer shall immediately pay to FS.COM all of FS.COM's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, FS.COM shall submit an invoice, which shall be payable by the Customer immediately on receipt.

(d) Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

(e) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

(a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.

(a) Entyre agreement. Where the Customer is a business, the Contract constitutes the entyre agreement between FS.COM and the Customer in relation to its subject matter and the Customer acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

(b) Assignment and other dealings. The Customer may not assign, transfer or deal in any other manner with all or any of their rights or obligations under the Contract without the prior written consent of FS.COM. FS.COM may assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract at any time.

(c) Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. 

(d) Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

(e) No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

(f) Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

(g) Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

(h) Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

(i) Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).