Terms of service

Swish and Click OÜ — General Terms of Service Version: v2

Effective: 12 May 2026 | Governing law: Estonia

These General Terms of Service ("Terms") govern your contractual relationship with Swish and Click OÜ ("Swish & Click", "we", "us", "our"), a private limited company registered in Estonia under commercial register number 17301303, EU VAT EE102889941, with its sole registered office at Lõõtsa tn 5, 11415 Tallinn, Estonia. By submitting an order, signing a quotation, paying a pro forma invoice or otherwise instructing us to proceed, you ("Client", "you", "your") accept these Terms.

1. Definitions and interpretation

In these Terms: "Goods" means promotional products, branded merchandise, customised apparel, printed goods, corporate gifts, electronics, drinkware, bags, notebooks, textiles, recycled merchandise and any other items supplied under an Order Confirmation; "Services" means sourcing, supplier selection, decoration co-ordination, sample handling, freight forwarding, fulfilment, multi-country merchandising and ancillary services; "Order Confirmation" means the document we issue confirming acceptance of an order; "Quotation" means a written, dated price proposal valid for 30 calendar days unless stated otherwise; "Proof" means any digital mock-up, layout, artwork, sample or pre-production visual or physical item; "Business Day" means a working day in Tallinn, Estonia; "B2B Client" means a Client acting in the course of trade, business, craft, profession or public function; "Consumer" means a natural person acting outside such activity; "Cardinal Obligations" / "Kardinalpflichten" means essential contractual obligations the performance of which is necessary for the proper performance of the contract and on whose performance the Client typically relies.

1A. Registered office, virtual addresses and correspondence addresses (NEW)

1A.1 Swish and Click OÜ is registered, has its legal domicile and has its sole company seat at Lõõtsa tn 5, 11415 Tallinn, Estonia. All contractual notices and service of legal proceedings must be addressed to that registered office unless we expressly designate a different address in writing for a specific purpose.

1A.2 We may use local correspondence, virtual office, coworking or mail-handling addresses in Spain (including Gran Via de les Corts Catalanes 672, 08010 Barcelona, Spain — our Spanish virtual correspondence address), Italy, Germany, Switzerland, the United Kingdom or other jurisdictions. Unless expressly stated in writing, and unless mandatory law determines otherwise, these addresses are not intended to constitute registered offices, branches, warehouses, operational offices, permanent establishments, places of effective management, tax establishments or addresses for service of legal proceedings.

1A.3 Any address listed on our website, an invoice, a quotation or an order confirmation is provided for convenience and correspondence. The contracting entity, registered office and legal address remain as set out in clause 1A.1.

1B. Document hierarchy (NEW)

In the event of conflict between documents forming part of our contractual relationship, the order of priority (descending) is: (a) any signed written agreement between the parties; (b) the relevant Order Confirmation; (c) the Quotation; (d) the approved Proof / artwork; (e) our Cancellation Fee Policy; (f) our Urgent Order Disclaimer; (g) these Terms; (h) website and product-page descriptions; (i) casual emails, WhatsApp messages, chat messages, verbal sales comments and similar informal communications. Casual sales comments are not binding unless they are expressly included in the Order Confirmation.

1C. Contracting entity and group structure (NEW)

1C.1 The contracting entity for any order is the entity named on the Quotation, Order Confirmation and invoice. Swish and Click OÜ is the default and sole contracting party under these Terms.

1C.2 Other entities in our group (including Swish & Click Ltd, a separate UK group company) contract only where they are expressly named in a separate written contract, invoice or order confirmation. In that case, the terms of that separate document (and not these Terms) govern that contract unless that document expressly incorporates these Terms.

1C.3 Any UK address listed on our website is provided as a UK trading / correspondence address for Swish & Click Ltd, where applicable, and does not imply that Swish and Click OÜ has a UK branch, establishment or registered office. The Estonian OÜ remains the contracting entity under these Terms.

1D. Authority to approve (NEW)

Any person who, on behalf of a B2B Client, approves a Quotation, Proof, mock-up, artwork, Order Confirmation, delivery address, quantity, size breakdown, deadline, colour or specification — whether by email, our online proof-approval mechanism, WhatsApp, chat or other electronic means — is deemed authorised to bind that B2B Client. We are entitled to rely on apparent authority and need not verify internal authorisation. The B2B Client is responsible for ensuring that approvals are given by persons with appropriate internal authority.

1E. Sales advice and product recommendations non-binding (NEW)

Product recommendations, supplier comments, suitability comments, indicative production lead times, estimated delivery dates, colour advice, product comparisons, size-chart advice and other commercial guidance provided by our sales, account-management or design teams are non-binding unless expressly incorporated into the Order Confirmation.

2. How a contract is formed

A contract is formed only when we issue an Order Confirmation, or, if earlier, when we accept payment of a pro forma invoice. Quotations are valid for 30 calendar days. Prices in catalogues, on the website and in marketing material are indicative only.

3. Pricing, taxes and currency

Prices are exclusive of VAT, duties, freight and decoration set-up unless stated otherwise. We reserve the right to revise prices for material changes in costs of raw materials, freight, energy, tariffs and currency, with notice prior to production.

4. Payment terms

Standard terms are pre-payment (pro forma) for new and Far East-sourced orders, and Net 30 for approved account Clients. Late payments accrue statutory interest at the higher of (i) the rate specified on our invoice and (ii) the EU statutory minimum (ECB MRO rate as in force on the relevant 30 June or 31 December + 8 percentage points; from 1 January 2026 that produces 10.15% per annum) plus a fixed recovery sum of €40 per invoice (or, for UK contracts, the Bank of England base rate + 8% plus £40 / £70 / £100 banded under the Late Payment of Commercial Debts (Interest) Act 1998). We may, in addition, recover all reasonable costs of collection. Set-off is restricted to undisputed or judicially/arbitrally adjudicated counter-claims.

5. Retention of title

Title to Goods passes only upon receipt of full payment in cleared funds; risk passes on delivery (Incoterms apply where stated).

6. Quotations, deposits and Far East-sourced orders

Far East-sourced orders typically require a 50% deposit on Order Confirmation and the balance prior to dispatch from origin. Currency and freight risk are passed through unless we expressly hold the price.

7. Specifications, Proofs and approval

Goods are produced to the specifications in the Order Confirmation and the approved Proof. Colours, materials and finishes shown on screen are indicative. Pantone matches are subject to the limits of the relevant decoration process and substrate; tolerances of approximately ±10% on quantity, ±3 mm on print position, and standard batch tolerances on natural materials, dye lots, ceramics, glass, wood, metals and recycled feedstock apply.

8. Artwork, IP indemnity and trademark warranties

The Client warrants that artwork, logos, copy, trademarks, designs and any third-party content supplied are owned or licensed for the relevant use, and indemnifies Swish & Click against all claims, losses, damages, fines, legal costs and expenses arising from infringement or alleged infringement. We are entitled to refuse or pause production where IP risk arises.

9. Decoration tolerances (industry standard)

±10% quantity overrun/underrun; ±3 mm decoration position; Pantone "closest match" subject to substrate and process; texture, weave, grain, weight, GSM, glaze, finish, hue and dye-lot variations are inherent. We will not accept rejection for variations within these tolerances.

10. Sampling

Pre-production samples are chargeable unless stated otherwise. Approval of a sample is binding only as to the matters identified on the approval document.

11. Production schedules and delivery

Lead times are estimates. We will use reasonable endeavours to meet target dates. Time is not of the essence unless expressly agreed in the Order Confirmation.

12. Proof approval — deemed approval mechanic (CONSPICUOUS)

⚠️ IMPORTANT — PLEASE READ.

12.1 For intermediate Proofs (e.g. digital mock-ups, layouts, pre-press visuals), where you do not respond within five (5) Business Days of our request for approval, we may, at our discretion: (i) treat the Proof as approved; (ii) delay production; (iii) charge reasonable administration and storage fees; or (iv) require urgent written approval. Deemed approval applies only after we have sent a second written reminder identifying the consequences of further silence and giving you at least two further Business Days to respond.

12.2 For final production Proofs (e.g. final artwork released to a decorator, press or factory), deemed approval does not apply. Explicit written approval is required. Silence will not be treated as approval.

12.3 The Client is responsible for proofreading. Errors not caught at Proof stage are the Client's responsibility, save for our own production errors.

13. Despatch, packaging and Incoterms

We dispatch on a CIP, DAP, DDP or DDU basis as specified. Risk transfers per the relevant Incoterm. Where the Client's nominated Incoterm requires Client-side customs clearance, the Client bears all customs duties, taxes, fines and broker fees.

14. Inspection and B2B notification period

B2B Clients must inspect Goods on delivery and notify apparent defects in writing within five (5) Business Days of delivery. Latent defects must be notified promptly on discovery. Failure to notify within the relevant period bars later objection for apparent defects, save for mandatory law.

15. Defects, remedies and conformity

Where Goods are non-conforming, our remedies (and our suppliers' remedies for which we act as intermediary) are limited (where lawful) to repair, replacement, reprint, credit or refund of the affected Goods. Consumer rights (including the Spanish 3-year statutory guarantee for consumer goods, French AGEC garantie légale, and equivalent home-state mandatory rules) are preserved.

16. Consumer right of withdrawal — Article 16(c) CRD exemption

For Consumer purchases of Goods that are made to the Consumer's specifications or clearly personalised (including printed, decorated, embroidered, engraved, laser-etched, sublimated, or otherwise customised Goods), there is no right of withdrawal under Article 16(c) of Directive 2011/83/EU (and equivalent national law including Reg 28(1)(b) UK CCR 2013). The Consumer acknowledges this exemption at checkout via a separate tick-box. Digital Fairness Act

16A. EU "Cancel my contract" function

For Consumer distance contracts entered into via our online interface from 19 June 2026 onward, where a statutory right of withdrawal applies (i.e. non-personalised Goods), we provide a prominent electronic withdrawal function in accordance with Article 11a CRD as inserted by Directive (EU) 2023/2673. This function does not extend the scope of the right of withdrawal and does not override the Article 16(c) personalised-goods exemption. Hogan Lovells

17. Cancellations and changes

Cancellations and changes are governed by Part 11 (Cancellation Fee Policy), which forms part of these Terms and ranks above the Terms per clause 1B.

18. Returns

Returns of conforming custom Goods are not accepted. Returns of non-conforming Goods are subject to clauses 14–15.

19. Chargebacks and payment disputes

B2B Clients must first use our complaint process and may not initiate a chargeback, payment reversal or card-scheme dispute in respect of conforming custom Goods on grounds such as buyer's remorse, end-client refusal, campaign failure, late internal approval, downstream dissatisfaction or invoice-allocation issues. Unjustified chargebacks for conforming custom Goods are treated as abusive and recoverable, including under Visa Core Rules, the Mastercard Chargeback Guide and equivalent regimes. Card-scheme rights of Consumers are preserved.

20. Force majeure

We are not liable for failure or delay due to events beyond our reasonable control, including (without limitation) pandemics, epidemics, public-health measures, cyber-attacks and IT outages, energy shortages or rationing, armed conflict, sanctions, port congestion, container shortages, freight-capacity shortages, customs delays, raw-material shortages, fire, flood, strike, labour action and acts of God. Time for performance is extended accordingly; either party may terminate for material long-delay subject to clauses 17 and 21.

21. Termination

Either party may terminate for material breach not cured within 14 days of written notice. We may suspend or terminate for non-payment or where required to manage credit, fraud, sanctions or compliance risk.

22. Confidentiality

Each party shall keep the other's commercial, financial and technical information confidential, save for disclosure to professional advisers and as required by law, regulator or court order.

23. Personal data and GDPR

Each party shall comply with the GDPR. We process limited Client contact and order data as controller for the purposes of performing the contract. A privacy notice is available on swishandclick.eu.

24. Force-majeure list — see clause 20.

24A. Repeat orders (NEW)

Each repeat order is treated as a new order. Previous colour, material, size, stock, finish, batch, supplier or decoration outcome is not guaranteed unless expressly agreed in writing and supported by an approved physical control sample retained by us.

24B. Samples and control samples (NEW)

24B.1 Samples are indicative only unless expressly identified in writing as an Approved Control Sample. A sample (whether stock, mock-up or production-route sample) does not guarantee identical mass production.

24B.2 Natural materials, textiles, recycled feedstock, ceramics, glass, wood, metals, dye lots and Pantone matches are subject to inherent variation. Tolerances apply.

24B.3 An Approved Control Sample must be (i) physical, (ii) jointly inspected and signed off, (iii) labelled with order reference and date, and (iv) retained by us until completion of the order. Even where an Approved Control Sample is in place, supplier-side batch tolerances within reasonable industry norms remain acceptable.

25. Supplier and manufacturing partners

We work with third-party suppliers, manufacturers, decorators, printers, embroiderers, engravers, freight forwarders and couriers across the EU, UK, Switzerland, the Far East and elsewhere. We select suppliers with reasonable diligence but do not guarantee that any individual supplier will be retained for future orders.

26. Subcontracting

We may subcontract any element of the Goods or Services and shall remain responsible to the Client for performance within the limits of these Terms.

27. Product safety — GPSR (EU) 2023/988

We comply with our distributor obligations under Regulation (EU) 2023/988 (General Product Safety Regulation), including verification of manufacturer / importer traceability information, cooperation with market surveillance authorities (including via the Safety Business Gateway), and reporting of dangerous products. The Client must not modify decorated Goods after delivery in a way that affects safety.

28. Product liability — PLD (EU) 2024/2853

28.1 From 9 December 2026 (the transposition deadline) the new EU Product Liability Directive (Directive (EU) 2024/2853) becomes applicable to products placed on the EU market on or after that date.

28.2 We maintain reasonable supplier, manufacturer, importer and decorator records and may, where required by law or by a competent authority, disclose the identity of relevant upstream economic operators within one month of a substantiated request under Article 8 PLD or equivalent national implementing law. The Client undertakes to cooperate with such requests and to maintain its own downstream records where it acts as importer, distributor or brand owner.

28.3 Nothing in these Terms is intended to limit or exclude any mandatory rights of an injured natural person under PLD 2024/2853 or its national implementations.

29. Compliance with mandatory standards — general

Goods are supplied in compliance with mandatory standards applicable in the jurisdiction of first placing on the market. Suitability for any regulated use (e.g. food contact, medical, PPE, children's products, hazardous environments) is not guaranteed unless expressly confirmed in writing in the Order Confirmation.

30. Decorating restrictions

Where the Client supplies artwork, the Client warrants that the artwork is suitable for the relevant decoration process and substrate, and that any required certifications or approvals have been obtained.

30A. Electronics, chargers, power banks, cables and batteries (Schedule A.1)

Electronics merchandise (USB drives, Bluetooth speakers, wireless chargers, power banks, cables, lights, etc.) is supplied subject to CE/UKCA marking, the Radio Equipment Directive 2014/53/EU, Low Voltage Directive 2014/35/EU, EMC Directive 2014/30/EU, RoHS Directive 2011/65/EU and the Battery Regulation (EU) 2023/1542 (as amended by Regulation (EU) 2025/1561), including (where applicable) due-diligence, carbon-footprint, capacity-labelling and battery-passport requirements as they phase in. The Client is responsible for any further national WEEE / EPR / battery-producer registration where the Client is the brand owner or first placer on a national market.

30B. Drinkware, bottles, mugs and food-contact items (Schedule A.2)

Drinkware and other food-contact items are supplied subject to Food Contact Materials Regulation (EC) 1935/2004 and applicable specific measures (e.g. Regulation (EU) 10/2011 on plastics, Regulation (EU) 2025/40 PPWR PFAS limits in food-contact packaging from 12 August 2026). Decoration that brings the printing/coating into contact with food or drink may require specific food-grade certification; this is not guaranteed unless expressly confirmed in writing. Informait

30C. Textiles, apparel, children's clothing and sizing (Schedule A.3)

Textiles and apparel are supplied subject to the Textile Labelling Regulation (EU) 1007/2011, REACH (chemical content), Oeko-Tex / GRS / OCS certifications where supplier-confirmed, and applicable children's-clothing safety standards (e.g. EN 14682 cords and drawstrings, EN 14878 flammability). Sizing tolerances follow supplier specifications; the Client is responsible for confirming size charts before approval. Children's clothing is sold only where this is expressly contracted.

30D. Cosmetics, wellness items and hygiene products (Schedule A.4)

Cosmetics and wellness items (lip balms, hand creams, hand sanitisers, etc.) are supplied subject to Cosmetics Regulation (EC) 1223/2009. Responsibility for the Cosmetic Product Safety Report (CPSR), Product Information File (PIF), CPNP notification and Responsible Person designation rests with the brand owner unless we expressly assume it in writing.

30E. Toys, children's items and age-restricted products (Schedule A.5)

Toys are supplied subject to Toy Safety Directive 2009/48/EC until 1 August 2030, and thereafter the Toy Safety Regulation (EU) 2025/2509 (in force 1 January 2026; full application 1 August 2030), including Digital Product Passport, expanded chemical restrictions (CMR substances, endocrine disruptors, PFAS, bisphenols, allergenic fragrances) and cybersecurity/AI obligations for connected toys. Eurofins Scientificimds-professional

30F. PPE, medical-style and safety-related products (Schedule A.6)

PPE-style products are supplied subject to Regulation (EU) 2016/425. Medical-style products are supplied subject to Regulation (EU) 2017/745. We do not supply Goods as PPE or as medical devices unless expressly stated in writing in the Order Confirmation; lookalike products are not certified.

30G. Recycled, eco, B-Corp, organic, sustainable or certified products (Schedule A.7)

See clause 33A (Environmental and sustainability claims).

30H. Packaging, EPR, WEEE, batteries and other compliance regimes (Schedule A.8)

Packaging is supplied subject to the Packaging and Packaging Waste Regulation (EU) 2025/40 (generally applicable from 12 August 2026), including substances-of-concern minimisation, food-contact PFAS limits, design-for-recyclability, recycled-content phase-in, labelling and EU Declaration of Conformity. EPR / WEEE / battery / textile / packaging-producer registration on a national market is the responsibility of the brand owner or first placer on that market, which in most cases is the Client. European Commission

30I. Far East and non-EU sourcing — client-accepted risks

The Client acknowledges and accepts that non-EU sourcing involves the following risks, which are client-accepted unless we expressly guarantee otherwise in writing: (i) customs delays and inspections; (ii) tariff changes and anti-dumping duties; (iii) freight-rate volatility and capacity shortages; (iv) DDP / DDU / DAP / FCA / EXW Incoterm differences and resulting cost-allocation; (v) country-of-origin and customs-classification disputes; (vi) supplier documentation delays; (vii) sample-vs-production variance; (viii) longer production and transit times; (ix) currency fluctuation. We will use reasonable endeavours to manage these risks and communicate material developments promptly.

31. Pricing variations

See clause 3.

32. Sanctions and trade controls

We do not supply Goods or Services where prohibited by EU, UN, US, UK, Swiss or other applicable sanctions. The Client warrants that it is not a sanctioned person and will not on-sell into a sanctioned destination.

33. Anti-bribery and anti-money-laundering

Each party warrants compliance with applicable anti-bribery and anti-money-laundering laws.

33A. Environmental and sustainability claims

33A.1 Any environmental, recycled, organic, carbon, eco, sustainable, B-Corp, FSC, GRS, OEKO-TEX, country-of-origin, fair-trade or ethical-sourcing claim in respect of Goods is based on information provided by suppliers, manufacturers, decorators or certification bodies, unless we expressly verify the claim in writing.

33A.2 The Client must not rely on any such claim for regulated advertising, public procurement, ESG reporting, consumer marketing or any other public-facing communication unless the Client has requested and received the underlying documentation from us before Order Confirmation. Verification is chargeable.

33A.3 Where the Client supplies, requests or specifies an environmental or sustainability claim, the Client warrants that the claim is lawful, accurate, substantiated, and compliant with applicable consumer-protection and advertising rules, and indemnifies Swish & Click against all claims, penalties, fines and costs arising.

33A.4 Applicable instruments include in particular Directive 2005/29/EC on Unfair Commercial Practices as amended by Directive (EU) 2024/825 (Empowering Consumers for the Green Transition; transposition deadline 27 March 2026; application 27 September 2026), the UK CMA Green Claims Code, and French Loi AGEC (Loi n° 2020-105) and décret n° 2022-748 environmental-labelling rules.

34. Insurance

Each party shall maintain insurance appropriate to its activities.

34A. Public procurement and institutional clients

Where the Client is a public body, university, council, EU institution, NGO, hospital, charity or other procurement-team-driven buyer, any specific procurement documentation (certificates, declarations, country-of-origin evidence, ethical-sourcing forms, modern-slavery statements, technical files, ESG forms, supplier questionnaires, conflict-minerals declarations, REACH SVHC declarations, compliance packs) must be requested in writing before Order Confirmation. Marshalling such documentation is chargeable at our standard rates and lead times.

34B. Agency and white-label clients

Where the Client is an agency, reseller, marketing consultancy or end-client intermediary: (a) the agency remains responsible to its own end-client for downstream promises, campaign deadlines, resale terms, public-facing claims, artwork approvals and end-client expectations; (b) Swish & Click has no direct liability to the agency's end-client unless expressly agreed in writing; (c) the agency may instruct us to treat the order as white-label / confidential (no Swish & Click or Supplier branding on packaging or paperwork; portfolio rights waived per clause 38); (d) the agency warrants that it has all necessary authority and IP licences to give the instructions it gives.

35. Consumer rights — preservation

Nothing in these Terms limits or excludes mandatory consumer rights, including (a) the Spanish 3-year statutory conformity guarantee for consumer goods (Royal Decree-Law 7/2021), (b) the French garantie légale de conformité (Code de la consommation Articles L. 217-3 et seq.), (c) the UK Consumer Rights Act 2015, (d) the Estonian Law of Obligations Act Chapter 11, and (e) other mandatory home-state rules under Article 6 Rome I.

36. Industry-standard withdrawal exemption for personalised goods — see clause 16.

37. IP ownership of artwork and designs

Pre-existing IP remains with its owner. Where we create artwork or designs at the Client's request, ownership is governed by the relevant Order Confirmation; in the absence of express agreement, Swish & Click grants the Client a non-exclusive, royalty-free licence for the Client's internal and promotional use of the artwork in connection with the supplied Goods.

38. Portfolio, marketing and references

38.1 We do not use Client names, logos, case studies or campaign details on our website, social media, sales decks or marketing materials without the Client's express consent. 38.2 Product photographs may be used by us only where (i) the photograph does not disclose confidential information, (ii) the Client has not objected in writing, and (iii) the order is not flagged as white-label or pre-launch. 38.3 Agencies and resellers may flag any order as white-label / confidential at Order Confirmation; we will then mark the order accordingly. 38.4 Pre-launch campaigns are confidential by default until launched, and even thereafter only after Client confirmation.

39. Notices

Notices to Swish & Click must be sent to info@swishandclick.eu and to Lõõtsa tn 5, 11415 Tallinn, Estonia. Notices to the Client are sent to the email/address most recently notified.

40. Limitation of liability

40.1 For breach of a Cardinal Obligation (Kardinalpflicht), our total aggregate liability is capped at the higher of (a) the price paid by the Client for the affected Goods and Services or (b) the typically foreseeable damage at the time of conclusion of the contract.

40.2 For breach of any other obligation, our total aggregate liability is capped at the price paid by the Client for the affected Goods and Services.

40.3 Where Estonian, German or other applicable law's similar protections apply, the cap applies only to the extent commensurate with the typically foreseeable damage at the time of conclusion of the contract.

40.4 The carve-outs in clause 42 apply. The cap in this clause 40 is per order or, where the relevant Order Confirmation forms part of a framework relationship, per call-off, and is not aggregated across multiple unrelated orders unless we so agree.

41. Indirect, consequential and special losses

41.1 Subject to clauses 41.2 and 42, we are not liable for indirect, consequential, special, incidental or punitive losses, including loss of profit, loss of revenue, loss of business opportunity, loss of contract, loss of goodwill, loss of data, internal-management-time costs, advertising-spend losses, campaign-failure losses, third-party PR costs, end-client claims, or other downstream losses.

41.2 Clause 41.1 does not apply where the loss is the typically foreseeable result of breach of a Cardinal Obligation (Kardinalpflicht). In that case clause 40.1 applies.

42. Mandatory carve-outs

Clauses 40–41 do not limit liability for (a) fraud or fraudulent misrepresentation; (b) intent (Vorsatz); (c) gross negligence (grobe Fahrlässigkeit); (d) death or personal injury caused by negligence; (e) mandatory product-liability statute liability (including under PLD 2024/2853 vis-à-vis an injured natural person); (f) any other liability which cannot be limited or excluded under applicable mandatory law.

43. No oral variation

These Terms may be varied only in writing signed by an authorised representative of each party.

44. Severability

If any provision is held invalid, the remainder of the Terms remains in force, and the parties shall replace the invalid provision with a valid one giving effect as closely as possible to the original intent.

45. Entire agreement

These Terms, the Order Confirmation, the Quotation, the approved Proof and any signed written agreement constitute the entire agreement between the parties. No reliance is placed on any statement, representation or promise not so recorded.

46. Assignment

The Client may not assign without our written consent. We may assign to a group company or in connection with a business transfer.

47. Third-party rights

Save where expressly stated, no person other than a party to the contract has any rights to enforce these Terms.

47A. Abusive behaviour, threats and bad-faith disputes

We may suspend or refuse to perform any order, account or service where the Client (or any of its representatives) engages in abusive, threatening, harassing, defamatory, fraudulent, bad-faith or unlawful conduct towards our staff, suppliers, decorators or freight partners. Suspension does not affect (a) the Client's mandatory consumer rights or (b) any legitimate complaint properly raised through our complaints process.

48. Complaints process

Complaints must be raised in writing to info@swishandclick.eu and will be acknowledged within 2 Business Days and substantively responded to within 10 Business Days. For B2B disputes, clause 49 applies.

49. Dispute resolution — mediation, arbitration and forum

49.1 Mediation. The parties shall attempt in good faith to resolve any dispute by mediation within 30 days of written notice of dispute.

49.2 Arbitration. Failing settlement, any dispute, controversy or claim arising out of or in connection with these Terms or any Order Confirmation, including the existence, validity, breach or termination thereof, shall be finally settled by arbitration administered by the Arbitration Court of the Estonian Chamber of Commerce and Industry (ECCI) in accordance with its Rules of Arbitration as in force from 1 January 2024, by a sole arbitrator where the amount in dispute is below €250,000 and otherwise by a tribunal of three arbitrators. The seat of arbitration is Tallinn, Estonia. The language is English. The substantive law is Estonian law.

49.3 Court carve-out for small claims. For claims with an amount in dispute below €10,000, either party may instead bring proceedings in Harju Maakohus (Harju County Court), Tallinn, Estonia.

49.4 Consumer carve-out. Nothing in this clause 49 deprives a Consumer of the protection of mandatory law or of the right to bring proceedings in their home-state forum where required by mandatory consumer-protection law.

50. Governing law

These Terms are governed by Estonian substantive law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding rules of choice of law that would refer to another jurisdiction. Mandatory consumer rights of the Consumer's habitual residence are preserved per Article 6 Rome I.