Terms of Service

OVERVIEW

Welcome to 121 Wholesale. The terms “we”, “us” and “our” refer to 121 Wholesale, a trading name of Audiotech Systems Ltd. 121 Wholesale operates this website, store and related services, including all information, content, features, tools, products and services made available through it, in order to provide you with a wholesale purchasing experience (the “Services”). 121 Wholesale is powered by Shopify, which enables us to provide the Services to you.

These Terms of Service, together with any policies referenced within them, including our Privacy Policy, set out the terms on which you may access and use the Services.

Please read these Terms of Service carefully before using our Services. By visiting, accessing, browsing, interacting with or using any part of the Services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms of Service or our Privacy Policy, you must not access or use the Services.

Our website is intended primarily for trade and business customers. We reserve the right to restrict or refuse service, suspend accounts, or cancel orders where we reasonably believe the Services are being used inappropriately or contrary to our trade-only model.

SECTION 1 - ACCESS AND ACCOUNT

By agreeing to these Terms of Service, you confirm that you are at least 18 years old and legally capable of entering into binding contracts.

To use some parts of the Services, including placing orders, viewing pricing, or managing your account, you may be asked to provide certain information, including your name, business details, email address, billing details, payment details, shipping address and telephone number. You agree that all information you provide is accurate, current and complete, and that you have the necessary authority to provide such information.

You are responsible for maintaining the confidentiality of your account credentials and for all activity carried out under your account. You must notify us immediately if you suspect any unauthorised access to or use of your account.

You may not transfer, assign, sell or otherwise make your account available to any other person without our prior written consent.

We reserve the right to refuse registration, suspend access, or terminate accounts at our discretion, including where account information is inaccurate, misleading, incomplete, or where we believe the account is being used in breach of these Terms.

SECTION 2 - OUR PRODUCTS

We make reasonable efforts to ensure that product descriptions, photographs, specifications and other content on our website are accurate. However, product images are for illustrative purposes only. Colours, packaging, labelling and appearance may vary from how they appear on your screen or from previously supplied stock.

We do not warrant that product images, packaging, appearance or descriptions will be identical in all respects to the goods supplied. Manufacturers may change product packaging, branding, ingredients, sizing, specifications or presentation without notice.

All product descriptions, pricing, availability and specifications are subject to change at any time without notice at our sole discretion. We reserve the right to withdraw any product from sale at any time.

We may limit the sale of products to any person, business, region or jurisdiction on a case-by-case basis. Certain items may be subject to age restrictions, regulatory controls, trading restrictions or business-use limitations, and it is your responsibility to ensure that you are legally entitled to purchase, possess, resell and use any products ordered from us.

SECTION 3 - ORDERS

When you place an order through our Services, you are making an offer to purchase goods from us. Submission of an order does not constitute acceptance of that order.

We reserve the right to accept or decline any order at our discretion. An order is only accepted when we confirm acceptance, usually by dispatching the goods or otherwise expressly confirming that the order has been accepted.

We must receive and process payment before an order is accepted, unless alternative payment terms have been agreed in writing.

Please check your order carefully before submitting it. Once an order has been accepted, we may not be able to accommodate cancellation or amendment requests.

We may refuse, limit, amend or cancel any order where, in our reasonable opinion:

• the product is unavailable;
• there is an error in pricing, description or stock information;
• fraud or unauthorised activity is suspected;
• the order breaches applicable law or regulation;
• the order is inconsistent with our trade-only business model; or
• the customer account or supplied information is incomplete or inaccurate.

If we do not accept, amend or cancel an order, we will attempt to notify you using the contact details provided when the order was placed.

All purchases are subject to our Refund Policy and Delivery & Returns Policy.

You confirm that any goods purchased from us are purchased lawfully and that you are responsible for ensuring compliance with all laws and regulations applicable to your purchase, storage, use and resale of those goods.

SECTION 4 - PRICES AND BILLING

Prices, discounts and promotions are subject to change without notice.

Unless otherwise stated, prices shown on our website are exclusive of VAT and exclusive of delivery charges. VAT, shipping charges and any other applicable costs will be added where relevant at checkout or otherwise advised before payment is taken.

The price charged for goods will be the price in effect at the time the order is placed, subject to correction of any obvious errors.

Prices shown on our website may differ from prices offered in-store, by telephone, via catalogue, or by third parties. Promotional pricing may be subject to additional terms and conditions. If there is any conflict between a promotion and these Terms, the promotional terms will apply to the extent of that conflict.

You agree to provide current, complete and accurate purchase, payment and account information for all purchases made through the Services. You agree to update your account information promptly so that we can complete your transactions and contact you where necessary.

You represent and warrant that:

• all payment information provided by you is accurate and complete;
• you are authorised to use the payment method provided;
• the charges incurred by you will be honoured by your payment provider; and
• you will pay all charges incurred by you at the prices in force at the time, including applicable VAT, shipping and any other stated charges.

SECTION 5 - SHIPPING AND DELIVERY

Delivery times provided by us are estimates only and are not guaranteed. While we aim for prompt dispatch and, where applicable, next working day delivery, delays may occur due to stock availability, courier delays, weather, transport disruption, incorrect address details, customs processes or other events outside our reasonable control.

We are not liable for shipping or delivery delays caused by third-party couriers or circumstances beyond our control.

Unless otherwise agreed, delivery is completed and risk in the goods passes to you when the goods are delivered to the address you have specified, or when they are collected by you or on your behalf. Title to the goods passes to you only when we have received payment in full for those goods and any other sums due from you to us.

You are responsible for inspecting goods promptly on delivery and for reporting shortages, damage, incorrect goods or delivery issues within the timeframe set out in our Delivery & Returns Policy.

SECTION 6 - INTELLECTUAL PROPERTY

All content made available through the Services, including but not limited to text, graphics, logos, product names, photographs, images, videos, audio, catalogues, page layouts, software, and the design, selection and arrangement of such content, is owned by or licensed to 121 Wholesale, Audiotech Systems Ltd, Shopify or our licensors, and is protected by applicable intellectual property laws.

You may use the Services only for your own lawful internal business purposes in connection with purchasing from us. You must not reproduce, distribute, modify, republish, download, store, transmit, create derivative works from, commercially exploit or otherwise use any material from the Services without our prior written consent, except as permitted by law.

Nothing in these Terms gives you any right, title, interest or licence in or to any of our intellectual property except for the limited right to use the Services in accordance with these Terms.

121 Wholesale, 121Wholesale.co.uk, Audiotech Systems Ltd and related names, logos, branding, product names, service names and slogans are trademarks or trading identifiers of ours or our licensors. Shopify’s names, logos and branding are the property of Shopify. All other names, brands and marks on the Services belong to their respective owners.

SECTION 7 - OPTIONAL TOOLS

We may provide access to tools, integrations or features offered by third parties. These are provided on an “as is” and “as available” basis without warranties, representations, conditions or endorsement of any kind.

We neither monitor nor control third-party tools and have no responsibility for their operation, availability, security, accuracy or performance.

Your use of any optional third-party tools is entirely at your own risk and discretion, and you should ensure that you understand and accept the terms on which such tools are provided by the relevant third-party provider.

We may also introduce new features, tools or resources in the future. Such features will also form part of the Services and will be subject to these Terms.

SECTION 8 - THIRD-PARTY LINKS

The Services may contain links to third-party websites, services, content or resources. These links are provided for convenience only.

We are not responsible for examining or evaluating the content, accuracy, availability, legality or policies of any third-party websites or materials, and we do not endorse them unless expressly stated.

If you access any third-party website or service, you do so at your own risk. We are not liable for any loss or damage arising out of or in connection with your access to, use of, or reliance on any third-party websites, goods, services or content.

Any complaints, claims or questions regarding third-party products or services should be directed to the relevant third party.

SECTION 9 - RELATIONSHIP WITH SHOPIFY

[NOTE TO MERCHANT: This section accurately characterises Shopify's relationship with your store and should not be removed or materially modified.]

121 Wholesale is powered by Shopify, which enables us to provide the Services to you. However, any sales and purchases you make in our store are made directly with 121 Wholesale and not with Shopify. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and 121 Wholesale, including any injury, damage, loss, dispute or claim arising from products or services purchased from us. You hereby release Shopify and its affiliates from claims, damages and liabilities arising from or related to your purchases and transactions with 121 Wholesale, to the fullest extent permitted by law.

SECTION 10 - PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy.

Because the Services are hosted by Shopify, Shopify may collect and process personal information about your access to and use of the Services in order to provide and improve the Services. Information submitted through the Services may be transmitted to and processed by Shopify and third-party service providers in countries outside your own. Please review our Privacy Policy and Shopify’s privacy information for further details.

By using the Services, you acknowledge that you have read and understood the relevant privacy policies.

SECTION 11 - FEEDBACK

If you submit or send us ideas, suggestions, proposals, reviews, comments, feedback or other materials, whether online, by email, by telephone, through forms or otherwise (collectively, “Feedback”), you grant us a perpetual, worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to use, reproduce, modify, adapt, publish, translate, distribute and display that Feedback in any medium for any lawful purpose, including operating, improving and promoting our Services.

You represent and warrant that:

• you own or control all rights in the Feedback or otherwise have the right to provide it to us;
• your Feedback is accurate and not misleading; and
• your Feedback does not violate any law or the rights of any third party.

We are under no obligation to keep Feedback confidential, to compensate you for it, or to respond to it.

We may, but are not obliged to, monitor, edit or remove Feedback that we determine in our sole discretion to be unlawful, misleading, offensive, defamatory, obscene, infringing, or otherwise objectionable.

You are solely responsible for any Feedback you provide and for its accuracy.

SECTION 12 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions relating to product descriptions, specifications, pricing, promotions, shipping charges, delivery times or availability.

We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders where information is inaccurate, at any time and without prior notice, including after you have submitted an order.

SECTION 13 - PROHIBITED USES

You may use the Services only for lawful purposes. You must not use the Services:

• for any unlawful, fraudulent or malicious purpose;
• to violate any applicable law, regulation or code of practice;
• to infringe our rights or the rights of others, including intellectual property rights;
• to harass, abuse, threaten, defame, intimidate or otherwise harm any person;
• to submit false, inaccurate or misleading information;
• to send spam, unsolicited promotions or any other unauthorised advertising;
• to impersonate any person or entity or misrepresent your affiliation with them;
• to interfere with or disrupt the Services or servers or networks connected to them; or
• in any way that could damage, disable, overburden or impair the Services.

You also agree not to:

• upload or transmit viruses, malware or any harmful code;
• reproduce, duplicate, copy, scrape, harvest, extract or exploit any portion of the Services without permission;
• collect or track the personal information of others without lawful basis;
• use robots, spiders, crawlers, scrapers, data mining tools or similar automated means to access or interact with the Services;
• use AI agents or automated systems to access the Services contrary to these Terms;
• bypass or attempt to bypass any security, authentication or access restrictions; or
• circumvent any technical measures used to prevent or restrict access to the Services.

We reserve the right to suspend, restrict or terminate access to the Services or your account without notice if we believe you have breached these Terms.

SECTION 14 - AGENTS

14.1 This section (“Agent Terms”) applies if you use, allow, enable or cause the deployment of an Agent to access, use or interact with any Services. “Agent” means any software, bot, service or system that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity, including AI agents and automated assistants.

14.2 No Agent may access, use or interact with the Services unless, at all times, it identifies itself and operates in strict accordance with the requirements in section 14.4 below. In addition, no Agent may access, use or interact with the Services if we have requested that the Agent refrain from doing so.

14.3 We may limit, restrict or block, including through technical measures, whether and how any Agent accesses, uses or interacts with the Services.

14.4 Agents must:

• identify that they are Agents in all HTTP/HTTPS requests and disclose the Agent name in the user agent string using the format: Agent/[agent name];
• not conceal or obfuscate that access or interaction is from an Agent, including by mimicking human behaviour or interaction patterns;
• not complete or circumvent CAPTCHAs or any measures intended to distinguish humans from automated systems;
• respond truthfully to any question or prompt intended to determine whether the user is human or automated; and
• not avoid, circumvent or interfere with any measures intended to block, limit or control Agent access to the Services.

SECTION 15 - TERMINATION

We may suspend or terminate your access to all or part of the Services, with or without notice, at our discretion, including where we reasonably believe you have breached these Terms, applicable law, or used the Services in a manner that may cause harm to us, Shopify, our customers or third parties.

You remain responsible for all amounts due up to the date of termination.

The following sections shall survive termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnity, Severability, Waiver, Entire Agreement, Assignment, Governing Law, Privacy Policy, and any provisions which by their nature are intended to survive termination.

SECTION 16 - DISCLAIMER OF WARRANTIES

The information presented on or through the Services is made available for general information purposes only. While we take reasonable care in preparing it, we do not guarantee that the information is accurate, complete, current or suitable for your particular purposes.

To the fullest extent permitted by law, and except as expressly stated by us in writing, the Services and all products offered through them are provided on an “as is” and “as available” basis, without any representation, warranty or condition of any kind, whether express or implied, including any implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, durability, title and non-infringement.

We do not warrant that the Services will be uninterrupted, secure, timely, error-free or free from harmful components.

Nothing in these Terms excludes or limits any liability or warranty that cannot lawfully be excluded or limited under applicable law, including your statutory rights where applicable.

SECTION 17 - LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.

Subject to the above, to the fullest extent permitted by law, neither 121 Wholesale, Audiotech Systems Ltd, nor our directors, officers, employees, affiliates, agents, contractors, licensors, service providers or suppliers, nor Shopify and its affiliates, shall be liable for any indirect, incidental, consequential, special or punitive loss or damage, including loss of profits, loss of business, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, business interruption or replacement costs, arising out of or in connection with your use of, or inability to use, the Services or any products purchased through the Services.

Subject to the above, our total aggregate liability to you in respect of any claim arising out of or in connection with the Services or any order shall not exceed the amount paid by you to us for the relevant goods or services giving rise to the claim.

SECTION 18 - INDEMNITY

You agree to indemnify, defend and hold harmless 121 Wholesale, Audiotech Systems Ltd, Shopify, and our respective affiliates, officers, directors, employees, agents, contractors, licensors and service providers from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or relating to:

• your breach of these Terms or any policies incorporated into them;
• your breach of applicable law or regulation;
• your infringement of the rights of any third party; or
• your misuse of the Services.

We will notify you of any such claim where reasonably practicable. We may control the defence and settlement of the claim, provided we will not agree any settlement imposing non-monetary obligations on you without your consent, not to be unreasonably withheld.

SECTION 19 - SEVERABILITY

If any provision of these Terms is found by a court or competent authority to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the remainder of the Terms shall remain in full force and effect.

SECTION 20 - WAIVER; ENTIRE AGREEMENT

No failure or delay by us in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy.

These Terms of Service, together with any policies and operating rules posted by us on the website, constitute the entire agreement between you and us in relation to your use of the Services and supersede all prior agreements, communications and understandings between you and us relating to that subject matter.

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

SECTION 21 - ASSIGNMENT

You may not assign, transfer, charge, subcontract or otherwise deal with any of your rights or obligations under these Terms without our prior written consent.

We may assign, transfer, subcontract or otherwise deal with our rights and obligations under these Terms at any time, provided that doing so does not reduce the protections available to you under these Terms.

SECTION 22 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms or the Services, although we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

SECTION 23 - HEADINGS

The headings in these Terms are included for convenience only and shall not affect their interpretation.

SECTION 24 - CHANGES TO TERMS OF SERVICE

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

We reserve the right to update, change or replace any part of these Terms of Service by posting updates to our website. It is your responsibility to check this page periodically for changes.

Where required by applicable law, we will notify you of material changes. Your continued use of or access to the Services following the posting of changes constitutes acceptance of those changes.

SECTION 25 - CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at sales@121wholesale.co.uk.

Our contact details are:

121 Wholesale
Trading name of Audiotech Systems Ltd
Email: sales@121wholesale.co.uk
Address: 10–12 Whitechapel Road, London, E1 1EW, United Kingdom
Phone: 020 7377 6400
Company Registration Number: 03530579
VAT Number: GB 714 346 450