1) Scope –

These Terms & Conditions (“the Terms”) shall apply to all quotations and offers made by Stephanie Tasker trading as Aura by Esselle of 45, Withert Avenue, Bebington, Wirral CH63 5NE (“Aura by Esselle”) and any purchase orders accepted by Aura by Esselle. The Terms shall apply to all sales made to any person, firm, company or other legal entity (“the Customer”) placing an order with Aura by Esselle. The Terms shall prevail over all other terms & conditions which the Customer seeks to impose or incorporate either within any communication from the Customer or implied by trade, custom or practice or course of dealing unless otherwise expressly agreed in writing by Aura by Esselle.

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2) The Contract –

By placing an order with Aura by Esselle, either directly or via their website www.aurabyesselle.co.uk the customer is offering to purchase Products and/or Services from Aura by Esselle on the basis of these Terms. The contract shall only be formed when Aura by Esselle acknowledges acceptance of the order in writing or upon delivery of the Products or the commencement of delivery of the Services whichever occurs first. No published pricing made available by Aura by Esselle shall constitute an offer capable of acceptance and Aura by Esselle expressly reserves the right to amend its prices at any time. Any images, drawings or descriptions made available by Aura by Esselle in any form or via any medium whatsoever are produced for guidance only and do not constitute part of an offer or part of the contract unless expressly agreed in writing. The Customer is responsible for checking that the terms and details of any order are correct and accurate.  

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3) Contract Variations – 

i. Aura by Esselle reserves the right to vary or alter the specifications of its Products and/or Services at any time and without notice unless otherwise agreed in writing with the Customer.

ii. Any contract variation by the Customer must be submitted in writing to Aura by Esselle for assessment as to impact on price and delivery. Such variation will not have contractual legal effect until agreed in writing by both parties. 

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4) “Products” –

Products governed by these Terms means any Products produced or sourced by Aura by Esselle as listed in the order and may include:

i. Standard list Products – these are part of Aura by Esselle’s standard range of Products which are available for purchase by all customers and are publicised as being for general sale in company marketing documents and/or on the company website;

ii. Bespoke Products – these are non-standard Products designed and produced by Aura by Esselle to the explicit instructions and requirements of the Customer; 

iii. Sourced Products – these are Products sourced by Aura by Esselle from third party suppliers and made available for sale under lawful agreement either in their sourced form or incorporated into Aura by Esselle’s own Products;

iv. Customer Nominated Sourced Products – these are Products sourced from a third-party supplier at the Customer’s request and supplied to the customer either in the sourced form or incorporated into Aura by Esselle’s own Products. Aura by Esselle accepts no responsibility or liability for the performance, quality or delivery of these Products.

 

5) “Services” –

Services governed by these Terms means any Services produced or sourced by Aura by Esselle as listed in the order and may include:

i. Standard Services – these are part of Aura by Esselle’s standard range of Services which are available for purchase by all customers and are publicised as being for general sale in company marketing documents and/or on the company website;

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ii. Bespoke Services – these are non-standard Services designed and produced by Aura by Esselle to the explicit instructions and requirements of the Customer; 

iii. Sourced Services – these are Services sourced by Aura by Esselle from third party suppliers and made available for sale under lawful agreement either in their sourced form or incorporated into Aura by Esselle’s own Services;

iv. Customer Nominated Sourced Services – these are Services sourced from a third-party supplier at the Customer’s request and supplied to the customer either in the sourced form or incorporated into Aura by Esselle’s own Services. Aura by Esselle accepts no responsibility or liability for the performance, quality or delivery of these Services.

 

6) Material supplied by the Client -

Aura by Esselle reserves the right to refuse to handle any material that is unlawful because of copyright or licensing infringements or any content material that under the laws of England & Wales is deemed to be discriminatory, obscene (including material in breach of the Obscene Publications Act 1959, the Protection of Children Act 1978, the Sexual Offences Act 2003), blasphemous, offensive to religion or defamatory towards any person living or dead and contains material that has been obtained in violation of the UK GDPR or Data Protection Act 2018, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communication Regulations 2003, the Official Secrets Act or any analogous domestic or foreign legislation and contains any material that will constitute a contempt of court. If any such material is found by Aura by Esselle then Aura by Esselle, at their sole discretion, may report this fact to the relevant authorities. The Customer will indemnify and hold harmless the Aura by Esselle from and against any claim relating to the above.  

 

7) Pricing – 

i. All pricing quoted is exclusive of VAT and any other applicable taxes or duties which will be charged at the prevailing rate where applicable.

ii. Unless otherwise agreed in writing all pricing is exclusive of any delivery charges.

 

8) Delivery – 

i. Although Aura by Esselle shall try in all good faith to meet Product and/or Services delivery dates they are not guaranteed but are estimates based upon the information available to Aura by Esselle at the time of order confirmation. Under no circumstances shall Aura by Esselle be liable for any damages or losses whatsoever arising from any delay in delivery, even if caused by Aura by Esselle’s negligence, unless there is specific written agreement between Aura by Esselle and the Customer. Liability of Aura by Esselle shall be limited at Aura by Esselle’s sole discretion to;

a) Delivering the Products and/or Services within a reasonable time; 

b) Refunding (including issuing a credit note against a raised invoice) the pro-rata price based on the quantity of the Products and/or Services that are undelivered.

ii. Delivery shall be made by Aura by Esselle to the delivery location specified by the Customer and shall require the Customer to have a responsible person at that location to accept and sign for the Products and/or Services. If there is no such person available at the specified delivery location, then the Customer consents to either:

a) Aura by Esselle leaving the Products at that location and in this case risk in the Products will pass to the Customer at that time and no further liability shall remain with Aura by Esselle with respect to the Products to the limit permitted by applicable law and/or

b) Aura by Esselle refusing to deliver the Products at that location.

ii. If the Customer fails to take delivery of either Products and/or Services, delivery fails because of inaccurate delivery location information provided by the Customer or any other reason due to the negligence or fault of the Customer then Aura by Esselle can, at its sole discretion and without limitation to any other rights and remedies:

A) Charge the Customer for any delivery and recovery costs of the Products to and from the delivery location together with a £50 administration fee

b) Charge the Customer for any costs associated with the Services delivery failure together with a £50 administration fee. 

c) Charge the Customer for any storage costs in order to store the Products for future delivery.

d) Invoice at full value for any Bespoke Products and or Services

e) Invoice at full value for any Sourced or Customer Nominated Sourced Products where such products cannot be sold elsewhere or returned for full refund to the original supplier within 15 days of the failed delivery.

f) Invoice at full value for any Sourced or Customer Nominated Sourced Services within 15 days of the failed delivery where such Services incur any charges from the original supplier.

 

9) Delivery in Instalments –

If the Products and/or Services are delivered in instalments then each delivery shall constitute a separate contract. Any failure by Aura by Esselle to deliver any one or more instalment in accordance with these Terms shall not entitle the Customer to repudiate the entire contract.

 

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10) Inspection of the Products – 

i. It is the Customer’s responsibility to check that either:

a) That the quantities and specifications of the Products correspond to the contract and that there is no visible signs of damage before accepting and signing for delivery and/or

b) That the delivery of the Services complies with the specifications within the contract

ii. Claims for damaged or faulty Products and/or non-compliance with the Product and/or Services specification will only be accepted if made within 30 days of delivery unless otherwise agreed in writing. The Customer must retain and store the disputed Products in good condition for inspection and collection. 

 

11) Payment – 

i. Aura by Esselle will grant credit at their absolute discretion and reserves all rights to refuse credit to the extent of applicable law.

ii. Unless otherwise agreed in writing payment for all Products and/or Services must be made in full at the times specified on the order form, without any deductions unless agreed in writing. Time for payment shall be of the essence.

ii. Failure to pay any overdue invoices or charges shall entitle Aura by Esselle to suspend any unexecuted or future orders without further notice and at their sole discretion. 

iv. If failure to pay is due to any cheques, standing orders or direct debits in the Customer’s name being dishonoured then this will invoke clause 11(iii) together with a further charge of £80 to cover bank and administrative costs.  

 

12) Risk, Title and Ownership –

risk in the Products will pass to the Customer upon delivery. Ownership is established by the transfer of title which shall not pass to the Customer until payment has been made in full and the funds have been cleared. Until title has passed the Customer must act in their capacity of fiduciary owner and hold the Products as Aura by Esselle’s Bailee and, at no cost to Aura by Esselle, must also:

i. Store the Products safely in suitable conditions separately from other Products such that they remain easily identifiable as Aura by Esselle’s property;

ii. Maintain in good condition and do not destroy or deface any labelling, identifying marks or packaging associated with the Products. 

The Customer shall not be entitled to use or resell the Products until title has passed to the Customer. 

Where title has not yet passed to the Customer and the Customer commits a material breach of any of the obligations contained within these Terms or any contract governed by these Terms is terminated under clause 18 then Aura by Esselle shall be entitled to recover payment for the Products notwithstanding that the Customer does not have title to them.

The Customer grants Aura by Esselle, its agents, sub-contractors and employees an irrevocable licence to enter premises where the Products are known to be or believed to be stored to inspect and where the Customer has never had or no longer has title to recover the Products.

On termination of any contract governed by these Terms, the Customers obligations and Aura by Esselle’s rights under this clause 12 shall remain in effect.

 

13) Intellectual Property – 

i. All rights, title and interest in any Intellectual Property created by Aura by Esselle during the performance of this Agreement is and shall remain the property of Aura by Esselle. Unless confirmed in writing and signed by an authorised representative of Aura by Esselle nothing in the terms of this agreement shall vest any ownership rights in the Client.

ii. Aura by Esselle hereby grants, for the sum of £1, a sole, non-exclusive licence to the Client to use the Intellectual Property created by Aura by Esselle during the performance of this Agreement for the purposes for which it was created as part of the Agreement subject to the following conditions:

a) Full payment has been made by the Client for the work completed according to the terms of this agreement

b) The Intellectual Property cannot be used for any purposes which are libellous, defamatory, pornographic, obscene or otherwise unlawful in the jurisdiction in which they are used.

c) The Client may not sub-licence the Intellectual Property without the prior written consent of Aura by Esselle. 

iii. The use of the Intellectual Property other than for the purposes for which it was created as part of the Agreement will require further written licence, the terms of which will be determined and agreed in writing at that time by Aura by Esselle and the Client.

iv. This licence, granted to the Client, shall be automatically revoked if any of the terms in clause 13(ii) are breached.

v. Aura by Esselle warrants that it does not hold any intellectual property rights which may affects its ability, either directly or indirectly to perform its obligations under this agreement.

vi. Aura by Esselle may use material created during the performance of this Agreement for their own publicity campaigns. 

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14) Limitation of liability –

Aura by Esselle limits its liability to the maximum extent permitted by applicable law and we expressly exclude:

i. All representations, warranties and conditions relating to the supply of the Products and the use of them including, without limitation, any warranties implied by law in respect of satisfactory quality or fitness for purpose.

ii. Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with use of the Products. This includes, but is not limited to, liability in respect of the Customer and/or any 3rd party for any indirect, consequential or special loss or damage; Nothing in this disclaimer will:

i. Limit or exclude our or our liability for death or personal injury resulting from negligence;

ii. Limit or exclude our or our liability for fraud or fraudulent misrepresentation;

iii. Limit any of our liabilities in any way that is not permitted under applicable law;

iv. Exclude any of our liabilities that may not be excluded under applicable law.

Subject to the preceding provisions the limitations and exclusions of liability govern all liabilities arising from the supply of the Products and/or Services under contracts governed by these Terms including all liabilities arising in contract, tort (including negligence) and for breach of statutory duty.

 

15) Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

i. If the Customer is a consumer and if Aura by Esselle has agreed your requirements at a face-to-face meeting away from our premises and the Customer has either confirmed the contract at that meeting or immediately after that meeting or has purchased services from Aura by Esselle via an organised distance selling operation then the above Regulations may apply. 

 

ii. Right to cancel: If these Regulations apply, the Customer has the right to cancel the order within 14 days of Aura by Esselle receiving the confirmation of order. In order to do so the Customer must cancel the agreement in writing or by fax or email to Aura by Esselle. In the case of contracts for service Aura by Esselle cannot start to supply the service until the 14 days cancellation period has expired unless we receive a request in writing from the Customer to start the service within the 14 day cancellation period. PLEASE NOTE: In requesting an early start to the service, the Customer agrees to forfeit their right to cancel within 14 days as provided for in the Regulations.

iii. Aura by Esselle shall carry out the agreed services as efficiently as possible, but the nature of the services may mean that we are unlikely to be able to perform the contract within the maximum period of 30 days laid down by the Regulations. PLEASE NOTE: By accepting these terms of business, the Customer is agreeing that we need not perform the contract within a maximum of 30 days. 

 

16) Data Protection –

We aim to comply with the General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 in all respects including in the spirit of the need to treat your personal data with respect and to keep it safe. We will only collect and use your personal data in the ways that are described in our Privacy Notice which is available on our website www.aurabyesselle.co.uk, and in a way that is consistent with our obligations and your rights under the law.

 

17) Waiver -

No waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.

 

18) Termination of Contract – 

i. Cancellation by Customer - any contract governed by these Terms may not be cancelled by the Customer without the Aura by Esselle’s prior written consent. Upon giving consent Aura by Esselle reserves the right to charge a cancellation fee relating to Products & Services that are the subject of the contract in order to cover liquidated losses by Aura by Esselle arising from the cancellation.

ii. Cancellation by Aura by Esselle – Aura by Esselle can terminate any contract governed by these Terms immediately upon written notice to the Customer and suspend any further deliveries if the Customer fails to perform any of its obligations within the contract.

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19) Force Majeure -

Aura by Esselle shall not be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following: Acts of God; Outbreak of hostilities, riot, civil disturbance, acts of terrorism; The act of any government or authority (including refusal or revocation of any licence or consent); Fire, explosion, flood, fog or bad weather; Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles; Default of suppliers or sub-contractors; Theft, malicious damage, strike, lock-out or industrial action of any kind; Any cause or circumstance whatsoever beyond Aura by Esselle’s reasonable control

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20) Notice -

Any notice or communication served during the performance of this agreement shall be sent by hand or by recorded delivery first class post to the following address: Aura by Esselle, 45, Withert Avenue, Bebington, Wirral CH63 5NE.

 

21) Severability -

The provisions of this document are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).

 

22) Governing Law -

Any differences arising between Aura by Esselle and the Customer concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England. The parties hereby submit to the exclusive jurisdiction of the English Courts.

 

23) Third Party Rights –

A person who is not a party to any contract governed by these Terms (a 3rd Party) shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

 

24) Dispute Resolution -

The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between representatives of the parties, who have authority to settle such disputes. If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure. 

If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

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25) Whole Agreement –

These written Terms governing any contract established with the Customer constitute the entire Agreement between Aura by Esselle and the Customer and supersede any and all prior terms or discussions whether written or oral including the initial consultation performed either face to face or via remote electronic means for example via Zoom. No modification to the Terms or any claimed waiver shall be deemed to be valid unless in writing and signed by authorised representative of Aura by Esselle.​

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