These terms and conditions apply to:

1. all designing, consulting, sourcing, crafting or other jewellery-related services (“the Services”); and
2. any and all items of jewellery or other items or goods, whether standard, bespoke or other, including items to which any element of the Services are applied (“the Products”),

provided by Gems and Diamonds Limited, trading as “Gemima”, (Company No. 09546951) whose registered office is at 7a Abbey Business Park, Monks Walk, Farnham, Surrey, United Kingdom, GU9 8HT) (“we”, “us” or “Gems and Diamonds”) to the client (“you” or “the Client”). These terms and conditions along with any quotation, estimate or other document setting out the Products and/or Services to be provided (a “Quotation”) will together form the contractual agreement between you and us (“the Agreement”).  

1. To the extent any terms in any Quotation are contrary to any express provisions in these terms and conditions, the relevant provisions in the Quotation will prevail over these terms.

PRODUCTS

1. We warrant that all Products shall for a period of 12 months from the Delivery Date (subject to and conditional upon payment in full by you for the Products and/or Services) a) conform with their description; b) be free from material defects in design, material and workmanship; and c) be fit for any purpose held out by us.
2. We shall not be liable for any Products failing to comply with the warranty in clause 2.1 if: 
3. the defect arises because you failed to follow our instructions, or commonly accepted practice, as to the use or maintenance of the Products;
4. the defect arises as a result of us following any drawing, design or specification supplied by you;
5. the defect arises because of a fault with or issue regarding an item you provided us with (e.g. a loose stone) to incorporate into the Products (“Client Property”);
6. you alter or repair such Products and materials without first consulting with us;
7. the defect arises as a result of fair wear and tear;
8. the defect arises as a result of wilful damage, negligence, or abnormal working conditions caused by you or any third party;
9. the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
10. We may provide sketches, previous examples of our work, plans, diagrams, or similar documents in advance of the Products and/or Services.  Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Products and/or Services nor to guarantee specific results.

SERVICES

We will provide the Services to you as set out in any Quotation or as otherwise agreed in writing and subject to the terms of this Agreement.  

We will carry out the Services with reasonable care and skill.

We shall have the right to make any changes to the Products and/or Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Products and/or Services, and we shall notify you in any such event.

You may request a change in the Services at any time but we will only provide such different services if we believe we are qualified to do so. If such changes to the Services constitute a material change to those in any Quotation or other agreement, we reserve the right to revise our fees as previously agreed with you. We will not perform any alternative Services until such time as you have agreed to pay any such additional fees.  

You may request services in addition to the Services set out in any Quotation. Such additional services shall be charged and the applicable fees will be notified to you in advance. We will not perform any additional Services until such time as you have agreed to pay any such additional fees.  

We may provide some of the Services through third parties and subcontractors. Whether or not we sub-contract out any of the Services to third parties is at our absolute discretion and you shall not have the right to object to any third party providing the Services.

You agree to supply us with all necessary information which we will reasonably require for us to be able to perform the Services. If you do not provide us with such information we will not be liable to you for any failure to carry out the Services as a result, including any failure to complete the Services within the timescale or in accordance with the specification otherwise agreed between us.

1. Materials
2. We will use reasonable endeavours to ensure that any Products and any products and materials which are used in the provision of the Services (“Materials”) match those chosen by you and, where applicable, are consistent. There may be slight variations to the same Materials as a result of differences between photographs and other explanatory material, and the Materials themselves. If materially different Materials are required, we will not supply them without consulting with you in advance of their use. 
   

DELIVERY, RISK AND TITLE

1. Delivery of the Products will be arranged to an address of your choosing, subject to your payment of a delivery fee and shipping costs, as applicable. If a delivery charge is required then, where possible, this charge and the method of delivery will be notified to you in advance once we’ve been informed by you of the desired destination for the Products. 
2. For the purposes of this Agreement, “the Delivery Date” shall mean the day on which the Products are delivered to the address specified by you. All responsibility and all risk of loss of and damage to the Products will pass to you on the Delivery Date. Title to the Products shall not pass to you until we have acquired the materials for the Products on your behalf and received payment in full from you (in cash or cleared funds) for the Products.
3. We can arrange for delivery to be made via courier. We are not liable for any damage or loss of Products or items such as loose stones after the courier has accepted the item for delivery. Any claim must be brought against the courier.

GUARANTEE

1. Subject to clause 6.2 and the limitations on our liability in clause 12, we guarantee the Services and any Products for a period of 12 months from the Delivery Date (subject to and conditional upon payment in full by you for the Products and/or Services). In the event that we have not carried out the Services with reasonable care and skill or that any Products are defective or not fit for purpose then we shall carry out such further work as is necessary to remedy such unsatisfactory services or repair or replace any such defective Products. We are not liable for wear and tear nor are we liable for damage to the Products by other contractors or traders, accidents or negligence on your part or on the part for your contractors or traders. 
2. We reserve the right to assess any Services or Products complained of before carrying out any additional work. If in our reasonable opinion the Services have been performed satisfactorily or the Products are not defective then we may not carry out any such additional work, or may charge you additional fees if we do so. 

TIME COMMITMENT

We will endeavour to complete the Services in the time period set out in any Quotation or otherwise agreed between us (“Services Period”). We cannot however guarantee to complete the Services within this period and time is not of the essence.

The Services Period is based on your cooperation with us and the cooperation of any other contractors or professionals we may need to work with.

We reserve the right to suspend provision of the Services if they cannot be carried out due to any of the following reasons:

1. Where the provision of the Services involves us working with Client Property:

If you fail to provide us with access to the item when required by us or anybody engaged by us to provide the Services; or

If you fail to provide us with any information about the item, which may include proof of origin, that we may require in order for us to be able to carry out the Services properly; 

1. You or any third party whose cooperation we require fail to cooperate with us;
2. You fail to make payment to us of any sum which is due to us (or such payment is defective);
3. We are unable to carry out the Services for any other reason beyond our reasonable control;

For the purposes of this clause, ‘us’ shall include any third parties sub-contracted by Gems and Diamonds.

1. If we incur additional costs as a result of us being unable to carry out the Services due to any of the reasons described in the previous clause (including, without limitation, any storage costs for products and materials that we have been unable to use) then we reserve the right to pass any such costs on to you and these shall be payable in addition to our other fees.
2. We shall not be liable to you or subject to any reduction in our fees should you suffer any loss as a result of us not completing the Services by the end of the Services Period due to any of the reasons given above.

ADDITIONAL CLIENT OBLIGATIONS

1. You agree that you shall:
2. co-operate fully with Gems and Diamonds in all matters relating to the Services;
3. obtain all necessary licences, permissions and consents, and comply with all applicable laws and regulations of the country for which the products are destined, which may be required for the Products and/or Services (and we shall not be liable for any breach by you of any such laws);
4. not sell or market the finished Products as your own.
5. You will not, without the consent of Gems and Diamonds, at any time from the date of this Agreement until the expiry of 12 months from the Delivery Date, solicit or seek to employ any person performing services for, with or employed by Gems and Diamonds.

FEES AND PAYMENT

1. The fees payable by you to us in respect of the Products and/or Services will be those set out in any Quotation (“the Fees”) or as otherwise agreed between us. Fees are payable in GBP sterling and will be exclusive of VAT unless otherwise agreed or specified. 
2. You must make payment of the Fees in accordance with the payment terms set out in any Quotation. Where payment terms are not otherwise specified, 100% of the Fees shall become payable within 24 hours of when you confirm your order for the Services and Products. 
3. Where you have selected a particular stone or other material which is being sourced by us from a third party on your behalf we cannot guarantee that the particular stone or material will be available to you until we have received payment from you in full. Failure to make such payment may result in the requested stone or material being unavailable to you. Once payment has been received from you and we have purchased the stone or material on your behalf it cannot be returned or refunded and title will have passed to you. 
4. Where applicable, any delivery charge shall become payable in advance of the Delivery Date. Any customs duties, charges, taxes, levies, import or export fees, or analogous costs in relation to the Products (if any) will be payable by you, in addition to any international bank transfer fees or additional expenses by virtue of currency exchange. We are not liable for any late delivery, or loss or damage to the Products, which is caused as a direct or indirect result of your failure to pay such costs or your failure to comply with any other provision of this Agreement.
5. If any sums are outstanding and due for payment to us we reserve the right to immediately suspend the provision of any further Products and/or Services without further recourse to you. 
6. Where the Products and/or Services are provided to you as an agent, contractor or other professional as part of a commission or other form of project managed by you, you will be responsible for the payment of the Fees whether or not you have received payment from your end-client. 
7. You will be liable to pay additional fees to us in such circumstances where we are required to provide alternative or additional Products and/or Services or required to repeat the performance of Services already provided as a result of your actions or the actions of a third party who has also contracted to provide related services. 
8. We shall be entitled to charge interest on any overdue sum at the rate of 3% over the base rate of the Bank of England from time to time (such interest to accrue and to compound with the principle sum on a weekly basis).  
9. Payment shall be made without any set-off, deduction or counter-claim. 

CANCELLATION

If you are engaging our Services you understand and acknowledge we provide a bespoke jewellery service and Products. The Products we supply are made-to-measure, bespoke, customised, personalised, and/or made to your specifications. We do not operate any organised system of distance selling. As such the cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply and this means you do not have the right to cancel this Agreement 14 days after entering into it and without being liable for any payment (other than as set out in clause 10.2 below).

For the purposes of this clause, the “Gems and Diamonds Premises” shall mean any permanent studio, retail space, or workshop premises occupied by us. If you are engaging our Services;

1. as a domestic customer; and
2. you have concluded this Agreement in the presence of a representative of Gems and Diamonds at a place other than the Gems and Diamonds Premises; or 
3. this Agreement was concluded at the Gems and Diamonds Premises following negotiations or an offer made at a place other than the Gems and Diamonds Premises:
4. Then this Agreement is an ‘off premises’ contract and under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and subject to clause 10.3, you have the right to cancel this Agreement 14 days after entering into it without giving any reason and without being liable for any payment.
5. Where the date on which we or our subcontractors are instructed to start work on the Products, or the Delivery Date, is within the 14 day cancellation period under the Consumer Contracts (information, cancellation and additional charges) Regulations 2013, you are expressly agreeing to the Products and/or Services commencing within the cancellation period and you accept that you will be liable to pay an amount proportionate to those Products and/or Services provided in the cancellation period.
6. If you wish to cancel this Agreement you should do this by sending a written notification of this to Gems and Diamonds (this includes by way of email) and you may use the cancellation form attached although you are not obliged to do so.

The cancellation right in clause 10.2 will not apply if: 

you are a domestic customer who has concluded this Agreement at the Gems and Diamonds Premises, without prior negotiations at a place other than the Gems and Diamonds Premises; or

if you have entered this Agreement away from the Gems and Diamonds Premises after having visited the Gems and Diamonds Premises, or contacted us for a Quotation and we have not met in person away from the Gems and Diamonds Premises; or

you are engaging us in the course of business and are not a domestic customer. For the avoidance of doubt, you are not a domestic customer if you are engaging our Services as a business or otherwise in the course of trade, even if your customer or client is a domestic customer; or

although one of the criteria for an off-premises contract is fulfilled the Products and/or Services you have ordered are sufficiently made-to-measure, bespoke, customised, personalised, or made to your specifications.

1. Please note that if you have a right to cancel the Products and/or Services and you do so after we have commenced work, you will be liable to pay the full amount in respect of the Products and/or Services already provided although we may at our sole discretion (if it is possible) agree to charge only a proportionate amount by reference to the work already undertaken. 
   

TERM AND TERMINATION

1. This Agreement shall come into force on the day you confirm acceptance of the Quotation or otherwise receive a copy of these terms.
2. Provision of the Products and/or Services shall start on the date agreed between us (provided that we are able to start work on the relevant date) and shall, subject to prior termination provided for under this Agreement, continue until the Delivery Date.
3. We will be entitled to terminate the Agreement (and any Products and/or Services then being provided to you) on notice to you in the event that:
4. you fail to pay any invoice when due; or 
5. you fail to co-operate with us in the performance of the Services; or
6. you are in material breach of any other provision of the Agreement and, if the breach is capable of remedy, have failed to remedy that breach within 30 days.
7. All terms of this Agreement which are capable of surviving termination will continue in full force and effect following termination of this Agreement.
   

LIABILITY

1. You agree that our liability in respect of any loss under the Agreement with you shall be limited in accordance with these terms and conditions.
2. Nothing in this Agreement shall limit or exclude our liability for death or personal injury, fraud or fraudulent misrepresentation arising as a result of our negligence or the negligence of our employees, agents or sub-contractors. 
3. Subject to clause 12.2, Gems and Diamonds will not be liable to you in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: a) loss of profits; b) loss of business; c) depletion of goodwill; d) loss or corruption of data or information; e) loss of anticipated savings; f) loss of bargain; g) pure economic loss; or h) special, indirect or consequential loss whatsoever. 
4. The total liability of Gems and Diamonds, including the liability of our employees, agents, sub-contractors in relation to the Services will (except in relation to liability as set out in clause 12.2) be limited to the amount paid by you to us under this Agreement. 
5. No claim may be brought against Gems and Diamonds in relation to any Services more than 18 months following the Delivery Date or completion of the Services.
6. We will not be liable if any loss or damage arises as a result of a) your failure to cooperate with us under the Agreement; b) the negligent or wilful acts or omissions of you or any of your other contractors or traders.
7. We will not be liable to any party other than the party named in our Quotation, or if there is no Quotation, to no other party other than the party with whom we have been dealing with on a day-to-day basis. 
8. You accept that the limitations of our liability set out above are reasonable in all the circumstances. 

INTELECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

We shall own all intellectual property rights (including copyright) in drawings, designs, photographs and plans and all other work produced in the performance of the Products and/or Services and generally assert our moral rights and all other rights to be identified as the author of such work.

Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees, associates or contractors who are subject to appropriate non-disclosure undertakings (if required), or where the other party has consented to such disclosure or where required by law to make such disclosure. Either party may upon termination of this Agreement require by notice in writing to the other party the destruction or return of any confidential material in that party’s possession. 

We shall be entitled to refer to the provision of Products and/or Services for any purpose in connection with our business including for the purposes of marketing materials and use on our website, including the use of images of the finished Products (but we will not publish your details or prices without your consent). 

GENERAL

1. No term of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
2. Each of the parties warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.
3. All parties shall be released from their respective obligations in the event of national emergency, war, pandemic, epidemic, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or any of them renders the performance of the Agreement impossible.
4. Each party acknowledges that these terms and conditions and any Quotation contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other parties or its employees or agents and has made its own independent investigations into all matters relevant to it. 
5. Any notice to be served on the parties by another party shall be sent by pre-paid recorded delivery, registered post or email to the address of the relevant party shown in the Quotation, at the start of this Agreement or such other physical or electronic address as may be notified by one party to the other or customarily used by one party in communication with another party.
6. If any provision of this Agreement is, or is found to be, illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall not be affected by such illegality, invalidity or unenforceability.
7. Failure by us to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver by us of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.
8. This Agreement shall be governed exclusively by English law in every particular including formation and interpretation and shall be deemed to have been made in England. Any proceedings arising out of or in connection with this Agreement must be brought exclusively in a court of competent jurisdiction in England or Wales.