Effective Date: January 2026

1. Introduction

These Terms and Conditions govern the provision of goods and services by Partridges UK, operated by [insert full registered company name] (“Partridges”, “we”, “us” or “our”), to its business customers (“Customer”, “you” or “your”).

By placing an order, accepting a quotation, using our services or entering into a service agreement, the Customer agrees to these Terms and Conditions.

These terms apply unless otherwise agreed in writing. Where a separately signed agreement expressly conflicts with these terms, the signed agreement shall take precedence.

2. Our Services

Partridges provides a range of services, including but not limited to:

• Warehousing and stock management.
• Order fulfilment, picking, packing and dispatch.
• Printing, personalisation and mailing services.
• Merchandise sourcing and procurement.
• Distribution, postage and courier services.
• Returns processing and stock reconciliation.
• Online ordering portals, reporting and associated services.

The specific services, pricing, service levels and requirements will be agreed through quotations, service agreements, purchase orders or other written instructions.

We reserve the right to use approved third-party suppliers and subcontractors where reasonably necessary to deliver our services, subject to applicable contractual and data protection obligations.

3. Quotations and Orders

3.1. All quotations are valid for 30 days from the date of issue unless otherwise stated.

3.2. Quotations are based on the information and specifications provided by the Customer. Any changes may result in revised pricing or delivery times.

3.3. Orders are subject to acceptance by Partridges. An order is considered accepted when confirmed in writing or when work has commenced.

3.4. The Customer is responsible for ensuring that all instructions, artwork, specifications, quantities and delivery information are accurate and complete.

3.5. Amendments or cancellations requested after work has commenced may incur additional charges, including costs already committed.

4. Pricing and Payment

4.1. All prices are quoted exclusive of VAT unless otherwise stated.

4.2. Payment terms will be confirmed in the quotation, invoice or service agreement. Unless otherwise agreed, payment is due within 30 days of the invoice date.

4.3. Additional services or costs outside the agreed scope may be charged separately, including additional storage, handling, packaging, postage, returns and administration.

4.4. We reserve the right to review pricing where external costs change, including postage, transport, materials, utilities and third-party supplier charges. Any applicable price changes will be communicated in advance.

4.5. Overdue invoices may be subject to statutory interest and recovery charges in accordance with applicable UK legislation.

4.6. We reserve the right to suspend services for overdue accounts following reasonable written notice, subject to any applicable contractual obligations.

5. Customer Stock and Warehousing

5.1. Stock supplied by the Customer remains the property of the Customer unless otherwise agreed in writing.

5.2. The Customer is responsible for ensuring that goods supplied for storage or fulfilment are appropriately packaged, labelled, accurately documented and suitable for handling and storage.

5.3. Partridges will take reasonable care when receiving, storing, handling and dispatching Customer stock.

5.4. Any discrepancies, damage or shortages identified during goods-in checks will be reported to the Customer within a reasonable period.

5.5. Stock records will be maintained using our warehouse management systems and associated procedures.

5.6. The Customer is responsible for maintaining appropriate insurance for the full replacement value of its goods unless specific insurance arrangements have been agreed in writing.

5.7. Partridges shall not be responsible for deterioration caused by the inherent nature of goods, inadequate packaging, incorrect product information or circumstances outside our reasonable control, except where caused by our negligence or breach of contract.

5.8. Stock counts and reconciliations may be undertaken periodically or upon request. Additional stocktaking services may be chargeable.

6. Fulfilment and Dispatch

6.1. Orders will be processed in accordance with agreed instructions, specifications and service levels.

6.2. The Customer is responsible for providing accurate and complete order information, including delivery addresses, product details and quantities.

6.3. Dispatch times are estimates unless expressly agreed as guaranteed service levels.

6.4. Partridges will take reasonable steps to meet agreed deadlines but cannot guarantee delivery times where these depend on external postal operators, couriers or circumstances outside our control.

6.5. Additional charges arising from incorrect addresses, failed deliveries, returns or customer-requested changes may be passed to the Customer.

6.6. Any claims relating to incorrect fulfilment, shortages or damaged deliveries should be reported promptly, ideally within 7 working days of delivery, to allow an investigation.

7. Printing and Production

7.1. Where artwork, proofs or specifications are supplied for approval, the Customer is responsible for checking and approving all content before production.

7.2. Once a proof has been approved, Partridges shall not be responsible for errors contained within the approved material unless caused by a subsequent error on our part.

7.3. Reasonable variations in colour, positioning, finish and materials may occur due to normal manufacturing tolerances.

7.4. Changes requested after approval or production commencement may incur additional charges.

7.5. All artwork, materials and content supplied by the Customer must comply with applicable laws and intellectual property rights.

8. Postage, Carriage and Delivery

8.1. Postal and courier services are provided through third-party delivery operators, including Royal Mail and other carriers.

8.2. Postage and carriage charges will be calculated in accordance with the applicable service and rates.

8.3. Partridges shall not be responsible for delays caused solely by postal or courier operators where reasonable care has been taken in selecting and instructing the provider.

8.4. Claims for lost, delayed or damaged shipments will be handled in accordance with the applicable carrier’s terms, without excluding any liability that Partridges cannot lawfully exclude.

8.5. International deliveries may be subject to customs duties, taxes, import restrictions and additional handling charges. Unless otherwise agreed, these are the responsibility of the Customer or designated recipient.

9. Returns and Refunds

9.1. Returns will be managed in accordance with the agreed returns procedure or applicable service agreement.

9.2. Goods returned due to a change of mind or customer instruction may be subject to handling, inspection, restocking and carriage charges.

9.3. Bespoke, personalised or made-to-order goods are generally non-returnable unless faulty, incorrectly supplied or otherwise agreed.

9.4. Where an error is confirmed to have been caused by Partridges, we will work with the Customer to agree an appropriate resolution, which may include replacement, correction or refund.

9.5. Where Partridges processes returns on behalf of a Customer, responsibility for determining end-consumer refund eligibility remains with the Customer unless otherwise agreed.

10. Online Ordering Portals and Systems

10.1. Where access to an online ordering portal is provided, the Customer is responsible for ensuring that authorised users maintain the confidentiality of their login credentials.

10.2. The Customer is responsible for orders placed using its authorised accounts, except where arising from a security failure attributable to Partridges.

10.3. We will take reasonable steps to maintain system availability and security. However, uninterrupted access cannot be guaranteed.

10.4. We may temporarily suspend access for essential maintenance, upgrades or security purposes.

10.5. Portal functionality, reporting and integrations will be provided in accordance with the agreed service specification.

11. Data Protection and Confidentiality

11.1. Both parties shall comply with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

11.2. Where Partridges processes personal data on behalf of a Customer, the parties shall enter into an appropriate Data Processing Agreement setting out their respective responsibilities.

11.3. Partridges will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, alteration or disclosure.

11.4. Personal data will only be processed for agreed and lawful purposes, subject to applicable legal requirements.

11.5. Both parties agree to maintain the confidentiality of commercially sensitive information obtained during the business relationship.

11.6. Confidential information shall not be disclosed to third parties except where necessary to perform agreed services, authorised by the other party or required by law.

11.7. Data retention, deletion and return arrangements will be managed in accordance with applicable legislation and the relevant contractual agreement.

12. Quality and Service Standards

12.1. Partridges is committed to delivering services with reasonable care, skill and professionalism.

12.2. We operate documented quality, environmental and information security management procedures.

12.3. Any agreed service levels, key performance indicators or reporting requirements will be documented separately.

12.4. Where service issues occur, we will investigate and take reasonable corrective action.

13. Customer Responsibilities

The Customer agrees to:

• Provide accurate, complete and timely instructions.
• Supply suitable products, materials and information.
• Approve artwork and specifications where required.
• Maintain appropriate insurance for Customer-owned stock.
• Comply with applicable laws and regulations.
• Pay invoices within agreed payment terms.
• Inform Partridges promptly of any issues affecting service delivery.

Partridges shall not be responsible for delays or additional costs directly resulting from the Customer’s failure to meet these responsibilities, except to the extent caused or contributed to by Partridges.

14. Liability

14.1. Partridges shall exercise reasonable care and skill in delivering its services.

14.2. Neither party shall be liable to the other for indirect or consequential losses, including loss of anticipated profit or business opportunities, to the extent permitted by law.

14.3. Subject to clause 14.5, Partridges’ aggregate liability arising from a particular event or series of connected events shall not exceed [insert agreed liability cap].

14.4. Any liability relating to loss of or damage to Customer-owned stock shall be subject to the agreed warehousing, insurance and liability arrangements.

14.5. Nothing in these Terms and Conditions shall exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability that cannot lawfully be excluded or limited.

14.6. Any limitation or exclusion of liability shall apply only to the extent reasonable and enforceable under applicable law.

15. Insurance

15.1. Partridges will maintain appropriate business insurance relevant to its operations.

15.2. Customers are responsible for insuring their own stock and goods held at our premises unless otherwise agreed.

15.3. Any specific insurance requirements or enhanced liability arrangements must be agreed in writing before services commence.

16. Intellectual Property

16.1. Intellectual property supplied by the Customer, including trademarks, artwork, designs and content, remains the property of the Customer or its licensors.

16.2. The Customer grants Partridges permission to use such materials solely for the purpose of delivering the agreed services.

16.3. Systems, processes, software and materials developed independently by Partridges remain our intellectual property unless otherwise agreed.

17. Force Majeure

Neither party shall be responsible for delays or failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, severe weather, industrial action, major infrastructure failures, government restrictions or significant disruption to transport networks.

The affected party shall notify the other as soon as reasonably practicable and take reasonable steps to minimise disruption.

Payment obligations for services already provided shall remain payable.

18. Contract Duration and Termination

18.1. The duration of any ongoing service arrangement will be specified in the relevant service agreement.

18.2. Unless otherwise agreed, either party may terminate an ongoing service arrangement by providing 90 days’ written notice.

18.3. Either party may terminate immediately by written notice where the other commits a material breach that cannot be remedied, or fails to remedy a remediable material breach within 30 days of written notification.

18.4. Upon termination, all outstanding charges for services provided and costs properly incurred shall become payable in accordance with the agreed payment terms.

18.5. The Customer shall arrange collection or transfer of its remaining stock within an agreed period.

18.6. Reasonable charges may apply for stock preparation, handling, packaging, transfer and continued storage following termination.

18.7. Any personal data held on behalf of the Customer shall be returned or securely deleted in accordance with the Data Processing Agreement