Terms & Conditions

TERMS AND CONDITIONS OF SALE
Effective Date: June 2026

1. Definitions

"Company" means Accent Group US Inc, a New York incorporation.

"Customer" means the person, company or organization purchasing Goods and/or Services from the Company.

"Goods" means all promotional products, merchandise, printed materials, apparel, packaging and other items supplied by the Company.

"Services" means any sourcing, design, branding, artwork, fulfilment, consultancy, logistics or related services supplied by the Company.

"Order" means the Customer's request for Goods and/or Services accepted by the Company.

"Contract" means the agreement formed between the Customer and the Company incorporating these Terms.

2. Application of Terms

2.1. These Terms apply to all quotations, Orders, Goods and Services supplied by the Company

2.2. Any terms proposed by the Customer are expressly excluded unless agreed in writing by an
authorized director of the Company.

2.3. Acceptance of a quotation, payment of a deposit, issue of a purchase order or acceptance of Goods
shall constitute acceptance of these Terms.

3. Quotations and Orders

3.1 Quotations are valid for 30 days unless otherwise stated.

3.2 No Contract exists until the Company issues written acceptance of the Order.

3.3 The Company reserves the right to reject or cancel any Order prior to acceptance.

3.4 The Customer is responsible for ensuring all Order details, quantities, specifications, delivery
addresses and artwork approvals are correct.

4. Pricing

4.1 Prices are exclusive of VAT, duties, customs charges and taxes unless stated otherwise.

4.2 Prices may be adjusted where:
a) supplier costs increase;
b) exchange rates fluctuate materially;
c) freight costs increase unexpectedly;
d) specifications are changed after quotation.

4.3 The Company shall notify the Customer of any material adjustment before production commences.

4.4 Unless otherwise stated in writing, all prices, quotations, invoices and payments shall be in United
States Dollars (USD).

5. Payment Terms

5.1 Unless otherwise agreed:

New customers: 100% payment in advance.
Account customers: payment within 30 days of invoice.

5.2 The Company may require deposits before commencing work.

5.3 Any overdue amount shall accrue interest at the rate of eighteen percent (18%) per annum or the
maximum rate permitted by applicable law, whichever is lower, calculated daily and compounded
monthly.

5.4 The Customer shall reimburse the Company for all reasonable costs incurred in collecting overdue
amounts, including attorneys' fees, arbitration costs, court costs, collection agency fees and related
expenses.

6. Artwork Approval

6.1 The Customer is solely responsible for reviewing and approving all artwork proofs.

6.2 Approval constitutes confirmation that:

spelling is correct;
colors are acceptable;
dimensions are correct;
placement is approved.

6.3 The Company shall not be liable for errors appearing in approved artwork.

7. Intellectual Property

Customer Materials

7.1 The Customer warrants that all logos, trademarks, artwork, designs and materials supplied may
lawfully be used by the Company.

7.2 The Customer shall indemnify the Company against any claim arising from use of Customer

materials.

Company Materials

7.3 All intellectual property created by the Company shall remain the Company's property unless
otherwise agreed in writing.

7.4 Upon full payment, the Customer receives a non-exclusive license to use final deliverables for their
intended business purpose.

7.5 Working files, source files, templates, concepts and production assets remain the property of the
Company unless specifically transferred.

8. Production Tolerances

8.1 Product colors, finishes and materials may vary from samples, proofs, digital images or catalogue
illustrations.

8.2 Production tolerances are accepted by the Customer.

8.3 Quantities delivered may vary by plus or minus 5%, and invoicing shall be adjusted accordingly.

9. Delivery

9.1 Delivery dates are estimates only.

9.2 Time shall not be of the essence.

9.3 The Company shall not be liable for delay caused by:

suppliers;
carriers;
customs authorities;
ports;
government restrictions;
force majeure events.

9.4 Risk passes to the Customer upon delivery.

10. Retention of Title

10.1 Title to Goods remains with the Company until all sums due have been paid in full.

10.2 Until title passes, the Customer shall:
a) store Goods separately;
b) maintain them in good condition;
c) identify them as Company property.

11. Inspection and Claims

11.1 The Customer shall inspect Goods immediately upon delivery.

11.2 Claims relating to shortages, defects or damage must be submitted in writing within:
7 days of delivery; and before Goods are used, distributed or resold.

11.3 Failure to notify within this period constitutes acceptance of the Goods

12. Returns

12.1 Goods manufactured to Customer specifications are non-returnable except where defective.

12.2 Returns require prior written authorization.

12.3 The Company may repair, replace or refund defective Goods at its sole discretion.

13. Warranties

13.1 The Company warrants that Goods will substantially conform to agreed specifications.

13.2 Except as expressly stated, all warranties, conditions and representations are excluded to the
fullest extent permitted by law.

14. Limitation of Liability

14.1 Nothing in these Terms shall exclude or limit liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) willful misconduct;
(d) unpaid amounts due under the Contract; or
(e) any liability that cannot be excluded or limited under applicable law.

14.2 To the fullest extent permitted by law, the Company shall not be liable to the Customer for any:

(a) loss of profits;
(b) loss of revenue;
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of contracts;
(f) loss of goodwill;
(g) loss of reputation;
(h) loss of data;
(i) business interruption; or
(j) indirect, incidental, special, punitive, exemplary or consequential damages,
whether arising in contract, tort (including negligence), strict liability or otherwise, even if advised of the
possibility of such damages.

14.3 Subject to Clauses 14.1 and 14.5, the Company's total aggregate liability arising out of or relating
to any Contract, Order, Goods or Services shall not exceed the greater of:

(a) the total amount paid by the Customer under the relevant Order; or
(b) USD $25,000.

14.4 The remedies expressly provided under these Terms are the Customer's sole and exclusive
remedies.

14.5 The limitations and exclusions set out in this Clause 14 shall not apply to:

(a) the Customer's payment obligations;
(b) the Customer's indemnification obligations under Clause 7 (Intellectual Property);
(c) any breach by the Customer of confidentiality obligations under Clause 18;
(d) any unauthorized use, infringement, misappropriation or violation of the Company's intellectual
property rights;
(e) fraud, willful misconduct or gross negligence by the Customer; or
(f) any obligation which, by law, may not be limited or excluded.

14.6 The Customer acknowledges that the pricing of the Goods and Services reflects the allocation of
risk contained in this Clause 14 and that the Company would not enter into the Contract on the same
terms without these limitations of liability.

14.7 Any claim arising out of or relating to the Goods, Services or Contract must be commenced within
one (1) year after the cause of action arose, failing which such claim shall be permanently barred to the
fullest extent permitted by law.

15. Force Majeure

15.1 The Company shall not be liable for failure or delay resulting from circumstances beyond its
reasonable control including:

pandemics;
war;
terrorism;
cyber incidents;
industrial disputes;
transport disruption;
supplier failure;
government action;
natural disasters;
utility interruption.

15.2 The Company may suspend or terminate affected obligations without liability.

16. Compliance and Ethical Sourcing

16.1 The Company shall use reasonable endeavors to source products from suppliers complying with
applicable labor and ethical standards.

16.2 The Company makes no warranty regarding supplier certifications unless expressly agreed in
writing.

17. Data Protection

17.1 Each party shall comply with all applicable privacy, cybersecurity and data protection laws and
regulations, including, where applicable, the United Kingdom General Data Protection Regulation (UK
GDPR), the European Union General Data Protection Regulation (EU GDPR), the California Consumer
Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and any other applicable privacy legislation.

17.2 The Company shall process personal data only as reasonably necessary to perform its obligations
under the Contract and for legitimate business purposes.

17.3 Each party shall implement reasonable administrative, technical and organizational safeguards
designed to protect personal data from unauthorized access, disclosure, alteration or destruction.

17.4 The Company's Privacy Policy, as updated from time to time, is incorporated into these Terms by
reference.

18. Confidentiality

18.1 Each party shall keep confidential all commercially sensitive information received from the other
party.

18.2 This obligation survives termination of the Contract.

18A – Export Controls and Sanctions

18A.1 Each party shall comply with all applicable export control, trade sanctions and anti-boycott laws
and regulations of the United States and any other applicable jurisdiction.

18A.2 The Customer represents and warrants that neither it nor any of its owners, officers, directors or
affiliates is subject to any applicable sanctions restrictions that would prohibit the Company from
conducting business with the Customer.

18A.3 The Company reserves the right to suspend or terminate any Order if performance would violate
any applicable export control or sanctions law.

19. Website and E-Commerce

19.1 The Company reserves the right to correct pricing errors, product descriptions and website
content.

19.2 Website availability is not guaranteed.

19.3 The Company shall not be liable for interruption, technical failures or cyber events affecting
website functionality.

19.4 The parties agree that electronic communications, electronic approvals, electronic purchase orders,
electronic invoices, electronic artwork approvals, electronic signatures and click-through acceptances
shall be deemed valid and enforceable and shall have the same legal effect as original handwritten
signatures and written documents.

19.5 Orders submitted through the Company's website, online portals, ecommerce platforms or
customer ordering systems shall be deemed submitted by an authorized representative of the
Customer, and the Customer shall be responsible for all activity conducted through its accounts and
login credentials.

20. Termination

20.1 The Company may terminate immediately if:

payment remains overdue;
the Customer becomes insolvent;
the Customer commits a material breach.

20.2 Termination shall not affect accrued rights and liabilities.

21. Dispute Resolution

21.1 The parties shall first attempt to resolve disputes through good faith negotiation.

21.2 If unresolved, disputes shall be referred to mediation before court proceedings

22. Governing Law, Dispute Resolution and Binding Arbitration

22.1 These Terms and any dispute, controversy or claim arising out of or relating to these Terms, any
Order, the Goods, the Services, or the relationship between the parties, including any question
regarding their existence, validity, interpretation, performance, breach or termination, shall be
governed by and construed in accordance with the laws of the State of New York, without regard to its
conflict of law principles.

22.2 The parties agree that any dispute arising under or in connection with these Terms shall first be
referred to senior representatives of each party who shall meet and attempt in good faith to resolve the
dispute through negotiation.

22.3 If the dispute has not been resolved within thirty (30) days following written notice of the dispute,
the dispute shall be finally resolved by binding arbitration administered by the American Arbitration
Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect.

22.4 The arbitration shall be conducted by a single arbitrator experienced in commercial contract
disputes unless the amount in controversy exceeds USD $500,000, in which case the arbitration shall be
conducted by a panel of three arbitrators.

22.5 The seat and legal place of arbitration shall be New York, New York, USA.

22.6 The language of the arbitration shall be English.

22.7 The arbitrator(s) shall have authority to award all remedies available under applicable law, except
that neither party shall be entitled to recover any damages expressly excluded under these Terms.

22.8 The arbitrator's award shall be final, binding and enforceable in any court of competent
jurisdiction. Judgment upon the award may be entered and enforced in any such court.

22.9 Each party shall bear its own legal costs and expenses associated with the arbitration unless the
arbitrator determines otherwise or applicable law requires otherwise.

22.10 Nothing in this Clause shall prevent the Company from:

(a) seeking injunctive relief, temporary restraining orders, or other equitable remedies in any court of competent jurisdiction;

(b) commencing proceedings for the collection of unpaid invoices, debts or other undisputed payment obligations;

22.11 The parties waive, to the fullest extent permitted by law, any right to a trial by jury in connection
with any dispute arising under or relating to these Terms.

22.12 To the fullest extent permitted by law, all arbitration proceedings, submissions, evidence, awards
and settlements shall be treated as confidential by the parties, except where disclosure is required by
law, regulatory obligation, or for purposes of enforcing an arbitral award.

22.13 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not
apply to these Terms or any Contract formed under them.

23. General

23.1 If any provision is held invalid, the remaining provisions shall continue in force.

23.2 Failure to enforce any right shall not constitute a waiver.

23.3 The Customer may not assign its rights without the Company's written consent.

23.4 These Terms constitute the entire agreement between the parties.

23.5 Unless otherwise agreed in writing, the Company may identify the Customer as a customer of the
Company and may display non-confidential examples of completed work, products, projects, branding,
merchandise or campaigns in its marketing materials, portfolio, website, presentations, social media
channels and promotional materials, provided that no confidential information is disclosed.

23.6 Any provisions which by their nature are intended to survive termination or expiration of the
Contract, including without limitation payment obligations, confidentiality obligations, intellectual
property rights, indemnification obligations, dispute resolution provisions and limitations of liability,
shall survive termination or expiration.

24. Referral Program

Accent Branding offers a referral program that allows individuals or businesses to refer new clients and support a charitable cause.

24.1 Referrals must be for new customers who have not previously engaged with Accent Branding and are not part of any active or prior discussions.

24.2 A referral must be submitted via email introduction or an approved referral method, with the referrer clearly identified.

24.3 A referral is considered successful once the referred customer completes their first order and full payment has been received.

24.4 Accent Branding will donate 5% of the referred customer’s first order value (pre-tax, excluding shipping and fees) to a registered charity selected by the referrer.

24.5 Donations will be processed within 30 days of receiving full payment from the referred customer.

24.6 If multiple referrals are made for the same company, credit will be given to the first recorded introduction, as determined by Accent Branding.

24.7 Self-referrals, existing or past clients, and companies already in communication with Accent Branding are not eligible.

24.8 Selected charities must be registered and compliant. Accent Branding reserves the right to approve or request an alternative.

24.9 Accent Branding reserves the right to decline referrals, set reasonable limits on contributions, and withhold rewards in cases of misuse.

24.10 Donations are made by Accent Branding directly to the selected charity. Referrers are not entitled to claim the donation for tax purposes.

24.11 Accent Branding reserves the right to modify or terminate the referral program at any time without prior notice.

Terms & Conditions

EchoGenix Ltd.

Join our newsletter

Chat to our sales team