terms & conditions

the legal bit

Terms and Conditions for the Supply of Goods and Services

The Customer’s attention is drawn in particular to Clause 11.

1. Definitions and Interpretation

(a) The following definitions apply to these terms:

Business Day: Any day except Saturdays, Sundays, or public holidays in England, when banks in London are open for business.
Commencement Date: Defined in Clause 2.2.
Conditions: These terms and conditions, as amended over time under Clause 15.8.
Contract: The agreement between RightFM Ltd. and the Customer for supplying Goods, Services, or both under these Conditions.
Control: Defined by section 1124 of the Corporation Tax Act 2010, including changes in control.
Customer: The individual or business buying Goods, Services, or both from RightFM Ltd.
Deliverables: The items created by RightFM Ltd. for the Customer in line with an Order.
Delivery Location: Defined in Clause 4.2.
Force Majeure Event: Defined in Clause 14.
Goods: The products outlined in the Order.
Goods Specification: The most recent specification for the Goods, including relevant plans and drawings, provided in writing by RightFM Ltd.
Intellectual Property Rights: Patents, trademarks, copyrights, trade secrets, and related rights—both registered and unregistered—on a global scale.
Order: The Customer’s request for Goods, Services, or both, as detailed in their purchase order or acceptance of RightFM Ltd.’s quotation, provided it has been agreed upon by RightFM Ltd.
Services: The services, including Deliverables, supplied by RightFM Ltd. as detailed in the Order.
Service Specification: The most recent written description of the services to be delivered by RightFM Ltd.
Supplier: RightFM Ltd., registered in England and Wales.
Supplier Materials: Defined in Clause 8.1.8.
UK GDPR: Defined by section 3(10) of the Data Protection Act 2018.
Warranty Period: Defined in Clause 5.1.

(b) Rules for interpreting these Conditions:

(i) A “person” includes individuals, companies, and organisations.
(ii) References to a “party” include successors and approved replacements.
(iii) References to legislation include amendments and related subordinate laws.
(iv) Terms like “including” or “for example” are illustrative, not limiting.
(v) References to “writing” or “written” include emails, but not faxes.

2. Basis of Contract

2.1 The Order is the Customer’s offer to purchase Goods, Services, or both under these Conditions.
2.2 The Order becomes binding when RightFM Ltd. confirms acceptance in writing (Commencement Date).
2.3 Any samples, drawings, or advertisements provided by RightFM Ltd. are only for illustrative purposes and do not form part of the Contract.
2.4 These Conditions override any terms proposed by the Customer or implied by law, custom, or practice.
2.5 Quotes issued by RightFM Ltd. are not binding offers and are valid for 28 Business Days from their issue date.
2.6 These Conditions apply to both Goods and Services unless stated otherwise.
2.7 The Customer cannot rely on terms in their own documents that contradict these Conditions.

3. Goods

3.1 The Goods will match the description in the Goods Specification.
3.2 RightFM Ltd. may adjust the Goods Specification if required by laws or regulations and will inform the Customer of any changes.

4. Delivery of Goods

4.1 RightFM Ltd. will:
- Include a delivery note with each shipment showing the Order date, reference numbers, type and quantity of Goods, and any special instructions (e.g., storage). For instalments, the note will state the remaining balance.
- Clearly state any packaging material to be returned, which the Customer must make available for collection. Packaging returns will be at RightFM Ltd.’s cost.
4.2 Goods will be delivered to the location specified in the Order or as agreed by both parties (“Delivery Location”) once RightFM Ltd. notifies the Customer that they are ready.
4.3 Delivery is considered complete when the Goods are unloaded at the Delivery Location.
4.4 Delivery times are approximate, and RightFM Ltd. is not liable for delays caused by Force Majeure Events or the Customer’s failure to provide necessary instructions.
4.5 If RightFM Ltd. fails to deliver the Goods, liability is limited to the costs of obtaining replacement goods, minus the price of the Goods. RightFM Ltd. is not liable for delivery failures caused by Force Majeure Events or insufficient instructions from the Customer.
4.6 If the Customer does not accept delivery within three Business Days of notification:
- Delivery will be considered complete at 9.00 am on the third Business Day after notification.
- RightFM Ltd. will store the Goods at the Customer’s expense (including insurance).
4.7 If the Customer has not accepted delivery after ten Business Days, RightFM Ltd. may resell or dispose of the Goods and charge the Customer for any shortfall below the agreed price.
4.8 If the Goods delivered differ by up to 5% in quantity from the Order, the Customer cannot reject them. However, RightFM Ltd. will adjust the invoice proportionally.
4.9 Goods may be delivered in instalments. Each instalment is treated as a separate contract, and issues with one instalment do not affect others.

5. Quality of Goods

5.1 RightFM Ltd. guarantees that, on delivery and for 12 months after delivery (the “Warranty Period”), the Goods will:
5.1.1 Match the description in the Goods Specification.
5.1.2 Be free from significant defects in design, materials, and workmanship.
5.1.3 Be of satisfactory quality, as defined by the Sale of Goods Act 1979.
5.2 If:
5.2.1 The Customer notifies RightFM Ltd. in writing during the Warranty Period and within a reasonable time of discovering that some or all Goods do not meet the warranty in clause 5.1;
5.2.2 RightFM Ltd. is given a reasonable opportunity to inspect the Goods; and
5.2.3 The Customer (if requested) returns the Goods to RightFM Ltd.’s business premises at the Customer’s expense,
then RightFM Ltd. will, at its discretion:
- (a) Repair the defective Goods.
- (b) Replace the defective Goods.
- (c) Refund the full price of the defective Goods.
5.3 However, RightFM Ltd. will not be responsible if:
5.3.1 The Customer continues to use the Goods after notifying RightFM Ltd. of the defect.
5.3.2 The Customer fails to follow RightFM Ltd.’s instructions (oral or written) for storage, installation, use, or maintenance.
5.3.3 The defect arises from drawings, designs, or specifications provided by the Customer.
5.3.4 The Goods are altered or repaired without RightFM Ltd.’s written consent.
5.3.5 The defect is due to normal wear and tear, deliberate damage, negligence, or abnormal conditions.
5.3.6 The Goods differ from the Goods Specification because of changes made to meet legal or regulatory requirements.
5.4 Except as stated in Clause 5, RightFM Ltd. has no further liability for defects in the Goods.
5.5 The same Conditions apply to any repaired or replacement Goods supplied by RightFM Ltd.

6. Title and Risk

6.1 Responsibility (risk) for the Goods passes to the Customer once delivery is complete.
6.2 Ownership (title) of the Goods remains with RightFM Ltd. until:
6.2.1 RightFM Ltd. has received full payment (in cash or cleared funds) for the Goods and any other items supplied to the Customer. Ownership will transfer at the time of full payment.
6.3 Until ownership transfers, the Customer must:
6.3.1 Store the Goods separately so they are easily identifiable as RightFM Ltd.’s property.
6.3.2 Not remove or obscure any labels or packaging.
6.3.3 Keep the Goods in good condition and insured for their full value on behalf of RightFM Ltd.
6.3.4 Inform RightFM Ltd. immediately if the Customer experiences financial difficulties (as described in clauses 12.1.2 to 12.1.4).
6.3.5 Provide RightFM Ltd. with information about:
- The Goods.
- The Customer’s financial situation, if reasonably requested.
6.4 The Customer cannot resell or use the Goods until they have paid RightFM Ltd. in full.
6.5 Before ownership passes, RightFM Ltd. may require the Customer to return all Goods in their possession (as long as they haven’t been permanently incorporated into another product). If the Customer does not comply, RightFM Ltd. may enter the Customer’s premises, or third-party premises, to recover the Goods.

7. Supply of Services

7.1 RightFM Ltd. will deliver the services to the Customer in accordance with the Service Specification.
7.2 RightFM Ltd. will make reasonable efforts to meet the performance dates specified in the Service Specification or as otherwise agreed in writing. However, these dates are estimates, and time is not of the essence in providing the services.
7.3 RightFM Ltd. reserves the right to adjust the Service Specification if necessary to comply with legal or regulatory requirements, or if the adjustment does not significantly affect the nature or quality of the services. RightFM Ltd. will inform the Customer of such changes.
7.4 RightFM Ltd. guarantees that the services will be provided with reasonable care and skill.
7.5 If the Customer fails to provide access to their premises, facilities, or other necessary resources on the agreed date, or does not fulfil their obligations under the Contract, the Customer must compensate RightFM Ltd. for any resulting costs, losses, or liabilities. This includes, but is not limited to, wasted labour, equipment hire, transportation, accommodation costs, and any loss of profit.

8. Customer’s Obligations

8.1 The Customer must:
8.1.1 Ensure all details in the Order and any specifications provided are complete and accurate.
8.1.2 Work with RightFM Ltd. on all matters related to the services.
8.1.3 Provide RightFM Ltd., its employees, and subcontractors with access to necessary premises, offices, and facilities.
8.1.4 Provide the information and materials that RightFM Ltd. reasonably requires to perform the services, ensuring accuracy and completeness.
8.1.5 Prepare the premises for service delivery.
8.1.6 Secure any licences, permissions, or consents needed before the services begin.
8.1.7 Follow all applicable laws, including health and safety regulations.
8.1.8 Keep all property and materials belonging to RightFM Ltd. (“Supplier Materials”) safe, maintain them in good condition, and use them only as authorised in writing.
8.1.9 Comply with additional obligations outlined in the Service Specification or Goods Specification.
8.2 If RightFM Ltd.’s obligations are delayed or prevented due to the Customer’s failure to meet these responsibilities (“Customer Default”):
8.2.1 RightFM Ltd. may suspend service delivery until the Customer resolves the issue, and RightFM Ltd. will not be held accountable for delays or non-performance caused by the Customer Default.
8.2.2 RightFM Ltd. will not be responsible for any costs or losses incurred by the Customer due to these delays or failures.
8.2.3 The Customer must reimburse RightFM Ltd. for any losses or costs incurred due to the Customer Default.

9. Charges and Payment

9.1 Price for Goods:
9.1.1 The price will be as stated in RightFM Ltd.’s quotation (confirmed in the Customer’s Order) or, if no price was quoted, based on the most recent price list provided by RightFM Ltd.
9.1.2 Prices exclude costs for packaging, insurance, and transportation, which will be invoiced separately.
9.2 Charges for Services:
9.2.1 Service charges will align with the rates set out in RightFM Ltd.’s quotation (confirmed in the Customer’s Order) or, if not quoted, based on the most recent fee rates provided by RightFM Ltd.
9.2.2 Daily rates are calculated for an eight-hour workday (8:00 am–5:00 pm) on Business Days.
9.2.3 RightFM Ltd. may charge the Customer for reasonable expenses incurred by its personnel (e.g., travel, accommodation, meals) and for the costs of third-party services or materials needed to deliver the services.
9.3 Price Adjustments: RightFM Ltd. may increase prices or service charges by giving written notice to the Customer, for reasons such as:
9.3.1 Increases in costs beyond RightFM Ltd.’s control (e.g., exchange rates, taxes, material or labour costs).
9.3.2 Customer requests for changes to the delivery schedule, quantities, or specifications.
9.3.3 Delays caused by inadequate or incorrect information or instructions from the Customer.
9.4 Invoicing:
- (i) For Goods, RightFM Ltd. will invoice after delivery.
- (ii) For Services, invoices will be issued upon completion or weekly in arrears, at RightFM Ltd.’s discretion.
9.5 Payment Terms: The Customer must pay invoices:
9.5.1 Within 30 days of the invoice date.
9.5.2 In full to the bank account specified by RightFM Ltd.
9.6 All payments exclude VAT, which the Customer must pay upon receiving a valid VAT invoice.
9.7 Late payments will incur interest at 4% per year above the Bank of England base rate (or at 4% when the base rate is below 0%), calculated daily from the due date until payment is made.
9.8 Payments must be made in full without deductions, set-offs, or counterclaims (except where required by law).

10. Intellectual Property Rights

10.1 All intellectual property rights related to the services (excluding those in materials provided by the Customer) will belong to RightFM Ltd.
10.2 RightFM Ltd. grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence (valid during the Contract term) to copy and modify the Deliverables (excluding Customer-provided materials) solely for use in the Customer’s business.
10.3 The Customer cannot sub-license, transfer, or assign the rights granted in Clause 10.2.
10.4 The Customer grants RightFM Ltd. a fully paid-up, non-exclusive, royalty-free licence (valid during the Contract term) to copy and modify materials provided by the Customer for delivering the services. The Customer must compensate (indemnify) RightFM Ltd. for any liabilities, costs, or losses (including legal and professional costs) incurred due to claims that the Customer’s materials infringe on a third party’s intellectual property rights. This obligation remains even after the Contract ends.

11. Indemnity and Limitation of Liability

11.1 This clause reflects the insurance coverage RightFM Ltd. has arranged. The Customer is responsible for insuring against any additional liability. Evidence of RightFM Ltd.’s insurance can be provided upon request.
11.2 “Liability” in this clause includes all types of responsibility arising from the Contract (e.g., breach of contract, negligence, misrepresentation).
11.3 Neither party can benefit from the liability limits in this clause for deliberate wrongdoing.
11.4 Liability cannot be limited for:
11.4.1 Death or injury caused by negligence.
11.4.2 Fraud or fraudulent misrepresentation.
11.4.3 Breach of legal guarantees for title and quiet possession.
11.4.4 Defective products under the Consumer Protection Act 1987.
11.5 For each Order, RightFM Ltd.’s total liability to the Customer is capped at 100% of the total amount paid or payable by the Customer for that Order.
11.6 RightFM Ltd. is not responsible for the following types of loss:
11.6.1 Lost profits.
11.6.2 Lost sales or business opportunities.
11.6.3 Lost agreements or contracts.
11.6.4 Missed savings.
11.6.5 Loss or corruption of software, data, or information.
11.6.6 Damage to reputation or goodwill.
11.6.7 Indirect or consequential losses.
However, any amounts the Customer pays to RightFM Ltd. for Goods or Services not provided according to the Contract are not excluded under Clause 11.6.
11.7 RightFM Ltd.’s commitments regarding compliance with Goods and Services specifications are outlined in Clauses 5 and 7. Therefore, implied terms under the Sale of Goods Act 1979 (sections 13–15) and the Supply of Goods and Services Act 1982 (sections 3–5) do not apply to the fullest extent allowed by law.
11.8 The Customer must indemnify RightFM Ltd. against liabilities, costs, and losses (including direct, indirect, and consequential losses) arising from any breach of the Contract by the Customer.
11.9 This clause will remain in effect even after the Contract ends.

12. Termination

12.1 Either party can terminate the Contract immediately by providing written notice if:
12.1.1 The other party commits a significant breach of the Contract and fails to fix it within 14 days of receiving written notice.
12.1.2 The other party begins steps toward administration, liquidation, or similar financial arrangements (unless as part of a solvent restructuring).
12.1.3 The other party stops or threatens to stop all or a major part of their business.
12.1.4 The other party’s financial position deteriorates to the point where fulfilling the Contract is in doubt.
12.2 RightFM Ltd. can terminate the Contract immediately if:
12.2.1 The Customer does not pay amounts owed on the due date.
12.2.2 The Customer fails to:
- Provide access to premises or facilities required for delivering the services, or
- Accept the delivery of goods on the agreed date.
12.2.3 There is a change in ownership or control of the Customer.
12.3 RightFM Ltd. can terminate the Contract or cancel an Order at any time with at least 10 days’ written notice. No further obligations will be owed to the Customer for that Order, nor any liability for any losses or damages incurred by the Customer.
12.4 RightFM Ltd. may suspend services or deliveries if the Customer fails to make payments, becomes subject to any events outlined in Clause 12.1.2–12.1.4, or if RightFM Ltd. reasonably believes the Customer is at risk of these events.

13. Consequences of Termination

13.1 Upon termination:
13.1.1 The Customer must immediately pay any outstanding invoices. For goods or services already delivered but not yet invoiced, RightFM Ltd. will submit an invoice that must be paid immediately.
13.1.2 The Customer must return any Supplier Materials, Deliverables, or unpaid Goods. If the Customer fails to do so, RightFM Ltd. can enter the Customer’s premises to retrieve them. The Customer remains responsible for keeping these items safe until they are returned and must not use them for unrelated purposes.
13.2 Termination does not affect rights or obligations that arose before termination, including the right to claim damages for breaches that existed prior to termination.
13.3 Any parts of the Contract intended to remain effective after termination will continue to apply.

14. Force Majeure

Neither party will be liable for delays or failures to perform caused by circumstances beyond their control (a Force Majeure Event). The time for fulfilling obligations will be extended accordingly.

15. General

15.1 Assignment and Dealings
15.1.1 RightFM Ltd. may transfer, subcontract, or manage its rights and obligations under the Contract as needed.
15.1.2 The Customer cannot transfer or delegate their rights or obligations without RightFM Ltd.’s written consent.
15.2 Notices
15.2.1 Notices must be in writing and can be:
- Delivered by hand or by pre-paid first-class post to the recipient’s registered office or principal business address.
- Sent by email to the address used for the Supplier’s quote or the Customer’s Order.
15.2.2 Notices are considered received:
- When delivered by hand, at the time of delivery.
- If posted, at 9:00 am on the second Business Day after posting.
- If emailed, at the time of sending (or at 9:00 am on the next Business Day if sent outside business hours).
15.2.3 This clause does not apply to legal documents or proceedings.
15.3 Severance If any part of the Contract is deemed invalid, it will be removed, but the rest of the Contract remains valid. The parties will negotiate in good faith to replace the invalid part with one that achieves the same goal.
15.4 Waiver
15.4.1 Waivers of rights or remedies are only valid if given in writing.
15.4.2 Delays or partial exercises of rights do not waive further enforcement of those or other rights.
15.5 No Partnership or Agency This Contract does not create a partnership, joint venture, or agency relationship between the parties. Neither party can act on behalf of or commit the other.
15.6 Entire Agreement
15.6.1 The Contract represents the complete agreement between the parties.
15.6.2 Both parties agree they have not relied on any representations not included in the Contract.
15.7 Third Party Rights The Contract does not grant rights to third parties to enforce its terms.
15.8 Variation Changes to the Contract must be in writing and signed by both parties.
15.9 Governing Law The Contract is governed by the laws of England and Wales.
15.10 Jurisdiction Disputes will be resolved exclusively in the courts of England and Wales.

*We may update this policy from time to time, and any changes will be reflected on this page.