The Stationery Office Limited
Business to Business Terms and
Conditions of Sale
What these terms cover. These are the terms and conditions on which we supply products to you if you are acting on behalf of a business or in the course of a trade, whether these are goods, standing orders, subscription services or one off digital content and whether ordered by telephone, post, email, fax or online. If you are an individual purchasing products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession), you should refer to our Consumer Terms and Conditions of Sale available via our website www.tsoshop.co.uk.
Why you should read these terms. Please read these terms carefully before you submit your order to us. These terms tell you 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. If you think that there is a mistake in these terms, please contact us to discuss.
This is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
INFORMATION ABOUT US AND HOW TO CONTACT US
Who we are. We are The Stationery Office Limited, a company registered in England and Wales and part of the WLT group. Our company registration number is 03049649 and our registered office is at 1-5 Poland St, Soho, London W1F 8PR. Our registered VAT number is GB662774703. Our opening hours are 8am to 6pm, Monday to Friday, excluding bank holidays.
How to contact us. You can contact us by telephoning our customer service team at +44 333 202 5070 or by writing to us at email@example.com and TSO Ltd, 18 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR.
How we may contact you. 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.
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
OUR CONTRACT WITH YOU
How to place an order. You may place an order via the following methods:
By telephone: Please call us on +44 333 202 5070. Our standard telephone call rates can be found at https://www.tsoshop.co.uk/TSO-Shop-Help-Pages/Call-Charges/
By email: to firstname.lastname@example.org or your dedicated account manager, if applicable
By post: TSO Ltd, 18 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR
By fax: to +44 333 202 5080
How we will accept your order. A contract is formed between us when we accept your order (which could be by email, letter or fax, depending on how your order was placed). Some subscription services, standing orders and one off digital content will be available to you immediately upon receipt of payment.
If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product, subscription service or one off digital content. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified, or because you have not provided us with information that we requested at the time of the order being placed.
We do not sell to certain countries. Unfortunately, we do not accept orders from or deliver to addresses in the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria. This list of countries is not exhaustive and is subject to change.
Record keeping. We will retain a copy of this contract for one year in the case of all orders other than subscription services for which they will be kept for 6 years. We strongly advise you to keep a copy for your own records.
OUR PRODUCTS, SUBSCRIPTION SERVICES, STANDING ORDERS AND ONE OFF DIGITAL CONTENT
Product descriptions are available on our website. We supply digital and printed products, one off digital content, standing orders and subscription services. You can find a description of each of our available products on our website. We will update the website descriptions from time to time when new or updated products become available.
Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. For example, although we have made every effort to display them accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
OUR RIGHTS TO MAKE CHANGES
Minor changes to the products. We may change the product:
to reflect changes in relevant laws and regulatory requirements; and /or
to implement minor technical adjustments and improvements, for example we might create a new publication imprint that differs slightly from the previous version. These changes will not affect your use of the product.
More significant changes to the products and these terms. In addition, new editions of our publications may be released from time to time, but if this occurs after you have ordered your product, we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.
Updates to one off purchases of digital content. We may update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
PROVIDING THE PRODUCTS
Delivery costs. The costs of delivery will be as displayed on our website via this link https://www.tsoshop.co.uk/TSO-Shop-Help-Pages/Delivery-and-Availability/ .
When we will provide the products. During the order process we will let you know when we will provide the products to you.
If the products are goods. If the products are goods and are available we will deliver them to you as soon as reasonably possible and in any event within 90 days after the day on which we accept your order. The products will be dispatched by post or by courier, depending on the weight of the product and your location. We will advise you of the dispatch method and handling charges in advance. If you request delivery by another method, we will advise you of timescales and advise you of our handling charges.
If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
If you purchase a subscription service to receive goods or digital content. We will supply the subscription services to you until either the subscription services are completed, or you end the contract as described in clause 7, or we end the contract by written notice to you as described in clause 9.
We are not responsible for delays outside our control. If our supply of the products, subscription services, standing orders or one off digital content is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
If you are not at home when the product is delivered. If no one is available at your address to take delivery and/or the products cannot be posted through your letterbox, the relevant courier company will leave you a note informing you of how to rearrange delivery.
If you do not re-arrange delivery. If after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract.
When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us (unless collected by prior agreement only in respect of managed accounts in which case it will be your responsibility from collection).
When you own goods. You own a product which is goods once we have received payment in full.
What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, the title of the publication, its publication date, the publication's ISBN number, your delivery details, your purchase order number (if applicable). If so, this will have been stated in the description of the products on our website. We may contact you by telephone, email, letter, or fax to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, you may not receive the products you have ordered, we may charge you an administration fee, being £15 or up to 5% of the value of the order, whichever is greater for the time taken to re-issue the order as set out in clause 12.8 or where you have ordered a subscription service, we may end the contract. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
deal with technical problems or make minor technical changes;
update the product to reflect changes in relevant laws and regulatory requirements;
make changes to the product as requested by you or notified by us to you (see clause 5).
recover payment if you do not pay us for the products when you are supposed to (see clause 11 below) and you still do not make payment within 7 days of us reminding you that payment is due. The suspension will continue at our sole and absolute discretion until you have paid us the outstanding sums. We will not suspend the products where you, acting reasonably and in good faith, dispute the unpaid invoice (see clause 11.8). As well as suspending the products we can also charge you interest on your overdue payments (see clause 11.6).
Digital content compatibility. Details of each product's digital content compatibility and the requisite system requirements are set out on our website, as updated from time to time.
YOUR RIGHTS TO END THE CONTRACT
You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract, as set out in the following clauses.
Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:
we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 5.2);
we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
there is a risk that supply of the products may be significantly delayed because of events outside our control;
we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
you have a legal right to end the contract because of something we have done wrong.
Ending the contract where we are not at fault and there is no right to change your mind. Subject to clause 7.4 below, even if we are not at fault and you do not have a right to change your mind (see clause 7.1), you can still end the contract before it is completed, but you may not be entitled to a full refund. This might include (without limitation) the following circumstances:
A contract for goods or one off purchases of digital content is completed when the product is delivered, downloaded or accessed and paid for and you will not be entitled to a refund.
A contract for subscription services, including where payment is made annually in advance of the subscription service commences.
A contract for a standing order is completed when you tell us you no longer want to receive the services. You must give us at 1 months' notice of intention to cancel but you will continue to be invoiced and obligated to pay for any products that become available during the notice period.
Ending the contract for a print subscription service where we are not at fault and there is no right to change your mind. If you want to end the contract for print subscription service (such as the Gazette) just contact us to let us know. Please note that the contract will not end until the 1st calendar month after the day on which you contact us and, no refund will be due where there are advance payments made in respect of any unused period of the subscription.
HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
Phone or email. Call customer care on +44 1603 696972 or email us at email@example.com. Please provide your name, business address, details of the order and, where available, your phone number and email address or contact your dedicated account manager, where applicable.
By post. Print off the form attached to these Terms and Conditions and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must contact us on +44 (1603) 696972 or email us at firstname.lastname@example.org or contact your dedicated account manager, if applicable, to confirm whether or not you can return the products in accordance with these Terms and Conditions. If the return is authorised by us, we will send you a letter and returns label. If you have access to PDF's or online content, your access will end once the contract has ended.
When we will pay the costs of return. We will pay the costs of return:
if the products are faulty or misdescribed;
In all other circumstances you must pay the costs of return.
How we will refund you in respect of Clause 8.3. We will refund you the price you paid for the products including delivery costs, by the method you used for payment, save for payments made by cheque which will be refunded via BACS method. However, we may make deductions from the price, as described below.
When your refund will be made in respect of Clause 8.3. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
If the products are goods, your refund will be made within 30 days from the day on which we receive the product back from you. For information about how to return a product to us, see clause 8.2.
In all other cases, your refund will be made within 30 days of you telling us you have changed your mind.
OUR RIGHTS TO END THE CONTRACT
We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
you do not make payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, the product's title, publication date, ISBN number or your delivery details; or
you do not, within a reasonable time, allow us to deliver the products to you.
IF THERE IS A PROBLEM WITH THE PRODUCT
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer care team at +44 (1603) 696972 or write to us at email@example.com or FAO Customer Care, TSO Ltd, 18 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR.
What to do if the product is damaged on receipt or lost during transit. If you receive a product which is damaged, you will need to notify us within 28 days of accepting the order. We will then process the complaint and if the damage is due to our act or omission, we will either refund you any sums paid or redeliver the product, using the same dispatch method as requested for the original order. We may request the return of faulty/damaged goods, but this will be at our cost.
YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS
We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods shall:
conform in all material respects with their description;
be free from material defects in design, material and workmanship;
Subject to clause 11.3, if:
you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the warranty set out in clause 11.1;
we are given a reasonable opportunity of examining such product; and
you return such product to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
We will not be liable for a product's failure to comply with the warranty in clause 11.1 if:
you make any further use of such product after giving a notice in accordance with clause 11.2(a);
the defect arises because you failed to follow our oral or written instructions as to the storage, installation or use of the product or (if there are none) good trade practice;
you alter or repair the product without our written consent; or
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
Except as provided in this clause 11, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 11.1.
These terms shall apply to any repaired or replacement products supplied by us under clause 11.2.
PRICE AND PAYMENT
Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order online, by your customer services representative if you place your order via telephone or in writing if you place your order via email or post. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 11.4 for what happens if we discover an error in the price of the product you order.
Promotional prices. From time to time we may advertise products on our website or via printed brochures at promotional prices. These prices are only valid for the period of the promotional offer and are subject to change.
We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
When you must pay and how you must pay. By placing an order with us, whether online, by telephone, email, fax or mail order, you acknowledge that you will pay us for the products, subscription services, standing orders or one off digital content. We accept payment by credit or debit cards, cheques and BACS payments, as well as arranging credit accounts in some circumstances. You may also pay by providing your card details to us by fax to +44 333 202 5080. When you must pay depends on what product you are buying:
for goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you;
for a one off purchase of digital content, you must pay for the products before you download them; and
for subscription services and/or standing order you must pay in accordance with the invoice that we have sent you.
Please note that we cannot accept the provision of credit or debit card information via email, so please contact us on +44 333 202 5070 to finalise email orders.
Please note that TSO uses Stripe on its eCommerce sites to process credit or debit card transactions. Goods that are out of stock are charged for immediately and despatched when the goods are in stock. By placing an order you agree to this process.
Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% per month above the base lending rate of Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
We can charge an administration fee if you enter the wrong delivery details. It is your responsibility to provide us with the correct delivery and address details when ordering our products. If you provide us with the incorrect address, we may charge you an administration fee of £15 or up to 5% of the value of the order, whichever is greater for the time taken to re-issue the order.
What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved.
Customs tax and duties. You will be responsible for paying any applicable customs taxes or importation duties payable on the products that you purchase.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
Nothing in these terms shall limit or exclude our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Exclusion of implied terms. Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
Limit of liability. Subject to clause 13.1:
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect, consequential or special loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to one hundred (100) per cent of the total sums paid by you for products under such contract.
We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 13.
HOW WE MAY USE YOUR PERSONAL INFORMATION
How we will use your personal information. We will use the personal information you provide to us:
to supply the products to you;
to process your payment for the products (which may involve sharing your information with our affiliate companies); and
if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
We will only give your personal information to other third parties where the law either requires or allows us to do so, or where you expressly agree to us sharing your personal information.
OTHER IMPORTANT TERMS
We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
You must keep your account details confidential. You are responsible for maintaining the confidentiality of your TSO account and password and for restricting access to your computer and devices, and to the extent permitted by applicable law you agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided. You can access and update much of the information you have provided us with, including your account settings, by contacting us via the telephone number or email address stated in clause 2.2.
Intellectual property rights. We are the owner or licensee of all intellectual property rights in our site and in the material published on it. Those works are protected by copyright laws and treaties around the world.
We grant to you a limited licence to use our intellectual property. Subject to your compliance with these Terms and Conditions and your payment of any applicable fees or charges, The Stationery Office or its content providers grant you a limited, non-exclusive, severable, non-sublicensable licence to access and make personal and non-commercial use of the products that you have purchased from us. You may print off one copy, and may download extracts of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site, provided that each user retains all copyright notices and other proprietary notices contained on or in relation to the materials included in that website.
Restrictions on your use of our intellectual property rights. You must not modify the paper or digital copies of any materials you have received from us, printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. This licence does not include any resale or commercial use of any product sold by us or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any of our products or their contents, any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools, or otherwise exploiting the intellectual property in our products, without obtaining a licence to do so from us or our licensors. All other intellectual property rights in our products are reserved and retained by The Stationery Office or its licensors, suppliers, publishers, rights holders or other content providers. Excerpts from the products can be obtained under licence for reuse through the relevant content provider, identified on the product pages of our website.
Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
Model Cancellation Form
To The Stationery Office Limited of 1-5 Poland St, Soho, London W1F 8PR with telephone number +44 333 202 5070 and contact email address, firstname.lastname@example.org/ We .......................................... hereby give notice that I/ We .......................................... cancel my/our contract of sale of the following goods ......................................................../ for the supply of the following services ........................................................
Ordered on ........................../ received on ..........................
Name of representative for business:
Name and address of business:
Signature of business representative:
Please post this completed form to:
TSO Ltd, 18 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR;
or send it by email to: email@example.com.