TERMS AND CONDITIONS


E-Commerce Terms

These terms and conditions (the “Terms”) set out the terms on which we supply our products to you (each a “Product” and together the “Products”) via our website at https://www.adaptista.com and any other application or platform we may publish from time to time (the “Website”). Please read these Terms carefully and ensure you understand them before placing your order to us.

These Terms will set out who we are, how we will provide Products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

 

  1. INFORMATION ABOUT US, YOU AND HOW TO CONTACT US

    1.1. We are Adaptista Limited, a private company limited by shares incorporated and registered in England and Wales with company number 13204110, whose registered office is at Kemp House, 152-160 City Road, London, England, EC1V 2NX (“us”, “we” or “our”).

    1.2. You are a customer of the Website (“you” or “your”) and can contact us by writing to us at:

    info (at) adaptista.com.

    1.3. Your use of our Website constitutes your agreement to these Terms.

    1.4. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

    1.5. When we use the words "writing" or "written" in these Terms, this includes emails.

     

  2. AMENDMENTS TO THESE TERMS

    2.1. We reserve the right to revise and amend these Terms from time to time without notice to you, to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

    2.2. When we make revisions, we will post them on our Website (and, if you have provided us with your email address when creating an account with the Website, send you an email notifying you of the updated Terms) and they will be effective immediately.

    2.3. You will be subject to the policies and Terms in force at the time that your order is placed with us, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before we send you the Acceptance in accordance with clause 3.3 below.

    2.4. If you wish to make a change to the Product you have ordered, please contact us as soon as possible after placing your order. We will let you know if the change is possible. If it is possible, we will let you know about (i) any changes to the price of the Product, (ii) the timing of supply and (iii) anything else which would be necessary as a result of your requested change, and (iv) ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may in certain circumstances (as set out in clause 4.2) cancel the order.

     

  3. HOW THE AGREEMENT IS FORMED BETWEEN US & YOU

    3.1. You make an order for Product(s) by selecting the Product and adding it to your shopping cart.

    3.2. You will be asked to pay for the Product using our third party payment provider via our Website.

    3.3. Our acceptance of your order (“Acceptance”) will take place when we email you with a confirmation, at which point an agreement will come into existence between you and us (the “Agreement”) incorporating these Terms by reference.

    3.4. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Products (or will promptly authorise a refund to you for any payment that we have taken).

    3.5. We will assign an order number to your order and confirm the Product(s) you are purchasing when we accept your order. It will help us if you can tell us the order number whenever you contract us about your order.

    3.6. Each order made by you for Products will be deemed to be an offer by you to purchase Products subject to our Terms.

    3.7. You must ensure that the terms of your order and any specification (if applicable) are complete and accurate.

    3.8. All Products are supplied on the assumption that you undertake at all times to take notice of and comply with all instructions, statements and recommendations issued with or relating to the Products and to take all reasonable and prudent precautions as to their use. We shall not be liable to you or to any third party for any loss or damage which arises from your (or any third party’s) misuse of the Products.

    3.9. These Terms will be incorporated into each Agreement to the exclusion of all other terms and conditions. Any attempt by you to amend these Terms will be ineffective.

     

  4. CONSUMER AND BUSINESS RIGHTS

    4.1. For the purposes of these Terms, you shall be contracting as a consumer (a “Consumer”) if you are not acting for the purposes of your business, trade or profession in purchasing Products from us. All other customers shall be contracting as business customers (a “Business”).

    4.2. As a Consumer, you may, with the exception of terms given in clause 4.9, cancel an Agreement (without giving any reason for cancellation) at any time within the period:
    beginning upon the submission of your order; and ending at the end of 14 days after the day on which the Products come into your physical possession or the physical possession of a person identified by you to take possession of them.

    4.3. As a Business, you may only cancel an Agreement prior to dispatch of the Products by us, with the exception of terms given in clause 4.9.

    4.4. In order to cancel an Agreement on the basis described in clauses 4.2 or 4.3, you must inform us of your decision to cancel in writing. You may inform us by means of any clear written statement setting out the decision. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel by one of the methods detailed in clause 1.2 before the cancellation period detailed in clauses 4.2 has expired.

    4.5. We will advise you of the process by which Products can be returned to us. You must return Products without undue delay and in any event not later than 14 days after the day on which you inform us of your decision to cancel the Agreement. You must pay the direct cost of returning the Products.

    4.6. You must return Products in original packaging, unused and suitable for resale.

    4.7. If you cancel an Agreement on the basis described in clauses 4.2 or 4.3, you will receive a full refund of the amount you paid to us in respect of the order as well as standard delivery costs incurred to deliver the order to you, but excluding any additional or special carriage charges paid for the delivery of the Products to you. Any cost related to the return of Products when arranged by us will be deducted from your refund.

    4.8. Unless we have offered to collect the Products, we will process a refund due to you as a result of a cancellation on the basis described in clauses 4.2 or 4.3 within the period of 30 days after the day on which we receive the returned Products. If we have not sent the Products to you at the time of cancellation or have offered to collect the Products, we will process a refund due to you without undue delay and, in any case, within the period of 30 days after the day on which we are informed of the cancellation.

    4.9. You will not have the right to cancel an Agreement on the basis described in clause 4.2 in respect of any non-stock Products, nor for any Products which are bespoke, made-to-order, personalised, customised, made to your specification or specially ordered (the “Made to Order Products or Specific Products”). We are also unable to offer refunds or exchanges on perishable products, as well as products which have had their protective seals or strips removed or damaged.

  5. OUR PRODUCTS

    5.1. The images of the Products on our Website are for illustrative purposes only. Although we have made every effort to display the colours and designs accurately, we cannot guarantee that a device's display of the colours or designs accurately reflects the Products and as a result, your Product may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our Website have a 2% tolerance.

    5.2. The packaging of the Products may vary from that shown in images on our Website.

    5.3. Descriptions appearing on our Website or contained in catalogues, brochures or in any other publicity material are given in good faith. All weights and dimensions are approximate only and maximum load capacities stated are for evenly distributed loads only. Information may be varied or amended by us at any time without notice.

    5.4. We reserve the right to correct any typographical or clerical error or omission on our Website, in any sales literature, price list, quotation, Acceptance, specification, invoice or other document or information issued by us, without any liability on our part and without notice.

    5.5. All intellectual property rights in relation to the Products and any associated design software and designs, data sheets, packaging and literature are and shall remain (as between you and us) our sole and exclusive property (and/or that of the manufacturer of the Products) and no licence (except in relation to any reasonable use for which the Products are supplied) shall be implied.

     

  6. AVAILABILITY

    6.1. All Products are offered by us subject to availability and we reserve the right to cancel any order placed by you if we have insufficient stock or for any reason are unable to deliver the Products you have ordered.

     

  7. RISK & TITLE

    7.1. The Products will be at your risk from the time that our nominated carrier delivers the Products to you or otherwise leaves the Products at your delivery address in accordance with your instructions.

    7.2. Ownership of the Products will only pass to you when you have paid all sums due to us in respect of the Products and no amounts remain outstanding. In the event of non-payment for the Products, if you are a Business, we may enter your premises to repossess the Products and may, if necessary, detach or remove the Products from any other goods.

    7.3. Until ownership of the Products has passed to you in accordance with clause 7.2, you must:

    1. store the Products (at no cost to us) separately from all your other goods in your possession;
    2. not destroy, deface or obscure any identifying mark or packaging on or relating to the Products, maintain the Products in satisfactory condition (as determined by us) and keep them insured on our behalf for the full price of the Products against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us; and
    3. hold the proceeds of the insurance referred to in clause 7.3(b) on trust for us.

  8. PRICE & PAYMENT

    8.1. The price of the Products will be as quoted by us or as published on our Website, except in cases of obvious error.

    8.2. All prices are subject to any applicable UK VAT. If the rate of VAT changes between your order date and the date we supply the Products, we will adjust the rate of VAT that you pay, unless you have already paid of the Product in full before the change in the rate of VAT takes effect.

    8.3. Prices are liable to change at any time, but changes will not affect orders which have been placed by you and accepted by us.

    8.4. It is always possible that, despite our best efforts, some of the Products listed on our Website may be incorrectly priced. We will normally verify prices as part of our Acceptance. If the correct price of the Products is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Products, or reject your order and notify you of such rejection.

    8.5. We are under no obligation to provide the Products to you at the incorrect (lower) price, even after we have sent you an Acceptance, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing.

    8.6. We accept payment by credit/debit card or bank transfer payment. Unless you hold a credit account with us, full payment must be made prior to order Acceptance. Secure card payments can be made by using VISA, Mastercard, Apple Pay and Google Pay. Payments can also be made using American Express, AliPay, PayPal, and Klarna in supported regions.

    8.7. Payment is required prior to dispatch unless credit terms have been agreed.

    8.8. Our payment terms for credit accounts are 30 days from the date of invoice. All payments must be made in sterling (GBP). If you are in default, we reserve the right to charge interest on overdue accounts at a rate of 5% above Bank of England base lending rate from time to time for each month or part thereof that you remain in default. We reserve the right to withhold dispatch of the Products if your account is in arrears.

     

  9. ERRORS, INACCURACIES AND OMISSIONS

    9.1. There may be information on our Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice (including after you have submitted your order).

    9.2. We undertake no obligation to update, amend or clarify information on our website, including without limitation, pricing information, except as required by law.

  10. OUR LIABILITY

    10.1. For Businesses:

    1. all warranties, representations, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law;
    2. without limiting the generality of clause 10.1(a), we shall not be liable to you if any monies due from you to us have not been paid in full;
    3. without prejudice to any of the provisions of this clause 10.1, we shall have no liability to you for any:

    i consequential losses;

    ii loss of profits and/or damage to goodwill;

    iii economic and/or other similar losses;

    iv special damages and indirect losses;

    v business interruption, loss of business, contracts and/or opportunity; and/or

    vi inconvenience, delay or loss of production;

    1. without limitation to any of the foregoing, our aggregate liability to you (whether for breach of Agreement or for negligence or otherwise howsoever), for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed the price of the Products purchased from us; and
    2. without limitation or prejudice to any of the foregoing, you shall indemnify and hold us, our partners, affiliates, officers and their employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising from any breach of the Agreement by you, or the infringement by you, or anybody else using your account, of any intellectual property or other right of any person or entity.

    10.2. For Consumers:

    1. We warrant to you that any Products purchased from us are of satisfactory quality and reasonably fit for all of the purposes for which Products of that kind are commonly supplied; but
    2. We shall only be liable to you for:

    i losses that are caused as a result of any breach of Agreement by us (up to the value of the purchase price of the Products you purchased); and

    ii losses that are caused as a result of our negligence; and

    i losses that are caused as a result of any breach of Agreement by us (up to the value of the purchase price of the Products you purchased); and

    ii losses that are caused as a result of our negligence; and

    1. We shall not be liable for any loss pursuant to clause 11.2.(b) if:

    i any such loss is not foreseeable. Losses are foreseeable if they could have been contemplated by both of Us at the time that Your order was accepted by Us; or

    ii any such loss (or any part thereof) was caused by or contributed to by your breach of any of these Terms; and

    1. for the avoidance of doubt, we shall not be liable for any indirect losses.

    10.3. Nothing in these Terms shall exclude or limit in any way our liability:

    1. for death or personal injury caused by our negligence;
    2. under section 2(3) of the Consumer Protection Act 1987;
    3. for fraud or fraudulent misrepresentation; or
    4. for any matter for which it would be illegal for Us to exclude, or attempt to exclude, our liability.
  11. 11. FORCE MAJEURE

    11.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by events outside our reasonable control (the “Force Majeure Event”).

    11.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

    1. epidemic, pandemic or public health crisis;
    2. government mandated lockdown;
    3. notifiable disease;
    4. strikes, lock-outs or other industrial action;
    5. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
    6. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
    7. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
    8. impossibility of the use of public or private telecommunications networks; or
    9. the acts, decrees, legislation, regulations or restrictions of any government.

    11.3. Our performance under any Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.

  12. OTHER IMPORTANT TERMS

    12.1. In the event that you are in breach of the Agreement, we reserve the right to refuse to supply you with any additional Products, or to suspend the delivery of any Products, without limiting any other remedy available to us. We may exercise this right until such time as the breach has been remedied, where such breach is remediable.

    12.2. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    12.3. All notices to us shall be in writing and shall be made either via email or post to the addresses in the “Contact Us” section of our site. We may broadcast notices or messages through our site or contact you by email and notification by either of these methods shall constitute notice to you.

    12.4. You shall not assign or delegate all or any of your rights or obligations under the Agreement without our prior written consent, such consent not to be unreasonably withheld.

    12.5. We reserve the right to assign, subcontract or transfer all or any of our rights and obligations under the Agreement to any person, firm or company without notice to you.

    12.6. If any of these Terms or any provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

    12.7. These Terms and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

    12.8. The Agreement and any dispute or claim arising out of or in connection with 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.

    12.9. We each agree that any courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or these Terms or its subject matter or formation (including non-contractual disputes and claims).