Terms of Trade

/terms

v4.0 · Effective 1 September 2026

1. Definitions and interpretation

• "We", "us", "our" — Spiral Direct Ltd, registered in England and Wales, company number 03713667, registered office c/o Quantuma Advisory Ltd, Resolution House, 12 Mill Hill, Leeds, LS1 5DQ.
• "Buyer", "you" — the business named on the approved trade account.
• "Goods" — the products supplied by us under an Order.
• "Order" — a request to buy Goods submitted through the portal, by email, or by telephone to our sales team.
• "Contract" — an Order accepted by us, together with these terms.
• "Licensed Range" — Goods carrying artwork licensed to us by a third party, including the Anne Stokes collection.
• "Trade Price" — the ex-VAT price shown in the portal to your account at the time the Order is placed.
• Headings are for convenience only. A reference to writing includes email.

2. These terms apply to all sales

These terms apply to every Contract to the exclusion of all other terms, including any terms the Buyer purports to apply under a purchase order, order confirmation, delivery note or other document. Any such terms are not incorporated into the Contract, whether or not we sign, stamp or return that document, and our doing so is administrative acknowledgement only.

An Order is an offer to buy. No Order is accepted until we issue an order confirmation or, if earlier, dispatch the Goods. Quotations, catalogues, line sheets, lookbooks and the portal itself are invitations to treat, not offers.

3. Account approval

Trade accounts are opened at our discretion. We may require trade references, evidence of trading, a company credit check or a personal guarantee, and we may decline an application without giving reasons.

We may suspend or close an account, or withdraw credit, where an invoice is overdue, where the credit position deteriorates, where the account breaches these terms, or where we reasonably suspect Goods are being resold in breach of section 12.

You must notify us in writing within 14 days of any change to the company name, registered address, trading address, ownership, VAT number or EORI number. Delivery to an address we have not been told about is at your risk.

You are responsible for the security of the login credentials issued to your account and for orders placed using them. Tell us immediately if a member of staff leaves and their access should be withdrawn.

4. Prices

Trade Prices are shown ex-VAT in pounds sterling and are visible only after login. They are confidential to your account and must not be published, shared with other retailers, or displayed on any public-facing page or feed. RRP is shown alongside as guidance only; you are free to set your own resale prices.

Prices are those in the portal when the Order is placed. We may change Trade Prices at any time, but a change does not affect an Order we have already accepted. Where a price has been shown in obvious error, we may cancel the Order and refund any sum paid.

Prices exclude VAT, carriage, duties and any import charges. VAT is applied at checkout: UK orders at the standard rate; orders to the EU are zero-rated where a valid VAT number and EORI number are held on the account and the Goods leave the UK; orders to the rest of the world are zero-rated as exports. Where zero-rating is applied and the evidence of export is not obtained, we may invoice the VAT to the Buyer.

5. Minimum orders and quantities

• The minimum order value is £250 ex-VAT. Where an Order falls short, the shortfall is shown in the basket and the Order cannot be submitted until it is met.
• A minimum order quantity applies per style, shown on the product and in the order sheet. Quantities below the style MOQ are removed at submission and are listed on the confirmation.
• Carriage is paid on Orders over £500 ex-VAT to UK mainland addresses. Below that, carriage is charged at the rate shown in the basket. Highlands, islands, Northern Ireland, the Republic of Ireland and export destinations are quoted at the time of Order.
• Backordered lines release as stock arrives and ship carriage paid regardless of value.

6. Payment

Unless a credit account has been agreed, payment is due in full before dispatch. Where credit terms have been agreed, payment is due 30 days from the date of invoice, and time of payment is of the essence.

We may set, reduce or withdraw a credit limit at any time. Orders that would take the account beyond its limit are held until payment is received.

If a sum is not paid when due we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend further deliveries, and set off any amount you owe us against any amount we owe you. You may not withhold or set off any sum against an invoice.

A settlement discount of 2.5% is available where an invoice is paid within 30 days and the account has no other overdue balance. The discount is forfeited if the invoice is paid late.

7. Delivery

Delivery dates are estimates. Time of delivery is not of the essence and we are not liable for delay, although we will tell you as soon as we know an Order will be late. Orders placed before 14:00 on a working day are normally dispatched the same day where stock is available.

We may deliver in instalments. Each instalment is a separate Contract, and a defect in one instalment does not entitle you to cancel the rest.

Shortages, damage in transit or non-delivery must be notified within 3 working days of delivery, or of the expected delivery date where nothing arrives, and noted on the carrier's paperwork where visible. We cannot pursue a carrier claim after that window has closed.

If you fail to take delivery, we may store the Goods and charge storage and re-delivery costs, and risk passes to you from the date delivery was attempted.

8. Risk and title

Risk in the Goods passes on delivery to the address on the Order. Title does not pass until we have received payment in full for those Goods and for any other sums then due on the account.

Until title passes you must hold the Goods as our bailee, store them so they are identifiable as ours, keep them insured, and not pledge or charge them. You may resell them in the ordinary course of business, in which case you hold the proceeds on trust for us to the value of the unpaid invoice. We may enter any premises where the Goods are stored to recover them if payment is overdue or the account enters an insolvency process.

9. Returns, faults and claims

Goods correctly supplied are not returnable. We do not accept returns for overbuying, for a change of range, or for slow sell-through, and there is no consumer-style right of cancellation on a trade order.

Where Goods are faulty, misprinted, or not what was ordered, tell us within 10 working days of delivery with the order number, SKU, quantity and a photograph of the fault. We will authorise a return with a returns number, and at our option repair, replace, or credit the line. Goods returned without a returns number may be refused.

Returned Goods must be unworn, unwashed, unlabelled by you and in their original packaging. Where a fault affects a batch, we will normally ask for a sample rather than the whole quantity.

Colour and print variation within commercial tolerance, and garment measurements within the tolerance stated on the product page, are not faults. Screen printing is a manual process and small variations between production runs are normal.

Our total liability for any claim relating to the Goods is limited to the invoice value of the Goods concerned.

10. Warranty and liability

We warrant that on delivery the Goods will conform in all material respects to their description and will be free from material defects in materials and workmanship. Except as set out in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

Subject to that, we are not liable for loss of profit, loss of sale or business, loss of contract, loss of anticipated saving, or any indirect or consequential loss; and our total liability under a Contract does not exceed the price paid under it.

11. Intellectual property

All artwork, designs, photography, product names and trade marks supplied by us remain our property or that of our licensors. You are granted a limited licence to use the assets we provide in order to resell the Goods, on the terms of the Asset Library Licence. Nothing in these terms transfers ownership of any intellectual property, and the licence ends when the account closes.

You must not reproduce our artwork on any product, alter or recolour it, register any mark confusingly similar to ours, or use our name in a way that suggests a partnership, agency or endorsement.

12. Licensed ranges and territory

Licensed Ranges are supplied under licence from the artist or rights holder and carry conditions we are required to pass on. For the Anne Stokes collection, resale is permitted only within the territory cleared on your account, which for UK and EU accounts is the United Kingdom, Ireland and the European Union.

• You must not sell or ship Licensed Range Goods to customers in the United States, Canada or Australia, including through a marketplace or fulfilment service that ships to those countries.
• Where a marketplace listing cannot be geographically restricted, the Licensed Range must not be listed on it.
• Territory conditions are stated on the product page before you order, not at checkout, so that the restriction is visible while the buying decision is being made.
• We may hold or cancel an Order where the delivery address or the known resale channel falls outside the cleared territory, and we will explain why.
• Repeated breach is a material breach of these terms and may result in withdrawal of the Licensed Range or closure of the account. We are contractually obliged to report breaches to the licensor.

13. Resale conduct

You may resell the Goods through your own shop, market stall, website or marketplace storefront. You must not remove or alter our labels, swing tickets or care labels, repackage the Goods as another brand, or represent altered goods as ours.

Trade Prices, the contents of this portal, line sheets, feeds and pre-release drop information are confidential and must not be shared with other retailers or published.

14. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including industrial action, failure of utilities or transport networks, import or export restrictions, customs delay, epidemic, fire, flood, or the failure of a supplier for the same reasons. If the event continues for more than 8 weeks, either party may terminate the affected Contract without liability.

15. Termination

Either party may terminate the trading relationship on 30 days' written notice. We may terminate or suspend immediately where the Buyer commits a material breach that is not remedied within 14 days of notice, where payment is overdue, or where the Buyer enters an insolvency process. Termination does not affect Orders already accepted unless we also cancel those, and all sums outstanding become immediately due.

16. Data protection

Each party will comply with UK GDPR and the Data Protection Act 2018. Our handling of personal data is described in the Privacy Policy, which forms part of these terms.

17. Changes to these terms

We may change these terms. The current version and effective date are shown at the top of this page. Where a change is material, we will give account holders at least 30 days' notice by email and require the new version to be accepted in the portal before the next Order is submitted. Acceptance is recorded against the account with the version number, the name of the person accepting, and a timestamp.

18. General

• A Contract is between us and the named account only. You may not assign it without our written consent. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
• A failure to enforce a term is not a waiver of it.
• If a provision is found to be unenforceable, the rest of the terms continue in force.
• The Contract is the entire agreement between us and supersedes any prior discussion or representation, save for fraudulent misrepresentation.
• Notices must be in writing to the registered office or to the account email address on file.

19. Governing law and jurisdiction

These terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.