Gift Pitch Ltd.
Registered in England & Wales, Company No. 16478648

1. Definitions

• “Agent” means Gift Pitch Ltd, acting as an independent sourcing consultant or sales agent.

• “Buyer” means the company or individual engaging the Agent to identify and recommend potential suppliers and gift service solutions. These Terms apply to business customers only. The Services are not intended for consumers.

• “Supplier” means any manufacturer, producer, or vendor identified or introduced by the Agent.

• “Introduction” means any presentation, referral, or connection made by the Agent between the Buyer and a Supplier.

• “Services” means the sourcing, quotation gathering, pitch auctions, gift edits and supplier recommendation services provided by the Agent.

2a. Scope of Services – Buyer Services

The Agent agrees to:

1. Identify and recommend potential gifts or suppliers based on the Buyer’s brief and requirements. Honest attempts will be made to generate suitable proposals based on MOQ’s, but results and volume of supplier pitches are not guaranteed.

2. Obtain indicative quotations or proposals from select suppliers. Proposal details such as estimate quotes, designs, availability and services may be subject to change.

3. Present findings and recommendations to the Buyer. Gift Pitch do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations. Nor that any errors in the Service will be corrected.

4. Facilitate introductions once the Buyer selects a preferred supplier. Final order details will be agreed directly with chosen suppliers. Gift Pitch are not part of the order contract between buyers and suppliers and are not liable for results or associated costs.

The Agent does not:

• Enter into or sign contracts on behalf of the Buyer or Supplier. If the Agent has a contractual relationship with a recommended supplier at the time of a brief, this will be made known to the buyers.

• Take possession of or handle any goods or payments.

• Guarantee the performance, quality, delivery, or conduct of any Supplier.

The Buyer acknowledges that all purchasing contracts and payments are made directly between the Buyer and the Supplier.

2b. Scope of Supplier Services

The Agent agrees to:

1. Promote select Supplier’s products and services to potential Buyers. It is the agents sole discretion which services and suppliers to recommend to clients. 

2. Make introductions and facilitate communications between the Supplier and potential Buyers once buyers have selected suitable suppliers. Said introductions leading to orders will be eligible for Agent commission.

The Agent does not:

• Enter into contracts or accept orders on behalf of the Supplier unless a separate agency agreement has been made.

• Handle payments, delivery details or shipments.

• Assume any liability for Buyer non-performance, defaults, errors or payments.

All sales contracts are concluded directly between the Supplier and the Buyer.

3. Independence

The Agent operates as an independent contractor and is not an employee, partner, or representative of the Buyer or Supplier. Should there be a separate contractual relationship between the Agent and a Supplier recommended, this will be made known to the buyer. The Agent acts impartially in recommending suppliers and may represent multiple clients or sectors.

Unless otherwise agreed in writing, the Agency relationship is non-exclusive.

4. Fees & Modifications

The Agent’s fees/commission structure will be detailed in a written Quotation or Proposal to be accepted by the Buyer/Supplier.

Prices for services are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Fees are payable as specified in the proposal, normally upon presentation of proposal quotations or introductions.

All fees are exclusive of VAT unless otherwise stated.

5. Payment Terms and Records

Payment is due within 30 days of the date of invoice.

Late payments shall accrue interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, being 8% above the Bank of England base rate, calculated daily until payment is made in full.

The Agent reserves the right to suspend services for overdue accounts.

The Supplier shall keep accurate records of all sales resulting from Agent introductions and provide a copy of each order confirmation.

If a Buyer/Supplier enters into a contract with any Buyer/Supplier introduced by the Agent within 12 months of the introduction, the Agent remains entitled to the agreed fee or commission structure for each project. Payable within 30 days of each order confirmation.

6a. Buyer’s Responsibilities

The Buyer agrees to:

1. Provide clear, accurate specifications and budgets.

2. Conduct their own due diligence on all recommended Suppliers before entering into any agreement.

3. Make all payments directly to Suppliers and not through the Agent.

4. Notify the Agent promptly of any agreement concluded with a Supplier introduced by the Agent within the 12 months following.

6b. Supplier’s Responsibilities

The Supplier agrees to:

1. Provide accurate and complete product, pricing, and delivery information.

2. Fulfil all orders and contractual obligations directly with Buyers.

3. Not attempt to circumvent The Agent for a period of 12 months from introduction.

4. Notify the Agent promptly of any confirmed sales or orders from introduced Buyers. Keeping accurate records of orders for future sales reports.

5. Provide supporting information to The Agent should any complaints be raised by buyers introduced. Working to resolve any issues raised in a timely and satisfactory manner.

6. Comply with all applicable legal, product safety, trade, and export regulations.

7. Limitation of Liability and Indemnity

The Agent will exercise reasonable care and skill in performing the Services, but the Buyer/Supplier acknowledges and agrees that:

The Agent is not responsible for the acts, omissions, performance, or reliability of any Supplier/Buyer.

The Agent does not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

The Agent may remove the service for indefinite periods of time without notice to you.

The Agent shall not be liable for indirect or consequential loss, loss of profit, loss of business, or loss of reputation arising from the use of the Services.

The Agent gives no warranties as to the quality, fitness for purpose, legality, or suitability of any goods or services provided by Suppliers.

The Agent and associates shall in no case be liable for any loss, damage, delay, claim or expense arising out of any contract or dealings between the Buyer and any Supplier.

The Agent’s total aggregate liability for any claim (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the total fees or commission paid to the Agent in the 12 months preceding the event giving rise to the claim.

You agree to indemnify, defend and hold harmless Gift Pitch Ltd, its directors and from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Neither party shall be liable for failure or delay in performing its obligations where such failure results from events beyond its reasonable control including acts of God, war, strike, supply chain disruption, or government action.

Nothing in these Terms shall limit or exclude liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation;

• any other liability which cannot lawfully be excluded or limited under English law.

8. Confidentiality

Both parties agree to keep confidential all commercial, financial, and contact information exchanged under this Agreement and not to disclose it to any third party without prior written consent, except as required by law.

9. Non-Circumvention

The Buyer/Supplier shall not bypass or attempt to bypass the Agent to deal directly with any Supplier/Buyer introduced by the Agent for a period of 12 months from the date of introduction, without the Agent’s written consent. The non-circumvention obligation applies solely in respect of parties introduced by the Agent and only where a commercial transaction arises from that introduction.

10. Term and Termination

Either party may terminate this Agreement with 30 days’ written notice.

The Agent remains entitled to fees or commissions on introductions made before termination and within a period of

12 months from introductions.

Termination does not affect accrued rights or obligations.

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If a party materially breaches these Terms and fails to remedy such breach within 14 days of written notice, the other party may terminate immediately. You will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

11. Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

12. Third-Party Links & Linking To Our Site

12a Certain content, products and services available via our Service may include materials from third-parties.

Third-party links may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

12b You may link to our Website home page with written permission, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Website in any website that is not owned by you. Our Website must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.

13. Security

13a We do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your device, information technology, computer programmes and platform to access our Website. You should use your own virus protection software.

13b Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

14. Privacy

Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in relation to any personal data processed in connection with the Services.

This information is provided in our Privacy Policy and it is important that you read that information.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England.

Each party shall comply with the Bribery Act 2010 and shall not offer, give or receive any bribe or improper inducement in connection with the Services.

16. Entire Agreement

These Terms of Service and any policies or operating rules on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

17. Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

18. Personal Information

Your personal information is governed by our Privacy Policy.

19. Contact Information

Questions about the Terms of Service should be sent to: enquiries@giftpitch.co.uk