Terms of Sale
Laurel & Seal · Version 1.0 · Effective 15 June 2026
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These are the terms on which we accept orders and produce certificates and related documents. They are not boilerplate to be waved through. Because we produce documents that carry the name and authority of institutions, several of these terms place real obligations on you, in particular the obligation to be who you say you are and to be entitled to order what you order. By instructing us, you accept these terms in full, on behalf of yourself and the institution you represent. If you do not accept them, we cannot act for you.
1. Definitions
In these terms:
"We", "us", "our" means Laurel & Seal Ltd, trading as Laurel & Seal, registered in England and Wales under company number 15482907, of 27 Old Bond Street, London W1S 4QE, United Kingdom.
"You", "the Client", "the Institution" means the organisation on whose behalf an order is placed, and the individual placing it, who are jointly and severally bound by these terms.
"Products" means the certificates, documents, and related items we agree to produce for you.
"Order" means your request for Products, once accepted by us in accordance with section 3.
"Proof" means the digital or physical sample of the Products we provide for your approval before production.
"Branding" means any name, logo, seal, crest, mark, design, text, or other material you supply or instruct us to reproduce.
"Recipient Data" means the names and details of individuals to be printed on the Products, where you supply them.
"Verification" means the checks we carry out to satisfy ourselves of your legitimacy and authority, as described in section 4.
2. These terms govern every order
These terms apply to every Order, to the exclusion of any other terms you seek to impose or incorporate, whether in a purchase order, your own conditions of business, or correspondence. No variation of these terms has effect unless we agree it in writing. Nothing said or written by any person on our behalf varies these terms unless we confirm it in writing. If there is a conflict between these terms and an individual written agreement we sign with you, the individual written agreement prevails to the extent of the conflict, and these terms govern everything else.
3. How an order is formed
A quotation, sample, mockup, price indication, or other communication from us is an invitation to proceed and is not an offer that you can accept to bind us. A contract is formed only when we confirm acceptance of your Order in writing, and not before. We may decline any Order, in whole or in part, at our discretion, and we are under no obligation to give reasons. In particular, and without limiting that discretion, we will decline any Order where Verification is not satisfactorily completed, or where we form the view that the Order may facilitate fraud, forgery, misrepresentation, or any unlawful purpose.
4. Verification, and your obligation to be legitimate
This section is fundamental. It is the basis on which we are willing to print documents that carry institutional authority, and your acceptance of it is a condition of every Order.
4.1. Before we produce any Products, we carry out Verification to satisfy ourselves that you are a genuine, registered, and lawfully operating institution or organisation, and that the individual instructing us holds authority to do so on the institution's behalf. You agree to provide promptly the information and documents we reasonably request for this purpose, and you agree that we may verify them with registries, accreditation bodies, and other reputable sources.
4.2. You represent and warrant, on your own behalf and on behalf of the Institution, that: the Institution is a genuine and lawfully operating body; the individual placing the Order is authorised to bind the Institution; you are entitled to issue the credentials, certificates, or documents you have ordered; you are entitled to use and to authorise us to reproduce all Branding supplied; and the Products, and the use you will make of them, are lawful and do not misrepresent any qualification, status, accreditation, or affiliation.
4.3. You will not instruct us to produce, and we will not produce, any document that purports to be issued by, accredited by, or affiliated with any institution, authority, or body that has not authorised it, nor any document intended to deceive any person as to a qualification, credential, identity, or status. You will not represent any Product as an official document of any government, regulator, examination authority, accreditation body, or other third party without that party's authorisation.
4.4. The warranties in this section are given afresh with each Order. If at any time information comes to light that calls them into question, we may suspend or terminate any Order or relationship immediately, without liability to you, and we may retain our Verification records and disclose them as described in section 14.
5. Proofs, approval, and your responsibility for content
5.1. Before production, we provide a Proof for your approval. We do not begin production until you have approved the Proof in writing.
5.2. You are responsible for checking the Proof in full, including all names, spelling, dates, wording, figures, Branding, layout, and every other detail. Your written approval of the Proof is your confirmation that it is correct and complete and your authority for us to produce the Products exactly as proofed.
5.3. Once you have approved the Proof, we are not liable for any error, omission, or defect that was present in the approved Proof, including any error in Recipient Data or other content you supplied. Reprints or corrections of such matters are a new Order, chargeable at our usual rates. We will of course correct, at our cost, any defect that is our fault and that was not present in the approved Proof, as set out in section 9.
5.4. You are responsible for the accuracy, completeness, and lawfulness of all content and Recipient Data you supply. We are entitled to rely on it as supplied, and we are under no duty to verify the truth of the content you ask us to print.
6. Branding, intellectual property, and your indemnity
6.1. You retain ownership of your Branding. You grant us the licence necessary to reproduce it for the purpose of fulfilling your Order.
6.2. You warrant that you own or are licensed to use all Branding and content you supply, and that our reproduction of it at your instruction will not infringe the rights of any third party.
6.3. Any designs, templates, artwork, or security elements that we originate remain our property unless we agree otherwise in writing. We grant you the right to use the finished Products for their intended purpose. We may reuse our own underlying designs and security techniques for other clients, save for your distinctive Branding.
6.4. You indemnify us, and will keep us indemnified, against all losses, damages, liabilities, claims, costs, and expenses, including reasonable legal costs, that we incur arising out of or in connection with any breach by you of the warranties in sections 4, 5, and 6, including any claim that the Products infringe a third party's rights, that you were not authorised or entitled to order them, or that they were used to deceive or to misrepresent any status or credential. This indemnity survives completion or termination of any Order.
7. Prices, payment, and the terms of credit
7.1. Prices are as set out in our written quotation or order confirmation. Unless stated otherwise, prices exclude taxes, duties, shipping, and customs charges, which are addressed in section 8.
7.2. Unless we agree otherwise in writing, payment is due in advance of production. We may require a deposit before commencing work and the balance before despatch. We are not obliged to begin production or to despatch Products until due sums are received and cleared.
7.3. Where we do agree credit terms in writing, invoices are payable within the period stated, and time for payment is of the essence. We may charge interest on overdue sums at four per cent per annum above the Bank of England base rate from time to time, accruing daily, and we may recover the reasonable costs of collection.
7.4. You must pay all sums in full without set-off, deduction, or withholding, except as required by law.
7.5. We may suspend work or withhold despatch while any sum is overdue, and a failure to pay is a material breach entitling us to terminate under section 12.
7.6. Because the Products are custom-made to your specification, all sums paid are non-refundable once production has begun, save where Products are defective through our fault as set out in section 9.
8. Delivery, customs, risk, and timing
8.1. We will use reasonable efforts to meet agreed delivery dates, but delivery dates are estimates and are not guaranteed unless we expressly agree otherwise in writing. We are not liable for delay caused by matters outside our reasonable control, including the matters in section 13, nor for delay caused by your late approval, late payment, or late supply of materials or information.
8.2. Where Products are shipped internationally, you are the importer unless we agree otherwise in writing, and you are responsible for all import duties, taxes, customs charges, clearance requirements, and any licences or authorisations required in the destination country. You are responsible for ensuring that the import of the Products is lawful in the destination country. We will provide the documentation reasonably required for export and import, but we do not warrant that any shipment will clear customs within any particular time, and we are not liable for seizure, detention, delay, or refusal of entry by any customs or other authority, except to the extent caused by our own breach.
8.3. Risk in the Products passes to you on despatch, or on delivery to your carrier, whichever is earlier. Title in the Products does not pass to you until we have received payment in full.
8.4. You must inspect Products on receipt and notify us of any shortage, loss, or visible damage within seven days of delivery, and of any non-visible defect within fourteen days of the date you could reasonably have discovered it. We are given a reasonable opportunity to inspect before any claim is pursued.
9. Defects, and the limit of our responsibility for the goods
9.1. We warrant that the Products will, at the time of despatch, conform in all material respects to the approved Proof and be free from material defects in materials and workmanship arising from our production.
9.2. This warranty does not apply to: any matter present in or arising from the approved Proof; any error in or arising from content or Recipient Data you supplied; ordinary variation in materials, colour, foil, finish, and handmade or security elements within commercial tolerances; damage occurring after risk passed to you; or misuse, mishandling, or improper storage.
9.3. If Products are defective through our fault, your sole and exclusive remedy, at our option, is that we will re-produce the affected Products or refund the price attributable to them. This is the full extent of our liability for defective Products, and it is in place of any other remedy.
10. Confidentiality
Each of us will keep confidential the non-public information of the other obtained in connection with an Order, and will use it only for the purpose of performing the Order, except where disclosure is required by law or to our respective professional advisers and contractors under equivalent duties. This does not prevent us from retaining and, where lawfully required, disclosing Verification records as described in section 14, nor from referring to the fact of our work in general terms where you agree.
11. Limitation of liability
This section limits our liability, and you should read it.
11.1. Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot lawfully be excluded or limited.
11.2. Subject to 11.1, we are not liable to you, whether in contract, tort including negligence, breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill or reputation, or for any indirect or consequential loss, in each case howsoever arising.
11.3. Subject to 11.1, our total aggregate liability arising out of or in connection with any Order, whether in contract, tort, or otherwise, is limited to the sums paid by you to us under that Order.
11.4. We are not liable for any loss arising from your breach of the warranties in section 4, 5, or 6, from content or Recipient Data you supplied, from your use of the Products, or from any third party's reliance on or challenge to a credential we produced at your instruction.
11.5. The allocation of risk in these terms, including the prices charged, reflects these limitations. You accept that they are reasonable.
12. Suspension and termination
12.1. We may suspend or terminate any Order or relationship immediately, by notice, if: you breach these terms materially and, where the breach is capable of remedy, fail to remedy it within a reasonable period of being asked; you fail to pay any sum when due; Verification is not satisfactorily completed or its results cause us concern; we reasonably suspect that an Order may facilitate fraud, forgery, misrepresentation, or any unlawful purpose; or you become insolvent or cease or threaten to cease trading.
12.2. On termination, you remain liable for all work done and costs incurred up to termination, and for all sums then due. The sections that by their nature should survive termination, including sections 4, 6, 9, 10, 11, 14, and 15, survive it.
13. Matters beyond our control
We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including acts of God, war, civil unrest, terrorism, epidemic or pandemic, government action, customs or border action, failure of utilities or transport, supply shortages, industrial action not involving our own workforce, and failures of suppliers or carriers. If such an event continues for a prolonged period, either of us may terminate the affected Order, in which case you pay for work done to that point.
14. Anti-fraud, records, and cooperation with authorities
This section reflects the nature of our trade and stands alongside section 4.
14.1. We operate a strict policy against the production of fraudulent, forged, or deceptive documents. We will not knowingly produce any document intended to misrepresent a qualification, credential, accreditation, identity, or status, and we screen Orders accordingly.
14.2. We retain our Verification records and Order records as described in our Privacy Policy. Where a competent authority makes a lawful request in connection with the prevention, investigation, or prosecution of fraud, forgery, or other unlawful conduct, we will cooperate and disclose our records to the extent the law requires or permits.
14.3. You acknowledge that our willingness to act for you depends on the truth of your warranties in section 4, and that a breach of them is a serious matter that may result in termination, retention and disclosure of records, and a claim under the indemnity in section 6.
15. General
15.1. Assignment
You may not assign or transfer your rights or obligations under an Order without our written consent. We may assign or subcontract ours, provided your rights are not adversely affected, and we remain responsible for any subcontractor's performance of our obligations.
15.2. Entire agreement
These terms, together with our written quotation or order confirmation and any individual written agreement we sign, are the entire agreement between us regarding their subject matter, and supersede all prior discussions. You confirm you have not relied on any statement not set out in them. Nothing in this clause limits liability for fraud.
15.3. No waiver
A failure or delay by us in enforcing any term is not a waiver of it.
15.4. Severance
If any provision is held unenforceable, the remainder is unaffected, and the provision is to be modified to the minimum extent necessary to make it enforceable while preserving its intent.
15.5. Notices
Notices must be in writing and sent to the contact details we hold for each other, and are deemed received on the next business day after sending by email or on actual delivery if sent by post.
15.6. Third parties
No one other than you and us has any right to enforce these terms.
15.7. Governing law and jurisdiction
These terms, and any dispute arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to recover sums due in any court of competent jurisdiction.
16. How to contact us
Laurel & Seal Ltd, trading as Laurel & Seal
27 Old Bond Street, London W1S 4QE, United Kingdom
hello@laurelandseal.com
End of Terms of Sale.