Studio Sew.n Ltd - Terms and Conditions of service 2026
Studio Sew.n Ltd
Terms and Conditions of service 2026
1. Definitions
2. Scope of Agreement
3. Services
4. Quotations & Orders
5. Development Services
6. Production Services
7. Customer Responsibilities
8. Customer Property, Storage & Collection
9. Consultancy, Professional Services & Content Creation
10. Pricing & Payment
11. Delivery, Collection, Risk & Title
12. Cancellations, Suspension & Termination
13. Quality Standards, Manufacturing Tolerances & Acceptance
14. Intellectual Property, Confidentiality & Commercial Relationships
15. Limitation of Liability
16. Force Majeure
17. General Terms
STUDIO SEW.N LTD
Manufacturing Services Agreement
Terms & Conditions
Effective Date: 01/01/2026
Last Updated: 01/01/2026
Document Purpose
This Manufacturing Services Agreement sets out the terms upon which Studio Sew.n Ltd provides garment development, sampling, pattern cutting, consultancy and manufacturing services.
Its purpose is to clearly define the rights and responsibilities of both Studio Sew.n Ltd and its Customers throughout the development and manufacture of products and to minimise misunderstandings by establishing a transparent commercial relationship.
These Terms and Conditions apply to every quotation, estimate, sales order, invoice and agreement entered into with Studio Sew.n Ltd unless otherwise agreed in writing.
Where any signed agreement exists between Studio Sew.n Ltd and the Customer, the terms of that agreement shall take precedence only where expressly stated.
1. Definitions
For the purposes of this Agreement, the following definitions shall apply:
Agreement means these Manufacturing Services Agreement Terms & Conditions together with any quotation, sales order, invoice or written correspondence forming part of the contract between Studio Sew.n Ltd and the Customer.
Company, Studio Sew.n, Studio Sew.n Ltd, we, our or us means Studio Sew.n Ltd, registered in England and Wales.
Customer, Client, you or your means the individual, partnership, company or organisation purchasing or intending to purchase goods or services from Studio Sew.n Ltd.
Services means all services offered by Studio Sew.n Ltd including, but not limited to:
-Product Development
-Garment Design Support
-Pattern Cutting
-Pattern Amendments
-Pattern Grading
-Sampling
-Prototype Manufacture
-Pre-production Samples
-Small Batch Manufacturing
-Bulk Production
-Garment Alterations
-Technical Consultation
-Manufacturing Consultancy
-Production Planning
-Packaging Services
-Any other services supplied by Studio Sew.n Ltd.
Products means any physical or digital goods produced, supplied or manufactured by Studio Sew.n Ltd including garments, samples, patterns, prototypes, technical documents and any other items supplied as part of the Services.
Development Stage means the period during which Studio Sew.n Ltd provides design refinement, garment development, pattern creation, sampling, fitting, amendments or any other work undertaken before bulk production commences.
Production Stage means the manufacturing phase following written approval by the Customer to proceed with manufacture.
Specification means any technical information supplied by the Customer including, but not limited to:
-Technical Packs
-CAD Drawings
-Measurements
-Size Charts
-Fabric Specifications
-Trim Specifications
-Pantone References
-Construction Details
-Stitch Types
-Labelling Instructions
-Packaging Requirements
-Care Labels
-Brand Standards
Customer Materials means any materials supplied by the Customer including fabrics, trims, elastics, labels, swing tickets, packaging, artwork, patterns, samples, accessories or any other property belonging to the Customer.
Customer Property means all intellectual property and physical property belonging to the Customer that comes into the possession of Studio Sew.n Ltd during the course of providing the Services.
Working Day means Monday to Friday excluding public holidays in England and Wales.
Written Communication includes communication sent via:
-Letter
-SMS
-Instagram Direct Messages
-Facebook Messenger
-LinkedIn Messages
-Any other electronic messaging platform agreed between the parties.
Where approval, instruction or confirmation is provided by the Customer using any of the above communication methods, Studio Sew.n Ltd shall be entitled to rely upon such approval as if it had been provided in writing by letter or email.
2. Scope of Agreement
These Terms and Conditions apply to every quotation, estimate, sales order, invoice, purchase order and agreement entered into between Studio Sew.n Ltd and the Customer.
By accepting a quotation, paying a deposit, requesting work to commence or instructing Studio Sew.n Ltd to provide any Services, the Customer acknowledges that they have read, understood and accepted these Terms and Conditions in full.
No variation to these Terms shall be binding unless agreed in writing by a Director of Studio Sew.n Ltd.
Should any provision within this Agreement be found by a court or other competent authority to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
Nothing contained within this Agreement shall affect any statutory rights that cannot lawfully be excluded.
3. Our Services
Studio Sew.n Ltd provides specialist garment development and manufacturing services on a business-to-business basis.
Services may include, but are not limited to:
-Garment Development
-Product Consultation
-Manufacturing Consultancy
-Pattern Drafting
-Pattern Digitisation
-Pattern Amendments
-Pattern Grading
-Toiles
-Prototype Development
-Sampling
-Fit Samples
-Sales Samples
-Pre-production Samples
-Small Batch Production
-Bulk Manufacturing
-Garment Repairs
-Technical Advice
-Production Planning
-Packaging Preparation
-The exact scope of Services shall be detailed within the quotation, estimate, sales order or invoice supplied to the Customer.
-Studio Sew.n Ltd reserves the right to decline any project where:
-sufficient technical information has not been supplied;
-the requested timescale is not reasonably achievable;
-the requested work falls outside our area of expertise;
-the Customer fails to comply with these Terms and Conditions; or
-continuing the project would expose Studio Sew.n Ltd to unreasonable commercial, financial or legal risk.
4. Quotations, Estimates and Orders
4.1 Quotations
All quotations, estimates and price indications provided by Studio Sew.n Ltd are issued in good faith based upon the information supplied by the Customer at the time of quotation.
Unless otherwise stated in writing, quotations remain valid for a period of thirty (30) calendar days from the date of issue.
Studio Sew.n Ltd reserves the right to withdraw, amend or replace any quotation prior to acceptance where pricing has been affected by changes including, but not limited to:
-increases in material costs;
-increases in labour costs;
-exchange rate fluctuations;
-changes in Customer specifications;
-supplier price increases;
-legislative or regulatory changes; or
-any other circumstance beyond the reasonable control of Studio Sew.n Ltd.
Acceptance of a quotation after its expiry date shall be entirely at the discretion of Studio Sew.n Ltd.
4.2 Estimates
Where Studio Sew.n Ltd provides estimated costs for development, sampling or manufacturing, such estimates are provided solely for budgeting purposes and shall not constitute a fixed price quotation unless expressly confirmed in writing.
Estimated production costs are based upon the information available at the time of quotation and may change where the Customer subsequently alters the specification, quantities, materials or manufacturing requirements.
4.3 Formation of Contract
No contract shall exist between Studio Sew.n Ltd and the Customer until one or more of the following has occurred:
-written acceptance of a quotation by the Customer;
-written acceptance of a sales order issued by Studio Sew.n Ltd;
-payment of any requested deposit;
-issue of an invoice for the agreed Services; or
-commencement of work following instruction from the Customer.
Once a contract has been formed, these Terms and Conditions shall apply to all Services provided unless expressly varied in writing by Studio Sew.n Ltd.
4.4 Purchase Orders
Where the Customer operates a purchase order system, it is the Customer’s responsibility to issue a valid purchase order before work commences.
Failure by the Customer to provide a purchase order shall not invalidate these Terms and Conditions nor affect the Customer’s obligation to pay for Services already carried out.
4.5 Customer Information
The Customer warrants that all information, documentation, specifications, measurements, artwork and technical instructions supplied to Studio Sew.n Ltd are accurate and complete.
Studio Sew.n Ltd shall not be responsible for delays, additional costs or manufacturing issues arising from inaccurate, incomplete or conflicting information supplied by the Customer.
Where clarification is required, Studio Sew.n Ltd reserves the right to suspend work until sufficient information has been received.
Any additional work required to rectify incomplete or inaccurate information supplied by the Customer may be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges.
4.6 Changes to Specification
Any alteration requested by the Customer after work has commenced, including changes to:
- design;
- sizing;
- measurements;
- fabrics;
- trims;
- construction methods;
- packaging;
- branding;
- artwork; or
- production quantities,
shall constitute a variation to the original agreement.
Studio Sew.n Ltd reserves the right to:
- revise the quotation;
- charge for any additional work undertaken;
- amend delivery dates;
- require replacement materials to be supplied by the Customer; and
- issue a revised sales order or invoice.
Where work has already been completed prior to the requested variation, such work shall remain chargeable in full.
4.7 Customer Approvals
Where Studio Sew.n Ltd requests approval of any quotation, sample, pattern, specification, production sample, measurement chart or other document, the Customer shall provide approval in writing before the next stage of work commences.
Approval may be provided by any method defined as Written Communication within this Agreement.
Once approval has been given, Studio Sew.n Ltd shall be entitled to rely upon that approval.
Subsequent changes requested after approval may incur additional charges and revised lead times.
4.8 Production Approval (Design Freeze)
Once the Customer has provided written approval to commence bulk production, the design shall be deemed frozen.
No further alterations to:
- pattern;
- sizing;
- construction;
- branding;
- materials;
- labels;
- packaging; or
- specifications
shall be accepted unless agreed in writing by Studio Sew.n Ltd.
Where Studio Sew.n Ltd agrees to implement such changes, the Customer shall be responsible for all associated costs including, but not limited to:
- labour already completed;
- replacement materials;
- remanufacture;
- administration;
- production delays; and
- revised delivery schedules.
Studio Sew.n Ltd reserves the right to decline any requested change after production has commenced.
4.9 Customer Delays Prior to Commencement
Where the Customer has accepted a quotation but fails to provide the information, materials, approvals or instructions necessary for Studio Sew.n Ltd to commence work within sixty (60) calendar days, Studio Sew.n Ltd reserves the right to withdraw the quotation and issue a revised quotation based upon current pricing.
Any deposits paid shall remain subject to the cancellation provisions contained within this Agreement.
5. Development Services
5.1 Purpose of Development Services
Development Services are intended to assist the Customer in transforming a concept or existing design into a technically manufacturable product suitable for production.
Development work may include, but is not limited to:
Product consultation
Technical review
Pattern drafting
Pattern amendments
Pattern digitisation
Pattern grading
Prototype manufacture
Sample manufacture
Fit samples
Construction advice
Manufacturing consultation
Technical recommendations
Production planning
The exact scope of the Development Services shall be agreed in writing prior to commencement.
5.2 Development Packages
Where the Customer purchases a fixed-price Development Package, the package shall include:
- the creation or amendment of one (1) garment pattern (unless otherwise specified in writing); and
- the manufacture of one (1) sewn prototype or sample of that design.
The included prototype is intended solely for the purpose of evaluating the design, fit, construction and manufacturability of the product.
The Development Package does not include unlimited design revisions or multiple prototype iterations.
5.3 Additional Amendments
Following delivery of the initial prototype or sample, the Customer shall carefully review the garment and provide consolidated feedback.
Any amendments requested after completion of the initial prototype shall be treated as additional development work and shall be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges. unless otherwise agreed in writing.
Chargeable amendments may include, but are not limited to:
- pattern alterations;
- fit adjustments;
- construction changes;
- design modifications;
- additional sampling;
- revised specifications;
- replacement prototypes;
- additional fittings; or
- any further work requested beyond the original Development Package.
Studio Sew.n Ltd shall provide an estimate of the anticipated hours where reasonably possible; however, all amendment work shall be charged according to the actual time spent.
5.4 Customer Feedback
The Customer agrees to provide all requested feedback, comments and approval decisions in a clear and consolidated manner wherever reasonably possible.
Studio Sew.n Ltd reserves the right to request clarification where conflicting or incomplete feedback has been received.
Where multiple rounds of fragmented instructions result in additional administration or repeated development work, such time may be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges.
(This clause will save you so much frustration. It stops clients sending 15 separate WhatsApp messages over three days, each changing something different.)
5.5 Development Approval
The Customer is responsible for thoroughly reviewing all prototypes, samples, patterns and technical documents supplied during the Development Stage.
Written approval from the Customer confirms that the Customer accepts the design at that stage of development.
Studio Sew.n Ltd shall not be responsible for any design feature, construction method, measurement or specification that has been approved by the Customer during the Development Stage.
5.6 Progression to Production
Completion of the Development Stage does not oblige either party to proceed into production.
Production shall only commence once:
- all required approvals have been received;
- the production quotation has been accepted;
- the required deposit has been paid;
- all Customer Materials have been received (where applicable); and
- Studio Sew.n Ltd has confirmed commencement of the Production Stage.
5.7 Client Delays During Development
Where Studio Sew.n Ltd is unable to continue work because the Customer has failed to provide approvals, specifications, materials, instructions or other information reasonably required to progress the Development Stage, and no meaningful progress has been made for a continuous period of thirty (30) calendar days, Studio Sew.n Ltd reserves the right to place the project on hold.
While a project is on hold, Studio Sew.n Ltd may reallocate production capacity, development resources and scheduled workload to other projects.
Any previously discussed lead times shall automatically become void.
5.8 Project Reactivation
Where a project has been placed on hold under Clause 5.7, Studio Sew.n Ltd reserves the right to charge a Project Reactivation Fee before recommencing work.
The Project Reactivation Fee shall be equal to ten per cent (10%) of the original estimated production value.
The purpose of this fee is to cover:
- administration;
- production rescheduling;
- review of previous development work;
- resource allocation;
- project planning; and
- recommencement of development.
No work shall recommence until the Project Reactivation Fee has been paid in full.
5.9 Project Closure
Where:
- the Development Stage has been completed;
- Studio Sew.n Ltd is ready to progress into production; and
- the Customer fails to provide approval or instruction to proceed for a continuous period exceeding ninety (90) calendar days,
Studio Sew.n Ltd reserves the right to close the project.
Upon closure, Studio Sew.n Ltd reserves the right to invoice a Project Closure Fee equal to ten per cent (10%) of the original estimated production value.
This fee reflects:
- production planning;
- administration;
- manufacturing capacity reserved;
- scheduling; and
- commercial opportunity lost as a result of the project not progressing.
Closure of the project shall not affect the Customer’s ownership of their intellectual property or Customer Property, which shall remain subject to the storage and collection provisions contained within this Agreement.
5.10 Recommencement Following Project Closure
Where a Customer wishes to recommence a project following closure, Studio Sew.n Ltd shall treat the project as a new instruction.
Studio Sew.n Ltd reserves the right to:
- issue a revised quotation;
- revise production pricing;
- amend lead times;
- require further development work;
- require updated specifications; and
- allocate the project to the next available development schedule.
5.11 Technical Recommendations
During the Development Stage, Studio Sew.n Ltd may make recommendations regarding construction methods, pattern engineering, seam types, fabric suitability or manufacturing techniques to improve the manufacturability, durability or commercial viability of the product.
The Customer remains responsible for deciding whether to accept or reject such recommendations. Where the Customer instructs Studio Sew.n Ltd to proceed contrary to professional recommendations, Studio Sew.n Ltd shall not be liable for any resulting issues relating to fit, performance, durability or manufacturability.
6. Production Services
6.1 Commencement of Production
Bulk production shall not commence until all of the following conditions have been satisfied:
- the Development Stage has been completed (where applicable);
- the Customer has provided written approval of the final prototype or pre-production sample;
- the production quotation or sales order has been accepted;
- the required deposit has been received in cleared funds;
- all Customer Materials have been received (where applicable);
- all technical specifications have been confirmed; and
- Studio Sew.n Ltd has confirmed acceptance of the production schedule.
No verbal agreement shall constitute authority to commence production.
6.2 Production Schedule
Estimated production lead times shall begin only once all requirements set out in Clause 6.1 have been satisfied.
Any delay by the Customer in supplying approvals, materials, specifications or payments shall automatically extend the estimated delivery date by at least the duration of the delay and may result in a revised production schedule.
Studio Sew.n Ltd shall not be liable for any losses arising from such delays.
6.3 Production Capacity
Studio Sew.n Ltd operates scheduled production planning.
Acceptance of a production order reserves manufacturing capacity based upon the agreed production schedule.
Where the Customer causes delays before or during production, Studio Sew.n Ltd reserves the right to:
- remove the order from the current production schedule;
- allocate production capacity to other Customers;
- provide a revised delivery estimate; and
- charge any additional costs reasonably incurred as a result of production disruption.
The Customer acknowledges that production capacity cannot be guaranteed indefinitely.
6.4 Customer-Supplied Materials
Where the Customer supplies fabrics, trims, elastics, labels, packaging or any other materials for manufacture, the Customer warrants that:
- sufficient quantities have been supplied;
- the materials are suitable for their intended purpose;
- the materials have been quality checked prior to delivery;
- the materials comply with all relevant legal and safety requirements; and
- the Customer has the legal right to use those materials.
Studio Sew.n Ltd shall not be responsible for defects caused by Customer-supplied materials.
6.5 Insufficient Materials
Where insufficient Customer Materials are supplied to complete production, Studio Sew.n Ltd shall notify the Customer as soon as reasonably practicable.
Production may be suspended until replacement materials are received.
Any resulting delays, additional labour, administration or production rescheduling shall be chargeable to the Customer.
Studio Sew.n Ltd shall not be liable for delays caused by shortages of Customer-supplied materials.
6.6 Faulty Materials
Studio Sew.n Ltd is not responsible for faults arising from materials supplied by the Customer including, but not limited to:
- knitting faults;
- weaving defects;
- dye inconsistencies;
- print defects;
- fabric distortion;
- excessive shrinkage;
- colour migration;
- coating failures;
- delamination;
- damaged trims;
- incorrect labels; or
- manufacturing faults originating from materials supplied by third parties.
Where such issues are identified after production has commenced, Studio Sew.n Ltd shall notify the Customer and await further instruction.
Any additional labour required to rectify issues caused by Customer-supplied materials shall be chargeable.
6.7 Material Yield
All material usage estimates provided by Studio Sew.n Ltd are based upon standard manufacturing assumptions.
Actual fabric consumption may vary due to:
- pattern layout efficiency;
- directional prints;
- fabric width;
- defects within the fabric;
- shrinkage;
- marker optimisation;
- matching stripes or checks;
- production wastage; and
- quality control requirements.
Studio Sew.n Ltd does not guarantee that estimated material usage will precisely match actual production consumption.
6.8 Manufacturing Tolerances
The Customer acknowledges that garment manufacturing involves acceptable commercial tolerances.
Minor variations may occur between garments in relation to:
- finished measurements;
- seam positioning;
- stitch appearance;
- print placement;
- embroidery placement;
- fabric characteristics;
- colour appearance; and
- overall finish.
Such variations shall not constitute defects where they fall within accepted commercial manufacturing tolerances.
6.9 Production Quantities
Unless otherwise agreed in writing, all production orders are subject to a manufacturing tolerance of plus or minus ten per cent (±10%) of the ordered quantity where necessary due to:
- production losses;
- quality control;
- fabric yield;
- manufacturing defects;
- supplier shortages; or
- operational efficiency.
The Customer shall be invoiced only for the actual quantity produced.
6.10 Third-Party Processes
Where production requires third-party services including, but not limited to:
- dyeing;
- garment washing;
- sublimation;
- embroidery;
- screen printing;
- DTF printing;
- heat transfer application;
- laser cutting;
- digital printing; or
- specialist finishing,
Studio Sew.n Ltd shall use reasonable endeavours to coordinate those services.
However, Studio Sew.n Ltd shall not be liable for delays, defects or losses arising solely from the acts or omissions of third-party suppliers beyond its reasonable control.
Where additional costs are incurred as a result of changes requested by the Customer or failures by third-party suppliers instructed by the Customer, such costs shall be payable by the Customer.
6.11 Quality Control
Studio Sew.n Ltd shall carry out reasonable quality inspections throughout manufacture.
Quality control procedures are intended to identify defects before dispatch but do not guarantee that every garment will be completely free from minor manufacturing variances.
Where an issue is identified before dispatch, Studio Sew.n Ltd reserves the right to repair, remake or replace the affected garment at its sole discretion.
6.12 Production Completion
Production shall be deemed complete when Studio Sew.n Ltd notifies the Customer that the order is ready for collection or dispatch.
The remaining balance shall become payable in accordance with the Payment Terms regardless of whether the Customer has arranged collection.
Storage charges may become applicable where completed goods are not collected within the timescales specified elsewhere in this Agreement.
6.13 Manufacturing Method
Unless specifically agreed otherwise in writing, Studio Sew.n Ltd shall determine the manufacturing methods, construction techniques, machinery, thread types, seam sequences and production processes used to manufacture the Products, provided that the finished Products remain consistent with the agreed Specification.
7. Customer Responsibilities
I think this section is actually missing from your current agreement, but it’s one of the most important because it makes it clear that the success of the project depends on the client fulfilling their obligations as well.
7. Customer Responsibilities
7.1 General Responsibilities
The Customer shall co-operate fully with Studio Sew.n Ltd throughout the duration of the project and shall provide all information, approvals, materials and instructions reasonably required to enable Studio Sew.n Ltd to perform the Services.
Failure by the Customer to comply with their responsibilities under this Agreement may result in delays, additional costs or suspension of the Services.
7.2 Accuracy of Information
The Customer is solely responsible for ensuring that all information supplied to Studio Sew.n Ltd is accurate, complete and up to date.
This includes, but is not limited to:
- technical packs;
- CAD drawings;
- measurements;
- size charts;
- grading specifications;
- artwork;
- branding;
- logos;
- Pantone references;
- trim specifications;
- packaging requirements;
- construction details;
- care label information;
- compliance requirements; and
- any other technical documentation.
Studio Sew.n Ltd shall not be liable for errors arising from inaccurate or incomplete information supplied by the Customer.
7.3 Customer Approvals
The Customer shall carefully review all quotations, patterns, prototypes, samples, technical documents, measurement charts and production approvals before providing written approval.
Once approval has been given, Studio Sew.n Ltd shall be entitled to rely upon that approval when progressing the project.
Subsequent changes requested by the Customer following approval may incur additional charges and revised lead times.
7.4 Timely Responses
The Customer acknowledges that timely communication is essential to maintaining agreed production schedules.
The Customer agrees to provide approvals, decisions and requested information within a reasonable timeframe.
Where the Customer delays providing approvals or instructions, Studio Sew.n Ltd reserves the right to:
- revise production schedules;
- allocate production capacity to other Customers;
- amend delivery estimates;
- place the project on hold in accordance with this Agreement; and
- recover any reasonable additional costs incurred.
Studio Sew.n Ltd shall not be responsible for delays arising from late Customer responses.
7.5 Customer-Supplied Materials
Where the Customer is responsible for supplying fabrics, trims, labels, elastics, packaging or any other materials, the Customer shall ensure that:
- all materials are supplied in sufficient quantities;
- materials are suitable for manufacture;
- all materials are clearly identified;
- replacement materials are available where necessary;
- all materials are delivered within agreed timescales.
Studio Sew.n Ltd shall not be responsible for delays resulting from late delivery of Customer Materials.
7.6 Legal Compliance
The Customer warrants that they own, or have obtained all necessary licences, permissions and intellectual property rights required for Studio Sew.n Ltd to manufacture the Products.
The Customer agrees to indemnify Studio Sew.n Ltd against any claim arising from:
- copyright infringement;
- trademark infringement;
- design right infringement;
- patent infringement;
- passing off;
- misuse of intellectual property; or
- any other legal claim arising from materials or specifications supplied by the Customer.
7.7 Regulatory Compliance
Unless otherwise agreed in writing, the Customer remains solely responsible for ensuring that Products comply with all applicable legislation, regulations and industry standards relating to:
- product safety;
- textile fibre composition;
- care labelling;
- country of origin labelling;
- flammability;
- chemical compliance;
- children’s products;
- PPE regulations;
- consumer protection legislation; and
- any other legal requirements applicable to the Products.
Studio Sew.n Ltd provides manufacturing services only and does not provide legal or regulatory certification unless expressly agreed in writing.
7.8 Customer Attendance
Where the Customer attends Studio Sew.n Ltd’s premises for fittings, consultations or collections, they agree to comply with all reasonable health and safety requirements and instructions issued by Studio Sew.n Ltd.
Studio Sew.n Ltd reserves the right to refuse access to any area containing confidential work belonging to other Customers.
7.9 Studio Visits
Visits to Studio Sew.n Ltd are strictly by prior appointment.
The Customer shall not photograph, video record or otherwise reproduce any work belonging to another customer without prior written consent from Studio Sew.n Ltd.
The Customer agrees to respect the confidentiality of all other clients and acknowledges that Studio Sew.n Ltd manufactures products for multiple businesses simultaneously.
7.10 Communication
The Customer agrees that instructions, approvals and decisions communicated via any method defined as Written Communication under this Agreement shall be deemed valid and binding.
Where conflicting instructions are received through multiple communication channels, Studio Sew.n Ltd reserves the right to request written clarification before proceeding.
Any resulting delay shall not constitute a breach of this Agreement by Studio Sew.n Ltd.
7.11 Duty to Mitigate Delay
Where Studio Sew.n Ltd notifies the Customer of any issue requiring action or information, the Customer agrees to use reasonable endeavours to respond promptly in order to minimise disruption to the agreed programme of work.
Failure to do so may result in revised lead times and additional charges where reasonably incurred.
7.12 Decision Maker
The Customer warrants that any individual providing instructions, approvals or decisions to Studio Sew.n Ltd has the authority to do so on behalf of the Customer.
Studio Sew.n Ltd shall not be responsible for delays, additional costs or disputes arising where conflicting instructions are received from multiple individuals representing the Customer.
8. Customer Property, Storage and Collection
8.1 Ownership of Customer Property
Unless otherwise agreed in writing, all Customer Property delivered to or held by Studio Sew.n Ltd shall remain the property of the Customer.
Customer Property includes, but is not limited to:
- fabrics;
- trims;
- elastics;
- labels;
- swing tickets;
- packaging;
- printed materials;
- artwork;
- original patterns supplied by the Customer;
- prototypes;
- samples;
- accessories;
- hardware; and
- any other materials supplied for the purpose of providing the Services.
Studio Sew.n Ltd accepts possession of Customer Property solely for the purpose of carrying out the agreed Services.
8.2 Duty of Care
Studio Sew.n Ltd shall take reasonable care of Customer Property whilst it remains in its possession.
However, Studio Sew.n Ltd shall not be liable for any loss, deterioration or damage arising from:
- the inherent nature of the materials;
- normal wear associated with development or manufacture;
- defects existing before delivery;
- inadequate packaging;
- force majeure events;
- theft by third parties despite reasonable security measures; or
- circumstances beyond the reasonable control of Studio Sew.n Ltd.
8.3 Storage During Active Projects
Customer Property may be stored at Studio Sew.n Ltd for the duration of an active project without additional storage charges unless otherwise agreed in writing.
Storage is provided solely for the purpose of carrying out the agreed Services and does not constitute a warehousing or fulfilment service.
8.4 Completion of Services
Upon completion, cancellation or termination of a project, Studio Sew.n Ltd shall notify the Customer when Customer Property and completed goods are available for collection.
Unless otherwise agreed in writing, the Customer shall arrange collection within thirty (30) calendar days of such notification.
8.5 Termination of Working Relationship
Where either party wishes to terminate the commercial relationship, the Customer shall provide not less than thirty (30) calendar days’ written notice where the return of Customer Property is required.
During this period, Studio Sew.n Ltd shall use reasonable endeavours to prepare Customer Property for collection.
Studio Sew.n Ltd shall provide the Customer with the number of cartons, together with the weight and external dimensions of each package, to enable the Customer to arrange collection using a courier of their choice.
8.6 Collections
The Customer shall be responsible for arranging and paying for all courier collections unless otherwise agreed in writing.
Customer Property may alternatively be collected in person by prior appointment, subject to Studio Sew.n Ltd’s agreement.
Studio Sew.n Ltd reserves the right to refuse unannounced collections.
8.7 Storage Charges
Where Customer Property or completed goods remain uncollected for more than thirty (30) calendar days following notification that they are available for collection, storage charges shall become payable.
Storage shall be charged at the rate of:
Storage shall be charged at the greater of:
- £5.00 per calendar day, or
- £0.25 per kilogram per calendar day, calculated using the packaged gross weight, whichever amount is greater.
Storage charges shall continue to accrue daily until the date of collection.
8.8 Outstanding Sums
Studio Sew.n Ltd reserves the right to withhold the release of Customer Property and completed goods until all outstanding sums due under this Agreement have been paid in full.
Outstanding sums include, but are not limited to:
- invoices;
- deposits;
- final balances;
- storage charges;
- administration charges;
- Project Reactivation Fees;
- Project Closure Fees;
- interest;
- debt recovery costs; and
- any other monies lawfully due under this Agreement.
8.9 Right of Lien
Until all outstanding sums owed by the Customer have been paid in full, Studio Sew.n Ltd shall be entitled to retain possession of Customer Property and completed goods as security for payment.
Nothing within this clause shall prejudice any other legal remedies available to Studio Sew.n Ltd.
(This is called a contractual lien. It is an important commercial protection because it expressly allows you to retain possession of customer goods until payment is made.)
8.10 Disposal of Uncollected Property
Where Customer Property or completed goods remain uncollected for a period exceeding six (6) months after written notification has been given, and reasonable attempts have been made to arrange collection, Studio Sew.n Ltd reserves the right to dispose of, recycle, donate or otherwise deal with such property as it considers appropriate.
Where reasonably practicable, Studio Sew.n Ltd shall provide not less than fourteen (14) calendar days’ written notice of its intention to dispose of the property.
Studio Sew.n Ltd shall not be liable for any loss arising from such disposal.
8.11 Costs of Disposal
Where Studio Sew.n Ltd incurs costs associated with the disposal, recycling or transportation of Customer Property due to the Customer’s failure to arrange collection, Studio Sew.n Ltd reserves the right to recover such reasonable costs from the Customer.
8.12 Insurance
Unless otherwise agreed in writing, Customer Property is stored at the Customer’s own risk.
The Customer remains responsible for arranging any insurance they consider appropriate for Customer Property whilst it is held by Studio Sew.n Ltd.
Studio Sew.n Ltd’s insurance arrangements shall not be interpreted as providing insurance cover for the full replacement value of Customer Property.
8.13 Residual Materials
Unless otherwise agreed in writing, Studio Sew.n Ltd shall have no obligation to retain surplus fabrics, trims, packaging or other residual materials remaining after completion of production.
Where the Customer wishes such materials to be retained, this shall be agreed in writing and may be subject to storage charges in accordance with this Agreement.
9. Consultancy, Professional Services & Content Creation
9.1 Consultancy Services
In addition to garment development and manufacturing, Studio Sew.n Ltd may provide consultancy and professional advisory services relating to garment design, product development, manufacturing processes and the commercial development of fashion brands.
Consultancy Services may include, but are not limited to:
- technical advice;
- garment construction advice;
- product development;
- pattern reviews;
- Tech Pack reviews;
- manufacturing feasibility;
- production planning;
- sourcing guidance;
- supplier liaison;
- sampling strategy;
- packaging advice;
- launch planning;
- costing guidance;
- production scheduling;
- mentoring; and
- general industry advice.
Unless otherwise agreed in writing, Consultancy Services are provided on a time basis and are charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges.
9.2 Professional Time
Unless expressly included within an accepted quotation, Development Package or Production Order, all professional time undertaken by Studio Sew.n Ltd shall be chargeable.
Professional time includes, but is not limited to:
- meetings;
- telephone calls;
- video calls;
- technical emails;
- project management;
- reviewing specifications;
- reviewing amendments;
- supplier liaison;
- sourcing assistance;
- preparing quotations;
- technical research;
- factory liaison;
- troubleshooting;
- administration; and
- any other professional services provided outside the agreed scope of work.
Where reasonably practicable, Studio Sew.n Ltd shall notify the Customer before undertaking chargeable Professional Time outside the original agreed scope.
9.3 Recommendations
Studio Sew.n Ltd may provide recommendations relating to:
- garment construction;
- pattern engineering;
- manufacturing techniques;
- seam construction;
- fabric suitability;
- production methods;
- finishing techniques;
- commercial manufacture; and
- product durability.
Such recommendations are provided in good faith based upon Studio Sew.n Ltd’s professional experience.
The Customer remains solely responsible for all final commercial, technical and design decisions.
Where the Customer elects not to follow the recommendations provided by Studio Sew.n Ltd, Studio Sew.n Ltd shall not be liable for any resulting issues relating to manufacture, fit, durability, performance or commercial success.
9.4 No Guarantee of Commercial Success
Studio Sew.n Ltd provides professional advice based upon industry experience.
However, Studio Sew.n Ltd does not warrant or guarantee that any product, design, collection or business venture will achieve commercial success, generate sales or meet any particular financial objective.
The Customer acknowledges that the commercial success of any product depends upon numerous factors beyond the control of Studio Sew.n Ltd.
9.5 Marketing & Social Media Support
From time to time, Studio Sew.n Ltd may, at its sole discretion, provide photographs, videos or other promotional content featuring work undertaken for the Customer.
Where such content is provided without additional charge, it shall be considered a complimentary service and shall be created entirely at the creative discretion of Studio Sew.n Ltd.
Studio Sew.n Ltd makes no guarantee regarding:
- the quantity of content produced;
- the style of photography or videography;
- editing;
- publication dates;
- platform selection; or
- promotional reach.
The provision of complimentary content shall not form part of the contractual Services unless expressly agreed in writing.
9.6 Customer Content Days
Where the Customer wishes to produce their own promotional photography or video content within Studio Sew.n Ltd’s premises, Studio Sew.n Ltd may, subject to availability, offer a dedicated content day.
Unless otherwise agreed in writing:
- Content Days shall be charged at £300.00 per day.
- Visits shall be by prior appointment only.
- Studio Sew.n Ltd reserves the right to determine suitable dates based upon production schedules.
- The Customer shall remain responsible for arranging any photographers, videographers, models or additional personnel.
Studio Sew.n Ltd reserves the right to postpone or reschedule any Content Day where operational requirements make the originally agreed date impracticable.
The Content Day fee grants access to Studio Sew.n Ltd’s premises for content creation only and does not include photography, videography, editing, styling, models or any other creative services unless expressly agreed in writing.
9.7 Studio Sew.n Marketing Rights
Studio Sew.n Ltd reserves the right to photograph, film and otherwise document Products during any stage of development or manufacture for the purposes of:
- portfolio work;
- website content;
- social media;
- marketing;
- exhibitions;
- award submissions;
- educational material; and
- business development.
Where the Customer has notified Studio Sew.n Ltd in writing that a Product or collection remains confidential prior to public launch, Studio Sew.n Ltd shall use reasonable endeavours not to publish content that would reveal confidential designs, branding or commercially sensitive information until authorised to do so.
Where reasonably practicable, Studio Sew.n Ltd shall avoid displaying the Customer’s logos, confidential documentation, unpublished branding or other commercially sensitive information without prior written consent.
9.8 Ownership of Marketing Content
Unless otherwise agreed in writing, all photographs, videos, behind-the-scenes footage, time-lapse recordings and other promotional content created by Studio Sew.n Ltd during the course of providing the Services shall remain the intellectual property of Studio Sew.n Ltd.
Studio Sew.n Ltd grants no licence permitting the Customer to reproduce, edit, distribute, publish or commercially exploit such content except with the prior written consent of Studio Sew.n Ltd.
Nothing within this clause shall prevent Studio Sew.n Ltd from using such content for its own:
- website;
- social media platforms;
- portfolio;
- promotional material;
- advertising;
- exhibitions;
- award submissions; or
- other marketing activities.
Where Studio Sew.n Ltd chooses to provide copies of photographs or videos to the Customer, such content shall be supplied subject to any licence or usage restrictions notified at the time.
9.9 Confidential Product Launches
Where the Customer notifies Studio Sew.n Ltd that a product has not yet been publicly launched, Studio Sew.n Ltd agrees not to publish marketing material showing that Product until:
- the Customer confirms launch has taken place;
- a mutually agreed publication date has passed; or
- written permission has been provided.
9.10 Creative Control
All complimentary marketing content created by Studio Sew.n Ltd shall remain entirely under the creative direction of Studio Sew.n Ltd.
Studio Sew.n Ltd shall not be obliged to amend, re-edit, remove or recreate complimentary content at the Customer’s request.
Where additional content creation, editing or revisions are requested, Studio Sew.n Ltd reserves the right to quote separately for such work.
9.11 No Exclusivity
Unless expressly agreed in writing, nothing within this Agreement shall create an exclusive manufacturing relationship between Studio Sew.n Ltd and the Customer.
Studio Sew.n Ltd remains free to provide development, consultancy and manufacturing services to any other individual or business, including businesses operating within the same market sector.
Studio Sew.n Ltd shall maintain the confidentiality of each Customer’s Confidential Information in accordance with this Agreement.
10. Pricing & Payment
10.1 Prices
Unless otherwise stated in writing, all prices quoted by Studio Sew.n Ltd are stated in Pounds Sterling (£ GBP).
Studio Sew.n Ltd is not currently registered for Value Added Tax (VAT). Should Studio Sew.n Ltd become VAT registered, VAT shall be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges, where applicable and in accordance with the legislation in force at the time of invoicing.
All quotations, estimates and prices are based upon the information, specifications and requirements supplied by the Customer at the time they are prepared.
Where the Customer subsequently changes the specification, quantities, materials, timescales or scope of work, Studio Sew.n Ltd reserves the right to revise its pricing accordingly.
Unless expressly stated otherwise, prices do not include:
- courier charges;
- customs duties;
- import taxes;
- third-party services;
- specialist finishes;
- outsourced processes; or
- any additional work requested after acceptance of the quotation.
10.2 Validity of Quotations
Unless otherwise agreed in writing, quotations remain valid for thirty (30) calendar days from the date of issue.
Following expiry of this period, Studio Sew.n Ltd reserves the right to revise pricing to reflect changes including, but not limited to:
- supplier pricing;
- labour costs;
- material costs;
- exchange rate fluctuations;
- legislative changes;
- taxation changes; and
- any other commercial factors beyond the reasonable control of Studio Sew.n Ltd.
Acceptance of an expired quotation shall be entirely at the discretion of Studio Sew.n Ltd.
10.3 Payment Structures
The payment structure applicable to each project shall be specified within the quotation, sales order or invoice.
Studio Sew.n Ltd reserves the right to determine the most appropriate payment structure for each project, taking into account factors including:
- the nature of the Services;
- the value of the project;
- production lead time;
- project complexity;
- previous trading history;
- whether the Customer is new or existing; and
- any other relevant commercial considerations.
Unless otherwise agreed in writing, payment shall be requested using one of the following methods.
10.3.1 Development Services
Development Services may be invoiced:
- in full prior to commencement;
- at agreed project milestones;
- at agreed intervals during the project; or
- upon completion of the agreed work,
as specified within the quotation or invoice.
Where Development Services are undertaken on an hourly basis, invoices shall reflect the actual time spent.
Where a fixed-price Development Package has been agreed, the package shall include only those services expressly stated within the quotation.
Any additional work requested outside the agreed package shall be charged separately.
10.3.2 Consultancy & Professional Services
Consultancy, advisory services and Professional Time shall be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges. unless otherwise agreed in writing.
Professional Time includes, but is not limited to:
- technical consultations;
- Tech Pack reviews;
- pattern reviews;
- garment construction advice;
- production planning;
- sourcing assistance;
- supplier liaison;
- meetings;
- telephone calls;
- video calls;
- technical email correspondence;
- project management;
- administration;
- manufacturing research;
- troubleshooting; and
- any other professional services provided outside the agreed scope of work.
Where reasonably practicable, Studio Sew.n Ltd shall notify the Customer before undertaking chargeable Professional Time outside the original scope of work.
Nothing within this clause prevents Studio Sew.n Ltd from providing minor advice or assistance at its sole discretion without charge.
10.3.3 Production Orders
Unless otherwise agreed in writing, Studio Sew.n Ltd reserves the right to determine the payment structure applicable to each production order.
Depending upon the value of the order, the complexity of manufacture, the Customer’s payment history and any other relevant commercial considerations, Studio Sew.n Ltd may require one of the following payment methods.
(a) Payment in Full
Payment of the full production value prior to commencement of manufacture.
This payment structure may be applied to:
- first-time Customers;
- lower-value production runs;
- projects involving bespoke materials;
- projects involving significant commercial risk; or
- where Studio Sew.n Ltd otherwise considers it appropriate.
Production shall not commence until payment has been received in cleared funds.
(b) Deposit Payment
- Fifty per cent (50%) of the agreed production value prior to commencement of manufacture.
- Fifty per cent (50%) upon completion of manufacture and prior to collection or dispatch.
Production shall not commence until the required deposit has been received in cleared funds.
(c) Alternative Payment Arrangements
Studio Sew.n Ltd may, at its sole discretion, agree alternative payment arrangements including:
- staged payments;
- milestone payments;
- monthly invoicing;
- retained balances; or
- other agreed payment schedules.
Any alternative arrangement must be confirmed in writing before work commences.
Failure to make payment in accordance with any agreed payment schedule shall entitle Studio Sew.n Ltd to suspend work immediately until payment has been received.
10.3.4 Credit Facilities
Studio Sew.n Ltd may, at its sole discretion, offer credit terms to selected Customers.
The granting of credit on one occasion shall not oblige Studio Sew.n Ltd to offer credit in the future.
Studio Sew.n Ltd reserves the right to withdraw any credit facility at any time where it considers this commercially necessary.
10.3.5 Existing Customers
Studio Sew.n Ltd reserves the right to vary payment terms for Customers who have demonstrated a satisfactory payment history over a sustained period.
Any variation shall be entirely at the discretion of Studio Sew.n Ltd and shall not create any ongoing entitlement to revised payment terms.
10.4 Deposits
Any deposit paid by the Customer is intended to secure production capacity, reserve Studio Sew.n Ltd’s time and resources, and enable work to be scheduled.
Unless otherwise stated within this Agreement, deposits are non-refundable except where Studio Sew.n Ltd is unable to perform the agreed Services through no fault of the Customer.
Nothing within this clause affects the Customer’s statutory rights where such rights cannot lawfully be excluded.
10.5 Additional Work
Any work requested by the Customer outside the original agreed scope shall constitute Additional Work.
Additional Work includes, but is not limited to:
- additional pattern amendments;
- specification changes;
- revised sampling;
- replacement prototypes;
- additional fittings;
- supplier liaison;
- project management;
- additional meetings;
- additional consultations;
- administration resulting from Customer changes; and
- any work not expressly included within the accepted quotation.
Additional Work shall be charged in accordance with Studio Sew.n Ltd’s Current Schedule of Charges. unless otherwise agreed in writing.
10.6 Administration Charges
Where the Customer requests or causes repeated administrative work outside the normal scope of the Services, Studio Sew.n Ltd reserves the right to charge for the time reasonably incurred in accordance with its Current Schedule of Charges.
Chargeable administrative work may include, but is not limited to:
- repeated revisions to invoices, quotations or sales orders;
- excessive project administration;
- repeated changes to instructions or contact details;
- repeated courier bookings, cancellations or rearrangements;
- preparation of duplicate or replacement documentation;
- locating, sorting, weighing or repackaging Customer Property beyond the normal collection process;
- repeated requests for information already supplied; and
- other administrative work arising from the Customer’s acts, omissions or changes.
Where reasonably practicable, Studio Sew.n Ltd shall notify the Customer before undertaking substantial chargeable administrative work. Minor administrative assistance may be provided without charge at Studio Sew.n Ltd’s sole discretion, but this shall not create an obligation to provide similar assistance free of charge in the future.
10.7 Invoicing
Invoices shall be issued in accordance with the agreed payment structure for the project.
Payment terms shall be stated on the relevant invoice.
Payment shall be made in Pounds Sterling (£ GBP) by the payment methods specified on the invoice.
Payment shall not be deemed received until cleared funds have been credited to Studio Sew.n Ltd’s nominated bank account.
10.8 Release of Goods
Notwithstanding any payment structure agreed between the parties, Studio Sew.n Ltd shall have no obligation to release any Products, Customer Property, patterns, samples, prototypes, grading, technical documentation or any other goods until all invoices and all other sums due under this Agreement have been paid in full in cleared funds.
For the avoidance of doubt, completed goods shall not be:
- collected;
- dispatched;
- delivered;
- transferred to any third party; or
- otherwise released,
until all outstanding sums have been settled in full.
Studio Sew.n Ltd reserves the right to exercise its rights under Clause 8 (Customer Property, Storage and Collection) until payment has been received.
10.9 Time for Payment
Time for payment shall be of the essence under this Agreement.
Failure by the Customer to make payment by the due date shall entitle Studio Sew.n Ltd to exercise any rights or remedies available under this Agreement or at law, including:
- suspension of development work;
- suspension of manufacture;
- retention of Customer Property;
- retention of completed Products;
- charging statutory interest on overdue sums; and
- recovery of reasonable costs incurred.
10.10 Late Payment
Where payment is not received by the due date, Studio Sew.n Ltd reserves the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
Interest shall accrue daily until payment has been received in full.
Studio Sew.n Ltd also reserves the right to recover any statutory fixed compensation together with any debt recovery costs, legal costs and administrative expenses recoverable by law.
10.11 Suspension of Services
Studio Sew.n Ltd reserves the right to suspend any Services where:
- invoices remain unpaid;
- deposits have not been received;
- agreed payment terms have been breached; or
- the Customer is otherwise in default of this Agreement.
Any suspension shall not relieve the Customer of their obligation to pay outstanding sums.
Lead times and production schedules shall automatically be revised following any suspension.
10.12 Recovery Costs
Where Studio Sew.n Ltd is required to pursue recovery of unpaid sums, the Customer shall be responsible for all reasonable costs recoverable by law, including:
- debt collection fees;
- tracing fees;
- court fees;
- enforcement costs;
- legal costs where recoverable; and
- administrative expenses.
10.13 Chargebacks
The Customer agrees not to initiate any payment chargeback or payment dispute without first providing Studio Sew.n Ltd with a reasonable opportunity to investigate and resolve the matter.
Where a chargeback is initiated without reasonable grounds, Studio Sew.n Ltd reserves the right to recover all reasonable costs associated with defending or reversing the chargeback.
10.14 No Set-Off
The Customer shall pay all invoices in full without deduction, withholding, counterclaim or set-off unless required by law or expressly agreed in writing by Studio Sew.n Ltd.
10.15 Taxes & Duties
The Customer shall remain solely responsible for any customs duties, import taxes, brokerage fees or other governmental charges arising after the Products leave the premises of Studio Sew.n Ltd.
11. Delivery, Collection, Risk & Title
11.1 Collection & Delivery
Upon completion of the Services, and subject to Clause 10 (Pricing & Payment), the Products shall be made available for either:
- collection by the Customer;
- collection by a courier or carrier appointed by the Customer;
- dispatch by Studio Sew.n Ltd using a courier agreed with the Customer; or
- any other delivery method agreed in writing.
Unless otherwise agreed, the Customer shall be responsible for arranging collection of completed Products from Studio Sew.n Ltd’s premises.
Studio Sew.n Ltd shall notify the Customer when the Products are ready for collection or dispatch.
11.2 Collection Appointments
Collections from Studio Sew.n Ltd shall be by prior appointment only.
Studio Sew.n Ltd reserves the right to refuse unannounced collections where operational requirements make collection impracticable.
Where the Customer appoints a third-party courier, it shall be the Customer’s responsibility to ensure that:
- the courier attends on the agreed date;
- the correct collection address has been provided;
- any booking references have been supplied;
- the courier has suitable vehicles and equipment;
- and the courier has appropriate insurance cover.
11.3 Estimated Lead Times & Delivery Dates
Any production lead times or delivery dates provided by Studio Sew.n Ltd are estimates only unless expressly confirmed in writing as guaranteed.
Studio Sew.n Ltd shall use reasonable endeavours to meet estimated completion and delivery dates but shall not be liable for delays caused by:
- Customer delays;
- late approvals;
- changes to the specification;
- shortages of Customer Materials;
- supplier delays;
- courier delays;
- customs procedures;
- force majeure events; or
- any circumstance beyond the reasonable control of Studio Sew.n Ltd.
Time shall not be of the essence in relation to delivery unless expressly agreed in writing.
11.4 Packaging
Unless otherwise agreed in writing, Studio Sew.n Ltd shall package Products using packaging considered suitable for normal transportation.
Where the Customer requests specialist packaging, branded packaging or enhanced protective packaging, any additional costs shall be payable by the Customer.
11.5 Transfer of Risk
Risk in all Products shall pass to the Customer immediately upon the Products leaving the premises of Studio Sew.n Ltd.
This shall apply regardless of whether the Products are:
- collected by the Customer;
- collected by a courier or carrier appointed by the Customer;
- dispatched by Studio Sew.n Ltd using a courier arranged on the Customer’s behalf; or
- otherwise leave the premises of Studio Sew.n Ltd.
From the moment the Products leave the premises of Studio Sew.n Ltd, the Customer assumes all responsibility for:
- loss;
- theft;
- accidental damage;
- deterioration;
- transit damage; and
- any other risk associated with transportation or storage.
Studio Sew.n Ltd shall have no liability for any loss or damage occurring after the Products have left its premises except where such liability cannot lawfully be excluded.
11.6 Customer-Appointed Couriers
Where the Customer arranges or nominates a courier or carrier to collect the Products, that courier shall be deemed to be acting solely on behalf of the Customer.
The Customer is responsible for ensuring that their chosen courier carries insurance sufficient to cover the full retail replacement value of the Products, or such other value as the Customer considers appropriate.
Studio Sew.n Ltd accepts no liability for:
- loss;
- theft;
- damage;
- delay;
- misdelivery; or
- any other issue occurring after the Products have left its premises.
Any claim for loss, theft, damage or delay occurring during transit shall be made directly by the Customer against the relevant courier or carrier. Studio Sew.n Ltd shall have no obligation to pursue or manage such claims on the Customer’s behalf.
11.7 Couriers Arranged by Studio Sew.n Ltd
Where Studio Sew.n Ltd agrees to arrange a courier on behalf of the Customer, Studio Sew.n Ltd acts solely as the Customer’s agent when making such arrangements.
Risk shall transfer to the Customer immediately upon the Products leaving the premises of Studio Sew.n Ltd.
Studio Sew.n Ltd shall use reasonable care when selecting and instructing the courier but shall not be liable for any delay, loss, theft or damage occurring during transit.
Where additional transit insurance is requested by the Customer, Studio Sew.n Ltd shall use reasonable endeavours to arrange such insurance at the Customer’s expense.
Unless expressly requested by the Customer, courier services shall be arranged using the courier’s standard compensation limits.
It is the Customer’s responsibility to notify Studio Sew.n Ltd before dispatch if additional transit insurance is required.
Where any loss, damage, theft or delay occurs during transit, the Customer shall pursue any claim directly with the relevant courier or carrier. Studio Sew.n Ltd shall provide reasonable assistance by supplying copies of booking confirmations, proof of dispatch or other documentation reasonably required to support such a claim, but shall not be responsible for administering or settling the claim.
11.8 Inspection of Products
The Customer shall inspect all Products as soon as reasonably practicable following collection or delivery.
Any claim relating to:
- shortages;
- incorrect quantities;
- transit damage;
- visible manufacturing defects; or
- any other issue reasonably discoverable upon inspection,
must be notified to Studio Sew.n Ltd in writing within seven (7) calendar days of receipt.
The notification shall include reasonable details together with supporting photographs where appropriate.
Failure to notify Studio Sew.n Ltd within this period shall constitute acceptance of the Products, except where the issue could not reasonably have been identified during a normal inspection.
11.9 Failure to Collect
Where completed Products are not collected within the agreed timescale, Studio Sew.n Ltd reserves the right to:
- return the Products to storage;
- apply storage charges in accordance with Clause 8;
- recover any additional handling or courier costs reasonably incurred; and
- exercise its rights under this Agreement relating to Customer Property.
11.10 Export Orders
Where Products are exported outside the United Kingdom, the Customer shall be responsible for:
- customs declarations;
- import licences;
- import VAT and local taxes;
- customs duties;
- brokerage charges; and
- compliance with all laws applicable within the destination country,
unless otherwise agreed in writing.
Studio Sew.n Ltd shall not be liable for delays resulting from customs procedures or governmental inspections.
11.11 Retention of Title
Legal title (ownership) of all Products supplied by Studio Sew.n Ltd shall remain with Studio Sew.n Ltd until all sums due under this Agreement have been paid in full in cleared funds.
Until ownership passes:
- the Customer shall hold the Products as bailee for Studio Sew.n Ltd;
- the Customer shall keep the Products identifiable as the property of Studio Sew.n Ltd where reasonably practicable;
- the Customer shall not pledge, charge or otherwise use the Products as security for any debt.
Where payment becomes overdue, Studio Sew.n Ltd reserves the right, without prejudice to any other rights or remedies available to it, to require the return of any Products for which payment has not been received.
12. Cancellations, Suspension & Termination
12.1 Customer Cancellation
The Customer may cancel the Services at any time by providing written notice to Studio Sew.n Ltd.
Cancellation shall not affect the Customer’s obligation to pay for:
- Services already completed;
- work in progress;
- Professional Time incurred;
- materials purchased;
- third-party costs incurred;
- administration reasonably undertaken in connection with the project; and
- any other costs reasonably incurred prior to cancellation.
Studio Sew.n Ltd shall provide a final invoice detailing the sums due following cancellation.
12.2 Cancellation Before Work Commences
Where the Customer cancels after accepting a quotation but before Studio Sew.n Ltd has commenced work, Studio Sew.n Ltd reserves the right to retain any reasonable administration costs and recover any non-refundable costs already incurred on behalf of the Customer.
Where no costs have been incurred, Studio Sew.n Ltd may, at its sole discretion, refund any monies paid.
12.3 Cancellation During Development
Where a Development Package or hourly development project is cancelled after work has commenced, the Customer shall remain liable for:
- all completed development work;
- all work in progress;
- Professional Time;
- purchased materials;
- subcontractor costs;
- administration; and
- any agreed Project Closure Fee where applicable.
Completed development work, including patterns, samples and technical documents, shall only be released following payment of all outstanding sums.
12.4 Cancellation During Production
Where a production order is cancelled after manufacture has commenced, Studio Sew.n Ltd reserves the right to recover payment for:
- all labour completed;
- work in progress;
- materials purchased;
- specialist processes completed;
- subcontractor costs;
- administration;
- production planning;
- storage costs where applicable; and
- the reasonable loss of profit arising from the cancellation.
Studio Sew.n Ltd shall use reasonable endeavours to minimise any losses where commercially practicable.
12.5 Suspension by the Customer
Where the Customer requests that work be suspended, Studio Sew.n Ltd shall use reasonable endeavours to accommodate the request.
During any period of suspension:
- production capacity may be reallocated;
- estimated completion dates shall become void;
- storage charges may become payable;
- project schedules may be revised.
Studio Sew.n Ltd does not guarantee that work will recommence immediately following suspension.
12.6 Suspension Due to Customer Delay
Where Studio Sew.n Ltd is unable to continue work because the Customer has failed to provide:
- approvals;
- specifications;
- materials;
- instructions;
- payments; or
- any other information reasonably required,
and no meaningful progress has been made for a continuous period of thirty (30) calendar days, Studio Sew.n Ltd reserves the right to place the project on hold.
The provisions relating to Project Reactivation contained within this Agreement shall then apply.
12.7 Project Reactivation
Where a project has been placed on hold due to Customer delay, Studio Sew.n Ltd reserves the right to charge a Project Reactivation Fee equal to ten per cent (10%) of the original estimated production value before recommencing work.
The fee reflects:
- administration;
- project review;
- production rescheduling;
- resource allocation;
- recommencement planning; and
- associated commercial costs.
No work shall recommence until the Project Reactivation Fee has been paid.
12.8 Project Closure
Where:
- Development Services have been completed;
- Studio Sew.n Ltd is ready to proceed;
- and the Customer fails to provide further instruction for more than ninety (90) consecutive calendar days,
Studio Sew.n Ltd reserves the right to close the project.
Upon closure, Studio Sew.n Ltd may issue a Project Closure Fee equal to ten per cent (10%) of the original estimated production value.
Closure of the project shall not affect the Customer’s obligation to pay any outstanding sums due under this Agreement.
12.9 Termination by Studio Sew.n Ltd
Studio Sew.n Ltd reserves the right to terminate the Agreement immediately by written notice where:
- the Customer materially breaches this Agreement;
- invoices remain unpaid;
- the Customer becomes insolvent or enters into any insolvency procedure;
- abusive, threatening or inappropriate behaviour is directed towards Studio Sew.n Ltd or its representatives;
- the Customer requires Studio Sew.n Ltd to undertake unlawful activities; or
- continuing the project would expose Studio Sew.n Ltd to unreasonable commercial, financial or legal risk.
Termination shall not affect Studio Sew.n Ltd’s right to recover any outstanding sums.
12.10 Consequences of Termination
Upon termination:
- all outstanding invoices shall become immediately payable;
- Studio Sew.n Ltd may suspend all further Services;
- Customer Property shall remain subject to Clause 8;
- storage charges may become payable;
- completed work shall not be released until all outstanding sums have been paid.
Termination shall not affect any accrued rights or obligations existing prior to termination.
12.11 Survival
The following provisions shall survive termination of this Agreement:
- payment obligations;
- storage charges;
- intellectual property;
- confidentiality;
- limitation of liability;
- debt recovery;
- governing law;
- and any other clause intended by its nature to survive termination.
12.12 Cooling-Off Period
The Customer acknowledges that this Agreement is entered into on a business-to-business basis.
Unless otherwise required by law, the Customer shall have no statutory cooling-off period once Studio Sew.n Ltd has accepted the order or commenced the Services.
13. Quality Standards, Manufacturing Tolerances & Acceptance
This is a hugely important section because it protects you from complaints that are subjective rather than genuine manufacturing defects.
One thing I want to avoid is clients expecting every handmade or small-batch garment to be absolutely identical. Commercial manufacturing simply doesn’t work like that, and this section explains why.
13. Quality Standards, Manufacturing Tolerances & Acceptance
13.1 Commercial Manufacturing Standards
Studio Sew.n Ltd manufactures Products in accordance with accepted commercial garment manufacturing practices and industry standards.
The Customer acknowledges that garment manufacture, particularly where Products are handmade, produced in small batches or involve specialist construction techniques, may naturally result in minor variations between individual Products.
Such variations shall not, of themselves, constitute defects.
13.2 Customer Approval
Where Studio Sew.n Ltd provides:
- prototypes;
- fit samples;
- pre-production samples;
- size sets;
- patterns;
- grading;
- technical drawings; or
- any other approval sample,
the Customer shall carefully inspect and approve such items before production proceeds.
Written approval by the Customer confirms acceptance of:
- the design;
- fit;
- sizing;
- construction;
- finishes;
- branding;
- materials; and
- overall appearance,
subject only to normal commercial manufacturing tolerances.
Once production has commenced following Customer approval, Studio Sew.n Ltd shall be entitled to rely upon that approval.
13.3 Manufacturing Tolerances
The Customer acknowledges that reasonable manufacturing tolerances are inherent within garment production.
Minor variations may occur in relation to:
- finished measurements;
- seam positioning;
- stitch appearance;
- topstitch spacing;
- print placement;
- embroidery placement;
- fabric alignment;
- colour appearance;
- fabric handle;
- pressing; and
- overall finish.
Such variations shall not constitute manufacturing defects where they fall within accepted commercial manufacturing tolerances.
13.4 Measurement Tolerances
Unless otherwise agreed in writing, finished garment measurements shall be subject to commercially accepted manufacturing tolerances.
The existence of minor dimensional differences shall not of itself constitute defective manufacture.
Most UK manufacturers work to approximately:
- ±1 cm on smaller measurements (necklines, pockets, straps, etc.)
- ±2 cm on larger garment measurements (chest, waist, length, etc.)
Rather than hard-coding figures, I’d suggest wording it as:
Unless specific tolerances have been agreed in writing within the technical specification, commercially accepted garment manufacturing tolerances shall apply.
13.5 Colour Matching
Studio Sew.n Ltd shall use reasonable endeavours to manufacture Products in accordance with the agreed colour references.
The Customer acknowledges that colour variation may occur due to:
- dye batches;
- fabric composition;
- digital printing processes;
- screen printing processes;
- sublimation;
- embroidery thread;
- monitor calibration;
- lighting conditions; and
- manufacturing processes.
Minor colour variation shall not constitute a manufacturing defect.
13.6 Customer-Supplied Materials
Where the Customer supplies fabrics, trims or other materials, Studio Sew.n Ltd shall not be responsible for defects arising from:
- fabric faults;
- dye inconsistencies;
- shrinkage;
- print quality;
- coating failures;
- delamination;
- trim defects;
- manufacturing faults originating from suppliers; or
- any inherent characteristic of the supplied materials.
Where such issues become apparent during manufacture, Studio Sew.n Ltd shall notify the Customer as soon as reasonably practicable.
Any additional labour required shall be chargeable.
13.7 Natural Characteristics
The Customer acknowledges that certain fabrics and materials naturally exhibit characteristics including, but not limited to:
- shade variation;
- texture variation;
- stretch variation;
- pile direction;
- natural fibres;
- recycled fibres; and
- handmade finishes.
Such characteristics shall not constitute manufacturing defects.
13.8 Specialist Processes
Where Products include specialist techniques including:
- embroidery;
- screen printing;
- sublimation;
- heat transfer;
- garment washing;
- distressing;
- embellishment;
- rhinestone application;
- laser cutting; or
- other specialist finishes,
the Customer acknowledges that slight variations are inherent within such processes.
Studio Sew.n Ltd shall not be liable for reasonable variations arising from these processes.
13.9 Quality Control
Studio Sew.n Ltd shall carry out reasonable quality inspections during manufacture.
Where defects are identified before dispatch, Studio Sew.n Ltd reserves the right to:
- repair;
- remake;
- replace; or
- reject
the affected Product before dispatch.
The method of rectification shall be at the sole discretion of Studio Sew.n Ltd.
13.10 Defective Products
Where the Customer believes that Products contain a manufacturing defect, the Customer shall notify Studio Sew.n Ltd in accordance with Clause 11.
Studio Sew.n Ltd shall be given a reasonable opportunity to inspect the Products before any repair, alteration or disposal takes place.
Failure to provide such opportunity may invalidate the Customer’s claim.
13.11 Alterations, Misuse and Customer-Caused Damage
Studio Sew.n Ltd shall not be liable for any defect, damage or deterioration arising where Products have been:
- altered;
- repaired;
- modified;
- relabelled;
- reprinted;
- embellished;
- incorrectly stored;
- incorrectly washed or cared for;
- subjected to misuse;
- subjected to abnormal wear;
- used outside their intended purpose; or
- otherwise changed by the Customer or any third party after leaving the premises of Studio Sew.n Ltd.
Studio Sew.n Ltd shall not be responsible for damage resulting from excessive force, accidental damage, improper handling, exposure to unsuitable environmental conditions, chemical exposure, misuse, negligence or any use beyond the intended purpose or reasonable performance expectations of the Product.
Where Studio Sew.n Ltd reasonably believes that damage has resulted from alteration, misuse, accidental damage, improper handling or any cause other than a manufacturing defect, Studio Sew.n Ltd reserves the right to reject the claim.
The Customer shall not intentionally alter, damage or otherwise interfere with any Product for the purpose of supporting or pursuing a claim against Studio Sew.n Ltd.
Where Studio Sew.n Ltd reasonably suspects that a Product has been intentionally damaged, altered or tampered with after leaving its premises, Studio Sew.n Ltd reserves the right to:
- refuse the claim;
- request further information or evidence;
- require the Product to be returned for independent inspection; and
- recover any reasonable costs incurred in investigating a claim subsequently found to be false, misleading or fraudulent.
Nothing within this clause shall affect the Customer’s statutory rights or prevent the Customer from making a genuine claim in respect of a legitimate manufacturing defect.
Where the cause of any alleged defect cannot reasonably be determined from photographs alone, Studio Sew.n Ltd reserves the right to require the Product to be returned for inspection before any decision regarding repair, replacement, refund or other remedy is made. The Customer shall not dispose of, alter or repair the Product until such inspection has taken place, unless otherwise agreed in writing by Studio Sew.n Ltd.
13.12 Claims Investigation
Where Studio Sew.n Ltd reasonably believes that damage has resulted from alteration, misuse, accidental damage, improper handling or any cause other than a manufacturing defect, Studio Sew.n Ltd reserves the right to reject the claim.
The Customer shall not intentionally alter, damage, tamper with or otherwise interfere with any Product for the purpose of supporting or pursuing a claim against Studio Sew.n Ltd.
The Customer shall not knowingly submit photographs, videos, documents or any other evidence that has been materially altered, manipulated, fabricated or generated using artificial intelligence or any other digital technology in a manner that misrepresents the condition of the Product or the nature, cause or extent of any alleged defect.
Where Studio Sew.n Ltd reasonably suspects that:
- a Product has been intentionally damaged or altered after leaving its premises;
- evidence has been manipulated or fabricated;
- photographs or videos do not accurately represent the Product supplied; or
- any claim is false, misleading or fraudulent,
Studio Sew.n Ltd reserves the right to:
- reject the claim;
- request additional evidence;
- require the Product to be returned for inspection;
- appoint an independent third party to inspect the Product where appropriate; and
- recover any reasonable costs incurred in investigating a claim subsequently found to be false, misleading or fraudulent.
Where the cause of an alleged defect cannot reasonably be determined from photographs or other supporting evidence alone, Studio Sew.n Ltd reserves the right to require the Product to be returned for physical inspection before any decision regarding repair, replacement, refund or any other remedy is made.
The Customer shall not dispose of, alter or repair the Product until such inspection has taken place, unless otherwise agreed in writing by Studio Sew.n Ltd.
Nothing within this clause shall prevent the Customer from making a genuine claim in respect of a legitimate manufacturing defect, nor shall it affect any statutory rights that cannot lawfully be excluded.
14. Intellectual Property, Confidentiality & Commercial Relationships
14.1 Confidential Information
Each party agrees to keep confidential all non-public commercial, technical and financial information received from the other party in connection with the Services.
Confidential Information includes, but is not limited to:
- business plans;
- product concepts;
- garment designs;
- technical packs;
- CAD drawings;
- specifications;
- grading;
- patterns;
- pricing;
- supplier information;
- customer information;
- manufacturing documentation;
- commercial forecasts;
- prototypes;
- samples;
- artwork;
- marketing plans; and
- any information that would reasonably be considered confidential.
Neither party shall disclose such information to any third party except:
- where reasonably necessary to perform the Services;
- where required by law; or
- where expressly authorised in writing by the other party.
14.2 Customer Intellectual Property
All intellectual property supplied by the Customer shall remain the sole property of the Customer.
This includes, but is not limited to:
- logos;
- trademarks;
- branding;
- artwork;
- graphics;
- CAD files;
- Tech Packs;
- original patterns supplied by the Customer;
- registered designs;
- packaging artwork;
- marketing material; and
- any other intellectual property belonging to the Customer.
Nothing within this Agreement transfers ownership of such intellectual property to Studio Sew.n Ltd.
14.3 Studio Sew.n Intellectual Property
Studio Sew.n Ltd shall retain ownership of all intellectual property created independently of the Customer, including but not limited to:
- manufacturing methods;
- construction techniques;
- internal templates;
- production systems;
- pricing structures;
- workflow documentation;
- quality control procedures;
- training materials;
- business processes;
- quotations;
- internal forms;
- standard operating procedures; and
- proprietary documentation.
Nothing within this Agreement transfers ownership of Studio Sew.n Ltd’s intellectual property to the Customer.
14.4 Ownership of Development Work
Unless otherwise agreed in writing, bespoke development work commissioned and paid for by the Customer, including garment patterns, grading, technical drawings and related development documents created specifically for the Customer, shall become the property of the Customer once all invoices relating to the Development Services have been paid in full.
Until payment has been received in full, Studio Sew.n Ltd shall retain ownership of all development work and reserves the right to withhold the release of any patterns, grading, technical drawings, samples or related development documents in accordance with this Agreement.
Studio Sew.n Ltd reserves the right to retain working copies of development documents solely for the purposes of:
- record keeping;
- quality assurance;
- legal compliance;
- future support of the Customer’s project; and
- maintaining business records.
14.5 Manufacturing Knowledge
Nothing within this Agreement prevents Studio Sew.n Ltd from applying the manufacturing knowledge, experience, techniques, skills or expertise gained during the course of providing the Services for the benefit of other Customers.
Provided that Confidential Information belonging to one Customer is not disclosed, Studio Sew.n Ltd shall remain free to apply its general manufacturing experience across all projects.
14.6 No Exclusivity
Unless expressly agreed in writing by a Director of Studio Sew.n Ltd and signed by both parties, nothing contained within this Agreement shall create an exclusive manufacturing relationship.
Studio Sew.n Ltd shall remain free to provide development, consultancy and manufacturing services to any other business or individual, including businesses operating within the same industry or market sector.
Studio Sew.n Ltd shall maintain the confidentiality of each Customer’s Confidential Information and shall not knowingly disclose confidential information belonging to one Customer to another.
14.7 Studio Sew.n Portfolio Rights
Subject to Clause 9 (Consultancy, Professional Services & Content Creation), Studio Sew.n Ltd reserves the right to photograph, film, video record, digitally capture and otherwise document Products during any stage of development or manufacture for the purposes of:
- portfolio work;
- website content;
- social media;
- exhibitions;
- award submissions;
- educational material;
- promotional material; and
- business development.
Where reasonably practicable, Studio Sew.n Ltd shall avoid displaying the Customer’s branding, logos, confidential documentation or commercially sensitive information unless the Customer has expressly agreed otherwise in writing.
14.8 Customer Confidential Launches
Where the Customer notifies Studio Sew.n Ltd in writing before manufacture commences that a Product or collection has not yet been publicly launched, Studio Sew.n Ltd shall keep that Product confidential until:
- the Customer confirms the launch has taken place;
- a mutually agreed publication date has passed; or
- written permission has been granted by the Customer.
14.9 Non-Solicitation
During the provision of the Services, and for a period of twelve (12) months following completion or termination of the Agreement, the Customer shall not knowingly solicit for employment or engagement any employee or contractor of Studio Sew.n Ltd who has been directly involved in the Customer’s project without the prior written consent of Studio Sew.n Ltd.
This clause shall not prohibit:
- general recruitment advertising not specifically targeted at Studio Sew.n Ltd personnel; or
- any employee or contractor of Studio Sew.n Ltd from independently seeking or accepting employment of their own accord.
14.10 Independent Contractors
Nothing contained within this Agreement shall create a partnership, joint venture, agency or employment relationship between Studio Sew.n Ltd and the Customer.
Each party shall remain an independent contracting business.
14.11 Non-Circumvention & Business Introductions
During the course of providing the Services, Studio Sew.n Ltd may introduce the Customer to third parties, including but not limited to:
- suppliers;
- manufacturers;
- subcontractors;
- printers;
- embroiderers;
- finishers;
- pattern graders;
- fabric suppliers;
- trim suppliers;
- logistics providers;
- photographers;
- videographers;
- designers;
- consultants;
- retailers;
- distributors;
- commercial collaborators;
- strategic business contacts; and
- other business opportunities.
Such introductions are made as a result of Studio Sew.n Ltd’s industry knowledge, professional experience, commercial relationships and consultancy services, and form part of the value of the Services provided.
The Customer agrees that neither it, nor any person acting on its behalf, shall knowingly use any introduction, recommendation or business opportunity provided by Studio Sew.n Ltd for the purpose of deliberately circumventing Studio Sew.n Ltd in order to avoid paying fees for Services already agreed, commissioned, introduced, arranged or substantially facilitated by Studio Sew.n Ltd.
Nothing within this clause shall prevent the Customer from establishing independent commercial relationships with third parties introduced by Studio Sew.n Ltd where:
- Studio Sew.n Ltd has completed the Services for which it was engaged;
- all invoices and all other sums due to Studio Sew.n Ltd have been paid in full;
- no contractual obligations remain outstanding between the parties; and
- the Customer is not using such relationships to avoid payment, avoid agreed fees or otherwise undermine the contractual relationship with Studio Sew.n Ltd.
For the avoidance of doubt, this clause is intended solely to protect the legitimate commercial interests, professional expertise and business relationships of Studio Sew.n Ltd. It shall not prevent fair competition or restrict the Customer from sourcing goods or services independently through their own research, existing relationships or suppliers and service providers not introduced by Studio Sew.n Ltd.
The Customer acknowledges that Studio Sew.n Ltd’s industry contacts, supplier network, commercial relationships and business introductions constitute valuable confidential business assets developed through significant investment of time, experience and commercial resources.
14.12 Supplier Information
The Customer acknowledges that Studio Sew.n Ltd has invested significant time and resources in developing its network of trusted suppliers and specialist service providers.
Unless otherwise agreed in writing, Studio Sew.n Ltd shall not be obliged to disclose the identity, contact details or commercial arrangements of its suppliers, subcontractors or manufacturing partners.
Nothing in this Agreement obliges Studio Sew.n Ltd to disclose the identity of any supplier where doing so would prejudice its legitimate commercial interests or breach a confidentiality obligation owed to that supplier.
Where Studio Sew.n Ltd chooses to disclose such information, it does so at its sole discretion and without creating any obligation to make further introductions.
14.13 Reverse Engineering & Manufacturing Methods
Nothing within this Agreement grants the Customer any right to copy, reproduce, reverse engineer or otherwise exploit Studio Sew.n Ltd’s proprietary manufacturing methods, production systems, internal templates, workflows, quality control procedures or manufacturing know-how except as reasonably necessary to use the Products or bespoke development work expressly commissioned by the Customer.
For the avoidance of doubt, this clause shall not restrict the Customer’s ownership or use of any bespoke patterns, grading, technical drawings or other development documentation that become the Customer’s property under Clause 14.4.
14.14 Digital Assets & File Retention
Studio Sew.n Ltd may retain digital copies of project files, patterns, grading, CAD files, emails and technical documentation for record-keeping, legal compliance, quality assurance and business continuity purposes. Unless otherwise agreed in writing, Studio Sew.n Ltd shall have no obligation to retain such files indefinitely and may securely archive or delete them after a reasonable period.
15. Limitation of Liability
15.1 Reasonable Skill and Care
Studio Sew.n Ltd shall perform the Services using reasonable skill, care and diligence consistent with accepted commercial garment manufacturing practices and industry standards.
Nothing within this Agreement shall be interpreted as guaranteeing that any Product, Development Service or Consultancy Service will achieve a particular commercial outcome, performance standard, level of profitability or business success.
15.2 Liability Limited to the Services Provided
Studio Sew.n Ltd shall only be liable for loss or damage arising directly from its own breach of this Agreement or negligence.
Studio Sew.n Ltd shall not be liable for any loss or damage arising from:
- inaccurate, incomplete or misleading information supplied by the Customer;
- Customer-approved specifications, samples, patterns or prototypes;
- Customer-supplied materials;
- Customer instructions;
- third-party suppliers or service providers instructed by the Customer;
- misuse, improper handling or improper care of the Products after they have left Studio Sew.n Ltd’s premises;
- alterations or modifications carried out by the Customer or any third party; or
- any circumstance beyond the reasonable control of Studio Sew.n Ltd.
15.3 Indirect and Consequential Loss
To the fullest extent permitted by law, Studio Sew.n Ltd shall not be liable for any indirect, incidental, special or consequential loss arising out of or in connection with the Services.
This includes, but is not limited to:
- loss of profit;
- loss of sales;
- loss of revenue;
- loss of business opportunity;
- loss of anticipated savings;
- loss of contracts;
- loss of goodwill;
- reputational damage;
- business interruption;
- production downtime; or
- any other indirect or consequential financial loss.
15.4 Maximum Liability
Subject to Clause 15.10, the total aggregate liability of Studio Sew.n Ltd arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Customer to Studio Sew.n Ltd for the specific Services giving rise to the claim.
Where a claim relates only to a specific Product, batch, Development Package or stage of the Services, Studio Sew.n Ltd’s liability shall be limited to the fees paid in respect of that Product, batch, Development Package or stage only.
15.5 Duty to Mitigate Loss
The Customer shall take all reasonable steps to minimise any loss arising from any alleged breach of this Agreement.
Studio Sew.n Ltd shall not be liable for any loss that could reasonably have been avoided by the Customer.
15.6 Customer-Supplied Materials
Studio Sew.n Ltd accepts no liability for any defect, failure or loss arising from Customer-supplied fabrics, trims, labels, components, packaging or other materials.
Where Customer-supplied materials result in additional labour, administration or manufacturing costs, such costs shall be payable by the Customer in accordance with Studio Sew.n Ltd’s Current Schedule of Charges.
15.7 Third-Party Services
Where third-party suppliers or service providers are engaged as part of a project, Studio Sew.n Ltd shall not be liable for delays, defects or losses arising solely from the acts or omissions of those independent third parties.
Where Studio Sew.n Ltd arranges such services on behalf of the Customer, Studio Sew.n Ltd acts solely as the Customer’s agent unless otherwise agreed in writing.
15.8 Professional Advice
Any consultancy, recommendations or professional advice provided by Studio Sew.n Ltd is offered in good faith and based upon its experience within the garment manufacturing industry.
The Customer remains solely responsible for all commercial, regulatory, legal and business decisions relating to their Products and business.
Studio Sew.n Ltd shall not be liable where:
- the Customer elects not to follow professional recommendations;
- the Customer modifies or departs from Studio Sew.n Ltd’s advice;
- commercial outcomes differ from expectations; or
- the Customer’s business objectives are not achieved.
15.9 Effect of Customer Approvals
Where the Customer has approved:
- patterns;
- samples;
- prototypes;
- grading;
- specifications;
- artwork;
- measurements;
- branding;
- colours; or
- production approvals,
Studio Sew.n Ltd shall not be liable for any issue arising directly from those approved elements, except where Studio Sew.n Ltd has failed to manufacture in accordance with the approved specification.
15.10 Non-Excludable Liability
Nothing within this Agreement shall exclude or limit any liability that cannot lawfully be excluded or limited under the laws of England and Wales.
This includes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot lawfully be excluded or limited.
15.11 Insurance
Studio Sew.n Ltd shall maintain such insurance as it reasonably considers appropriate for the operation of its business.
Nothing within this Agreement shall be interpreted as providing insurance cover for:
- Customer Property;
- Customer Materials;
- Products;
- goods in transit; or
- the Customer’s business activities,
except where expressly agreed in writing.
15.12 Time Limit for Claims
The Customer shall notify Studio Sew.n Ltd of any claim in accordance with the notification procedures set out elsewhere within this Agreement.
To the fullest extent permitted by law, any legal proceedings arising out of or in connection with the Services shall be commenced within twelve (12) months of the event giving rise to the claim.
15.13 Remedies
Where Studio Sew.n Ltd accepts responsibility for a genuine manufacturing defect or breach of this Agreement, Studio Sew.n Ltd shall, at its sole discretion, be entitled to:
- repair the Product;
- remake the Product;
- replace the Product;
- provide a reasonable price reduction; or
- refund the amount paid by the Customer for the affected Product or Services.
The choice of remedy shall rest solely with Studio Sew.n Ltd unless otherwise required by law.
15.14 Customer’s Responsibility to Insure
The Customer acknowledges that it is responsible for arranging and maintaining appropriate insurance for its own business and Products, including where appropriate:
- product liability insurance;
- stock insurance;
- transit insurance;
- business interruption insurance;
- employer’s liability insurance (where applicable); and
- any other insurance the Customer considers necessary.
The Customer acknowledges that Studio Sew.n Ltd’s insurance arrangements are maintained solely for the protection of Studio Sew.n Ltd and do not provide insurance cover for the Customer’s business, Products or commercial activities.
16. Force Majeure
16.1 Force Majeure Events
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control.
Force Majeure Events include, but are not limited to:
- acts of God;
- fire;
- flood;
- storm;
- earthquake;
- epidemic or pandemic;
- war;
- terrorism;
- civil unrest;
- riots;
- industrial disputes;
- strikes;
- lockouts;
- government action;
- changes in legislation;
- embargoes;
- import or export restrictions;
- interruption of utilities;
- interruption of internet or telecommunications;
- cyber incidents beyond reasonable control;
- transport disruption;
- shortage of materials;
- supplier failure;
- machinery breakdown that could not reasonably have been prevented;
- or any other event beyond the reasonable control of the affected party.
16.2 Notification
A party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable.
The notification shall include:
- the nature of the event;
- the anticipated effect on performance; and
- where reasonably possible, an estimate of the expected duration.
16.3 Suspension of Obligations
Where a Force Majeure Event prevents either party from performing its obligations, those obligations shall be suspended for the duration of the Force Majeure Event.
Neither party shall be deemed to be in breach of this Agreement solely as a result of such suspension.
16.4 Mitigation
The affected party shall use reasonable endeavours to minimise the effects of the Force Majeure Event and resume normal performance as soon as reasonably practicable.
16.5 Extended Force Majeure
Where a Force Majeure Event continues for more than ninety (90) consecutive calendar days and materially prevents performance of the Services, either party may terminate the affected project by providing written notice to the other.
Termination under this clause shall not affect:
- payment for work already completed;
- payment for materials already purchased;
- payment for Services already performed;
- storage charges where applicable; or
- any rights or obligations that accrued prior to termination.
16.6 No Liability
Studio Sew.n Ltd shall not be liable for any delay, failure to perform or inability to complete the Services where such delay or failure results directly from a Force Majeure Event.
17. General Terms
17.1 Entire Agreement
This Agreement constitutes the entire agreement between Studio Sew.n Ltd and the Customer and supersedes all previous discussions, negotiations, representations, correspondence, understandings and agreements relating to the Services.
The Customer acknowledges that it has not relied upon any statement, representation or promise not expressly set out within this Agreement.
Nothing within this clause shall exclude liability for fraud or fraudulent misrepresentation.
17.2 Priority of Documents
Where any inconsistency or conflict exists between documents forming part of the contractual relationship, the documents shall take precedence in the following order:
1. This Agreement (including these Terms & Conditions);
2. Any written agreement signed by both parties;
3. The accepted quotation, sales order or invoice;
4. Any written variation agreed by both parties;
5. Approved technical specifications, Technical Packs or CAD files;
6. Approved prototypes, samples or production approvals;
7. Other written correspondence between the parties.
Where a conflict remains, Studio Sew.n Ltd reserves the right to request written clarification before proceeding with the Services.
No verbal instruction shall override the order of precedence set out above unless confirmed in writing by both parties.
17.3 Current Schedule of Charges
References throughout this Agreement to Studio Sew.n Ltd’s Current Schedule of Charges mean the rates, fees and charges published or otherwise confirmed by Studio Sew.n Ltd from time to time, including those contained within quotations, sales orders, invoices or official price lists.
Studio Sew.n Ltd reserves the right to amend its Current Schedule of Charges at any time.
The rates applicable to the Customer’s project shall be those confirmed within the quotation, sales order or invoice relating to that project.
17.4 Notices
Any notice required under this Agreement shall be given in writing.
Notices may be served by:
- email;
- recorded postal delivery;
- recognised courier service; or
- any other method agreed in writing by both parties.
A notice sent by email shall be deemed received on the date of transmission unless the sender receives notification that the email has not been successfully delivered.
17.5 Electronic Communications
The parties acknowledge that electronic communications, including emails and other agreed written digital communications, may be relied upon as evidence of instructions, approvals, variations and other matters relating to the Services.
Studio Sew.n Ltd reserves the right to request written confirmation where instructions are unclear, conflicting or appear inconsistent with previous instructions.
17.6 Electronic Signatures
The parties agree that electronic signatures, scanned signatures and electronically accepted quotations or agreements shall have the same legal effect as handwritten signatures where permitted by applicable law.
17.7 Variations
No variation or amendment to this Agreement shall be binding unless agreed in writing by both parties.
Studio Sew.n Ltd’s acceptance of a Customer instruction relating to a particular project shall not be interpreted as varying this Agreement generally unless expressly stated in writing.
17.8 Waiver
Failure or delay by either party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
Any waiver shall only be effective if made expressly in writing.
17.9 Severability
If any provision of this Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall, to the extent required, be deemed severed.
The remaining provisions of this Agreement shall continue in full force and effect.
17.10 Assignment
The Customer shall not assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Studio Sew.n Ltd.
Studio Sew.n Ltd may assign or transfer its rights and obligations where reasonably necessary for the operation or restructuring of its business.
17.11 Third-Party Rights
Unless expressly stated otherwise, nothing within this Agreement shall confer any benefit or right upon any third party under the Contracts (Rights of Third Parties) Act 1999.
17.12 Interpretation
Headings within this Agreement are included for convenience only and shall not affect the interpretation of any provision.
Words importing the singular include the plural and vice versa where the context permits.
References to legislation include any amendment, replacement or re-enactment of that legislation from time to time.
References to “including” or similar expressions shall be interpreted as meaning “including without limitation.”
17.13 Survival
Any provision of this Agreement which by its nature is intended to survive termination shall continue in force following completion, cancellation or termination of the Agreement.
This includes, but is not limited to:
- payment obligations;
- storage charges;
- confidentiality;
- intellectual property;
- limitation of liability;
- debt recovery;
- governing law;
- jurisdiction; and
- any accrued rights or obligations.
17.14 Governing Law
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
17.15 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
17.16 Good Faith
The parties agree to act in good faith and to cooperate reasonably with one another throughout the performance of the Services.
Where any matter arises that is not expressly addressed by this Agreement, the parties shall use reasonable endeavours to resolve the issue through open communication before commencing formal legal proceedings.
Nothing within this clause shall prevent either party from exercising its legal rights where necessary.