Terms and Conditions

Terms of Sale for TACHE CRAFTS LTD (company number 09526857) whose registered office is at 1a Kingsburys Lane, Ringwood, Hampshire BH24 1EL (referred to as "Tache")


  1. Tache is the creator and owner of greeting cards and other retail products for onward sale to third parties, through a purchase order process, subject to these terms and conditions of sale (including where applicable any supplemental terms which Tache may supply to the Reseller (“Supplemental Terms”)) (the "Terms").  These Terms (as may be updated from time-to-time whether or not upon notice to you) apply to all orders for and sales of Products placed by you (the "Reseller") to the exclusion of all other terms and conditions (including any of your terms and conditions under any purchase order, confirmation of order or any other document).  These Terms supersede any specific product terms that might apply to your order and, in the event of any inconsistency with any other terms that might apply including any terms issued by the Reseller, these Terms shall prevail.  These Terms replace any other earlier terms and conditions and may only be changed by us in writing.


  1. Terms of Sale
    • Tache agrees to sell its Products to the Reseller subject to these Terms.
    • Nothing shall prevent Tache from supplying the Products to other clients, either directly or via other resellers or agents. All rights not specifically and expressly granted to the Reseller under these Terms are reserved to Tache to the greatest extent permitted by law.
    • Tache hereby grants to the Reseller a personal, non-transferable, non-exclusive right to sell, market and support the Products and to use any documentation related to the Products only to the extent strictly necessary for the Reseller to perform its obligations under these Terms and for no other purpose whatsoever.


  1. Intellectual Property Rights
    • Tache is the owner or lawful licensee of all intellectual property rights in the Products and any supporting documentation (the “IP Rights”).
    • Nothing in these Terms nor any licence for the resale of the Products shall be construed to convey or transfer any ownership or proprietary interest in the IP Rights in the Products, to the Reseller or any third party.
    • The Reseller shall not adapt, vary or modify the Products, any Tache trademarks or branding or create derivative works and shall not make copies of the Products for any purpose without Tache's specific prior written consent.
    • The Reseller undertakes throughout the duration of the agreement governed by these Terms: 3.4.1. where the Reseller is an internet-based business to work closely with Tache in order to comply with the Tache brand guidelines, which are Tache's rules and guidelines for the use of the Tache brand and its trade marks (the "Brand Guidelines"), which may be updated or amended from time-to-time and are available or on request;
      • to notify Tache of any actual, threatened or suspected infringement of Tache’s IP Rights;
      • to affix such notices to the Products or their packaging or advertising as Tache may reasonably require;
      • without prejudice to any other remedy that may be available, to compensate Tache for any use by the Reseller of Tache’s intellectual property rights otherwise than in accordance with these Terms;
      • not to tamper with any markings or name plates or other indication of the source of origin of the Products that may be placed by Tache on the Products;
      • to use the trademarks and any Tache branding (in compliance with all relevant laws and regulations) and solely in accordance with the Brand Guidelines whenever any Product is referred to by the Reseller;
      • not to use any name or mark similar to or capable of being confused with Tache’s trademarks or branding, nor modify any of the trademarks or branding in any way, nor use the trademarks or any derivation of them otherwise than is permitted by these Terms; and
      • to acknowledge that any goodwill or reputation for the Products or any supporting documentation generated by the Reseller's obligations under these Terms will belong to Tache and, upon termination of the agreement governed by these Terms for whatever reason, the Reseller shall have no right in, and shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.
    • All sales, marketing and support of the Products shall be strictly in accordance with and subject to the Brand Guidelines. Tache reserves the right to inspect the same.


  1. Tache’s Obligations and Rights
    • Tache may from time to time provide and update information about the Products and provide the Reseller with such necessary sales and marketing materials relating to the Products as Tache considers appropriate.
    • Tache shall be entitled for any reason to reject any order, tender or request for the Products submitted by the Reseller.


  1. Reseller's Obligations
    • The Reseller shall promote and market the Products (at its own cost).
    • The Reseller shall not:
      • hold itself out, or permit any person to hold it out, as being authorised to bind Tache in any way nor do any act which might reasonably create the impression that it is so authorised;
      • not to pledge the credit of Tache in any way; and
      • not to engage in any conduct that, in the opinion of Tache, is prejudicial to Tache’s business or the marketing of the Products generally.
      • The Reseller shall indemnify and keep indemnified Tache from and against any and all claims, losses, liabilities, expenses (including legal expenses), fees and costs incurred by Tache resulting from or in connection with any breach of these Terms.


  1. Warranty
    • Tache warrants that the Products shall comply in all material respects with their description current at the time of delivery. 
    • Tache does not warrant that the Products will meet any particular requirements. All other warranties, express or implied, are excluded to the fullest extent permitted by law.  In the absence of fraud, no oral or written information or advice given by Tache or its agents or licensees shall create a warranty or give rise to any other liability other than is given in these Terms. 


  1. Warranty Remedies
    • In respect of the Products, the Reseller agrees that its sole remedy in respect of any noncompliance with any warranty in these Terms is that Tache will accept return of the faulty Product and refund the price paid.
    • The Reseller must promptly notify Tache of any non-conformance to the above warranties and, in any event, any defect must be reported to Tache within 14 days of the date of delivery in order to benefit from the remedy stated above.


  1. Limitation of Liability
    • Nothing in these Terms shall limit or exclude Tache’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
      4. defective products under the Consumer Protection Act 1987; or
      5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    • Subject to Clause 8.1:
      1. Tache shall under no circumstances whatever be liable to the Reseller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Terms;
      2. Tache’s total liability to the Reseller in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sum equivalent to the price paid to Tache under these Terms for the Products that are subject to the Reseller’s claim. 


  1. Orders and Deliveries
    • The Reseller will deliver to Tache a purchase order, or other written order confirmation (“Order Confirmation”), for the purchase of Products.
    • Tache will consider such purchase order and, if it is able to meet its requirements, it will notify the Reseller of its acceptance of the purchase order including the estimated delivery date and shall use reasonable endeavours to deliver the Product to the Reseller at the delivery address set out in the purchase order by such date. Time for delivery of Products shall not be of the essence.
    • While Tache shall use reasonable commercial efforts to meet delivery and supply times, the Reseller's only remedy for unreasonable delay in supplying Products will be the right to terminate the agreement governed by these Terms after service of notice of breach.
    • Tache shall be under no obligation to accept any purchase orders and may refuse purchase orders at any time.
    • Acceptance of the purchase order by Tache gives rise to a binding Contract and is always subject to these Terms (“Contract”) and accordingly the Reseller is committed to the order.


  1. Price
    • The price (Price) of the Products is set out in Tache’s Order Confirmation at the date of the Reseller’s order, or such other price as the parties may agree in writing.
    • Tache reserves the right to alter any prices or specifications at any time without notice, and all Products are sold subject to the prices applicable at the time of delivery, except where Tache has accepted a purchase order and agreed fixed prices with the Reseller prior to Tache’s price increase notice becoming effective.
    • Unless agreed otherwise with the Reseller, the price quoted and charged shall include the cost of delivery in Great Britain to the Reseller's premises except that a fixed charge of £6.50 (excluding VAT) shall apply to all orders having a VAT exclusive value of less than £150.00.
    • Prices exclude VAT, which will be charged at the prevailing rate.
    • The Reseller shall be liable for any other agreed fees, any national, European Union, value added, sales, excise, state, local or other taxes or customs duties applicable.
    • Payment is due within 30 days of the date of invoice, or otherwise, according to any credit terms agreed in writing between us.
    • Without prejudice to any other right or remedy if the Reseller fails to pay Tache on the due date, Tache reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Reseller shall notify Tache in writing within 10 days of receipt of an invoice that the invoice is in dispute failing which the Reseller shall pay the invoice in full by the due date without deduction or set off.

  2. Force Majeure
    Tache shall have no liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond its reasonable control. 


  1. Severance
    If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.


  1. Waiver
    No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of these Terms shall either be or be deemed to be a waiver, or in any way prejudice any right of that party under these Terms.  No right, power or remedy in these Terms conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.


  1. Retention of Title
    • The risk in the Products shall pass to the Reseller or Broker on completion of delivery to the Reseller’s or Broker’s premises.
    • Title to the Products shall not pass to the Reseller until Tache has received payment in full (in cash or cleared funds) for:
      1. the Products; and
      2. any other products that Tache has supplied to the Reseller in respect of which payment has become due.
    • Until title to the Products has passed to the Reseller, the Reseller shall:
      1. hold the Products on a fiduciary basis as Tache’s bailee;
      2. store the Products separately from all other goods held by the Reseller so that they remain readily identifiable as Tache’s property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
      4. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      5. notify Tache immediately if it becomes subject to any of the events listed in clause 15.5; and
      6. give Tache such information relating to the Products as Tache may require from time to time,
      7. but the Reseller may resell or use the Products in the ordinary course of its business.
    • If before title to the Products passes to the Reseller the Reseller becomes subject to any of the events listed in clause 15.5, or Tache reasonably believes that any such event is about to happen and notifies the Reseller accordingly, then, provided that the Products have not been resold, and without limiting any other right or remedy Tache may have, Tache may at any time require the Reseller to deliver up the Products or, at Tache’s discretion, enter any premises of the Reseller or of any third party where the Products are stored in order to recover them.
    • For the purposes of clause 15.3(e), clause 15.4 and clause 15 of these Terms, the relevant events are as follows (“Relevant Events”):
      1. the Reseller suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
      2. the Reseller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      3. being a company a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Reseller, other than for the sole purpose of a scheme for a solvent amalgamation of the Reseller with one or more other companies or the solvent reconstruction of the Reseller;
      4. being an individual the Reseller is the subject of a bankruptcy petition or order;
      5. a creditor or encumbrances of the Reseller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
      6. being a company an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Reseller;
      7. being a company a floating charge holder over the Reseller's assets has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over the Reseller's assets or a receiver is appointed over the Reseller's assets;
      9. any event occurs, or proceeding is taken, with respect to the Reseller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.5(a) to clause 15.5(h) inclusive;
      10. the Reseller suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
      11. the Reseller's financial position deteriorates to such an extent that in Tache’s opinion the Reseller's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
      12. being an individual the Reseller dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
  1. Cancellation
    If the Reseller becomes subject to any Relevant Event listed in 15.5 of these Terms, or Tache reasonably believes that the Reseller is about to become subject to any of them, then, without limiting any other right or remedy available to Tache, Tache may cancel or suspend all further orders and deliveries under the Terms or under any other contract between the Reseller and Tache without incurring any liability to the Reseller, and all outstanding sums shall become immediately due.


  1. Third Party Rights
    The parties agree that Tache and any of its employees, sub-contractors and suppliers may in their own right enforce the provisions of this Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999 (“the Act”) which shall apply to these Terms. Without prejudice to any right or remedy apart from the Act, save as aforesaid, a person that is not a party to these Terms has no right under the Act to enforce any of the Terms contained herein.


  1. Assignment and Subcontracting
    • Tache may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.
    • The Reseller may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights of obligations under the contract without the prior written consent of Tache.

  2. Notices
    • Any notice or other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a company) or a principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or fax.
    • A notice or other communication shall be deemed to have been received: if delivered personally, when left at an address referred to in clause 19.1; if sent by pre-paid first class post or recorded delivery, at 9.00am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or, if sent by fax, one business day after transmission.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.


    1. Data Protection
Data Protection Legislation” shall mean the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and from 25 May 2018 the General Data Protection Regulation and any legislation implemented in connection with the General Data Protection regulation and any replacement legislation coming into effect from time to time;


“General Data Protection Regulation” (“GDPR”) shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;


“Personal Data” shall have the meaning given to that term in the Data Protection Legislation in force from time to time 
    • Processing of Personal Data as part of trading activities
Both Tache and the Reseller (“The Parties”) acknowledge that as part of the trading activities between the two parties, Tache will handle and process Personal Data relating to the Reseller. 
The Personal Data collected by Tache and the purposes for which it is processed in relation to the trading activities are set out below:


Personal Data
    • First Name and Surname
    • Date of Birth
    • Address and postcode [business and home]
    • Phone Number
    • Signature
    • E-mail address
  • Credit Reference Checks with reputable third party agencies
  • Account verification
  • Account maintenance including contact with the Reseller
  • Despatch of goods
  • Administration, support, improvement and development of Tache’s business generally
  • Debt collection in the event of non-payment and enforcement of Tache’s legal rights
  • Marketing of new Tache product ranges

The Reseller will be given an opportunity to tell Tache whether or not he wishes to receive direct marketing materials and communications from Tache at the time the Reseller submits or provides Personal Data to Tache.

Tache may also receive Personal Data about the Reseller from referees as notified by you as part of the client application process or from credit reference agencies.


The Reseller acknowledges that it is within the legitimate interests of Tache to obtain (whether from him or others), record and use Personal Data about the Reseller in connection with the trading relationship between the Parties (including sensitive / special categories of data).  In relation to sensitive / special categories of Personal Data, the Reseller separately gives his explicit consent to Tache to record and use this data for the same purposes and/or as is necessary for Tache to establish, exercise or defend its legal rights and/or for reasons of substantial public interest. 


Personal Data about the Reseller is retained for so long as may be reasonably required for the legitimate interests of Tache.  Personal Data is as a minimum held for 7 years after the trading relationship between the Parties ends in order to meet legal and regulatory obligations, such as information retained for HMRC requirements.


The Reseller also acknowledges that it is within the legitimate interests of Tache to disclose that information to others with a legitimate reason to receive it (e.g. relevant trade or professional bodies, professional advisers of Tache, regulatory authorities, HMRC, suppliers of Tache, potential resellers of Tache or purchasers or potential purchasers of Tache’s business, assets or shares) whether within or without the European Economic Area. Tache may also be required to disclose Personal Data about the Reseller by order of court or other competent regulatory bodies.


Where Tache transfers Personal Data to third parties to enable them to process it on Tache’s behalf, it will ensure that the providers meet or exceed the relevant legal or regulatory requirements for transferring data to them and keeping it secure. Where Personal Data is transferred to a country or international organisation outside of the UK / EEA, it will also comply with the relevant legal rules governing such transfers.


The Reseller has certain rights in relation to his Personal Data, although those rights will not apply in all cases or to all Personal Data that Tache holds. For example, Tache may need to continue to hold and process Personal Data to establish, exercise or defend its legal rights. Alternatively, the rights may not be enforceable until the General Data Protection Regulation comes into force. The Reseller may have the right to request that Tache:


  • Provides a copy of Personal Data that it holds
  • Updates Personal Data where it is out-of-date or incorrect
  • Deletes personal information that it holds
  • Restricts the way in which Tache process Personal Data 
  • Considers any valid objections to its processing of the Reseller's Personal
Tache will respond to any request from the Reseller (including providing information on whether the rights apply in the particular circumstances) within the applicable statutory time period. Complaints may be made to the Information Commissioner's Office at www.ico.org.uk  


  1. Law and Jurisdiction
    • These Terms and all matters and disputes arising from them (including non-contractual claims and disputes) shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions save that:
      • Tache shall have the right to sue to recover its fees in any jurisdiction in which the Reseller is operating or has assets; and
      • Tache shall have the right to sue for breach of the IP Rights and other proprietary information and trade secrets (whether in connection with these Terms or otherwise) in any country where it believes that infringement or a breach of these Terms relating to its IP Rights might be taking place.
    • The Reseller recognises that Tache’s business relies upon the protection of its IP Rights and that in the event of a breach or threatened breach of the IP Rights, Tache will be caused irreparable damage and shall therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of the IP Rights.
    • Subject to the provisions of this clause 21, above, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.