1. Definitions

1.1. “Company” refers to Tanalia Ltd, its employees, agents, and authorized representatives.

1.2. “Client” refers to any individual, firm, or corporate body purchasing goods or services from the Company.

1.3. “Goods” or “Products” refer to any print, packaging, signage solutions, or related items produced or supplied by the Company.

1.4. “Customized Products” means any Products that are created or personalized in accordance with the Client’s specifications, including but not limited to design, colour, size, or branding.

1.5. “Advance” refers to any partial or deposit payment of the total cost that the Client must pay prior to the commencement of design, artwork, or production services, as agreed between the Company and the Client.

1.6 “Design” refers to any conceptual or creative work—including but not limited to graphics, layouts, illustrations, or any other artistic elements—prepared by or on behalf of the Company in connection with the Goods. This can include digital files, physical prototypes, or conceptual drafts shared with the Client for review and approval

2. Scope

2.1. These T&Cs apply to all orders placed with the Company. By placing an order, the Client agrees to be bound by these T&Cs.

2.2. No variation to these T&Cs shall be binding unless agreed in writing by an authorized representative of the Company.

3. Orders & Artwork Approval

3.1. Order Confirmation

All orders must be confirmed in writing (via email or other agreed method).

3.2. Artwork Creation

The Company will commence the design or artwork services only upon receipt of an advance payment (the “Advance”) in an amount agreed between the parties prior to starting work. All further payments shall be made as subsequently agreed in writing by both parties.

3.3. Proofing

Prior to production, the Client will receive a proof or sample for approval. It is the Client’s responsibility to check all details—such as layout, spelling, colours, dimensions—before providing approval to proceed.

3.4. Client Amendments

Any amendments requested after the initial artwork has been approved may incur additional charges, which the Client agrees to pay before further production work is carried out.

4. Pricing & Payment

4.1. Quotes

All prices quoted by the Company are valid for 30 days unless otherwise specified.

4.2. Upfront Payment

Payment must be made before any artwork is created or any production work commences. The Company will provide an invoice or request for payment detailing the amount due.

4.3. Methods of Payment

The Company accepts payment by bank transfer, credit card, or other methods as specified.

4.4. Late Payment

If any sum due remains unpaid, the Company reserves the right to suspend or cancel any future deliveries or services for the Client and may charge interest on any overdue amount in accordance with the UK Late Payment of Commercial Debts (Interest) Act 1998.

5. Production & Delivery

5.1. Lead Times

Estimated production and delivery times are provided for guidance only and do not form a contractual commitment.

5.2. Delivery

The Company will organise transport for the Goods to the Client’s specified address, unless the Client requests in writing to arrange for their own shipment or collection. If the Client chooses to arrange their own shipment or collection, delivery shall be deemed to take place at the Company’s premises, and the Company shall not be liable for any damage, delay, or loss once the Goods have been collected. All associated delivery costs, whether arranged by the Company or otherwise, must be agreed in advance and will be payable by the Client.

5.3. Risk & Title

Risk in the Goods passes to the Client upon delivery/collection. Title (ownership) of the Goods remains with the Company until full payment has been received and cleared.

6. Returns & Refunds

6.1 Exclusion of Returns for Non-Defective Customized Goods

Where any Goods have been customized or produced to the Client’s specific requirements, the Company does not accept returns or refunds for change of mind, personal preference, or any other non-defective reasons. For non-customized Goods, any applicable returns policy is set out in Clause [6.2] or elsewhere in these Terms & Conditions, subject to compliance with all relevant UK consumer laws and regulations.

6.2. Defective Goods

If the Client believes that any Goods (whether customized or not) are defective or do not conform to the agreed specifications, the Client must notify the Company in writing within 48 hours of delivery, providing full details of the alleged defect. The Company may require the Client to return samples of the allegedly defective Goods for inspection before determining whether they are indeed defective. If the Goods are confirmed to be defective due to the Company’s fault, the Company will proceed in accordance with Clause [6.3] (Inspection & Repairs/Replacement) to repair, replace, or refund the defective items as appropriate. Failure to notify the Company within the specified timeframe, or to provide requested samples for inspection, may limit or void the Client’s right to seek remedies under these Terms & Conditions

6.3. Inspection & Repairs/Replacement

Upon receiving notification under Clause [6.2], and any requested samples or the full shipment of the allegedly defective Goods, the Company will carry out an inspection to verify whether the Goods are indeed defective due to the Company’s fault. If the Goods are confirmed to be defective, the Company shall, at its sole discretion, either repair or replace the defective items or offer a refund if repair or replacement is not reasonably feasible. The remedies provided in this Clause [6.3] are the Client’s sole and exclusive remedies for defective Goods, except as otherwise required by applicable law.

6.4. Exclusions & Limitations

The Company shall not be responsible for defects or damage to the Goods arising from misuse, negligence, improper storage, or unauthorized alterations by the Client or any third party. Normal wear and tear or deterioration resulting from regular use also does not constitute a valid defect claim. No returns, replacements, or refunds will be provided in these circumstances unless otherwise required by applicable law.

7. Liability

7.1. Extent of Liability

The Company’s liability for any claim relating to the supply of Goods shall be limited to the amount paid by the Client to the Company in respect of the Goods which are the subject of any such claim.

7.2. Indirect or Consequential Loss

The Company shall not be liable for any indirect or consequential loss or damage whatsoever arising out of, or in connection with, the supply or use of the Goods, including loss of business or profit, whether or not such loss or damage was foreseeable.

7.3. Nothing in these T&Cs shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

8. Intellectual Property & Client Warranties

8.1 Company Designs

The Company retains all intellectual property rights in any designs, artwork, or creative concepts developed by the Company. Unless explicitly transferred in writing, the Client’s purchase of the Goods does not grant ownership of the underlying design files or other intellectual property.

8.2 Client Warranties

The Client warrants and represents that any text, images, designs, or other material (“Client Materials”) supplied to the Company for the production of the Goods (including any proofs, drafts, or final printed items) do not infringe any third-party intellectual property rights, including copyright, trademark, or any other proprietary rights.

8.3 Usage Rights & Permissions

The Client is solely responsible for obtaining any necessary permissions, licenses, or consents from the rightful owners of any copyrighted or trademarked materials. The Company is not obliged to verify the legal right of the Client to use such materials.

8.4 Company’s Limited Role

The Company acts only as a service provider in reproducing and/or designing items based on the Client’s instructions. The Company does not assume any liability or responsibility for the content of the Client Materials or for verifying whether the Client Materials infringe any third-party rights.

8.5 Indemnification

The Client agrees to indemnify and hold harmless the Company from and against all liabilities, damages, claims, costs, and expenses (including reasonable legal fees) that may arise as a result of or in connection with any infringement of intellectual property rights or other rights related to the Client Materials provided to the Company.

8.6 Right to Refuse

The Company reserves the right, at its sole discretion, to refuse or discontinue production of any materials that it believes may infringe any intellectual property rights or applicable laws, or that it deems unlawful or inappropriate.

9. Confidentiality

9.1. Confidential Information

Each party undertakes to keep confidential all information, whether written or oral, concerning the business and affairs of the other party.

9.2. Exceptions

The obligations of confidentiality do not apply to information in the public domain or obtained from a third party not under a duty of confidentiality.

10. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these T&Cs where such failure or delay results from events beyond its reasonable control, including but not limited to strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery, or shortage or unavailability of raw materials.

11. Termination

11.1. Right to Terminate

The Company may terminate or suspend any contract for the supply of Goods if the Client is in breach of these T&Cs and fails to remedy the breach within a reasonable period after written notice.

11.2. Payment Obligations

Any termination shall not affect the Company’s right to recover any money owed up to the date of termination.

12. Governing Law & Jurisdiction

12.1. These T&Cs and any contract between the Company and the Client shall be governed by and construed in accordance with the laws of England and Wales.

12.2. Any dispute arising under or in connection with these T&Cs shall be subject to the exclusive jurisdiction of the English courts.

13. Severability

If any provision of these T&Cs is held to be invalid, illegal, or unenforceable for any reason, that provision shall be deemed severed, and the remainder of the provisions shall continue in full force and effect.

14. Entire Agreement

These T&Cs constitute the entire agreement between the Company and the Client and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written.