Business-to-Business (B2B) Terms and Conditions of Sale

Multplx Ltd trading as QuietCase

Registered Office: 250a Kennington Lane, London, SE11 5RD, United Kingdom

Company Number: 06734155

Effective Date: 01 January 2026

These General Terms and Conditions of Sale ("Terms") govern the sale of goods by Multplx Ltd trading as QuietCase ("Supplier", "we", "us", or "our") to any purchaser ("Purchaser", "you", or "your"), including schools, businesses, and organizations. QuietCase is a trademarked name under Multplx Ltd. By placing an order or accepting delivery of any goods, you agree to be bound by these Terms. These Terms apply to all quotes, orders, and sales of our products ("Goods").

If a separate written agreement signed by both parties exists for the specific sale, its terms will prevail over these Terms to the extent of any inconsistency. These Terms supersede all prior understandings, negotiations, or communications, and any conflicting terms in your purchase order or other documents are expressly rejected. Fulfillment of your order does not constitute acceptance of your terms.

We reserve the right to update these Terms at any time, with changes effective upon posting on our website. Continued purchases after changes constitute acceptance.

1. Definitions

Goods: All hardware security products, merchandise, materials, equipment, and tangible items supplied by us, including but not limited to QuietCases, QuietBases and QuietKeys
Quote: Any written or electronic quotation provided by us for the supply of Goods.
Order: Any written or electronic purchase order issued by you based on a Quote.
Purchaser: You and any of your affiliates, subsidiaries, successors, or assigns (existing or future).
Supplier: Multplx Ltd trading as QuietCase, and any of our affiliates, subsidiaries, authorized partners, successors, or assigns (existing or future).

2. Purchaser Evaluation and Suitability

The Purchaser acknowledges that it has independently evaluated, tested, and determined that the Goods are suitable for its intended use, environment, policies, safeguarding requirements, and operational needs prior to purchase.
The Purchaser confirms that it has not relied on any representation, warranty, guarantee, or statement by the Supplier regarding specific behavioural, educational, disciplinary, safeguarding, security, or operational outcomes arising from use of the Goods.
Responsibility for implementation, supervision, policy enforcement, and suitability for the Purchaser’s particular use case remains solely with the Purchaser.

3. Quotes and Orders

Quotes specify prices, quantities, and descriptions of Goods and are valid for the period stated therein (or 30 days if unspecified). We may change prices or withdraw Quotes prior to accepting an Order.
Quotes do not obligate you to purchase or us to supply Goods. Prices exclude shipping costs, taxes, duties, and any other charges. Shipping costs apply and will be specified in the Quote and invoice.
To place an Order, you may submit a purchase order or complete upfront payment, in either case referencing the Quote. We accept Orders by written confirmation or by shipping the Goods. We may reject any Order at our discretion.
Once accepted, Orders are binding and may not be cancelled or modified without our written consent, which may include fees for costs incurred.

4. Payment Terms

Standard payment is upfront in full upon Order acceptance. Payment terms or financing may be agreed on a case-by-case basis and will be specified in the Quote and invoice.
Accepted payment methods include bank transfer, credit card, or other methods we specify. All payments must be in GBP (or the currency stated in the Quote) and free of deductions.
Invoices are issued upon shipment or as specified. For any extended terms, late payments incur interest at 1.5% per month (or the maximum allowed by law) from the due date.
We may suspend deliveries or terminate Orders for non-payment. No set-offs, counterclaims, or deductions are permitted. You represent that all Orders are authorised and that you are solvent.

5. Delivery and Shipping

We will deliver Goods within a reasonable time after Order acceptance, subject to availability. Delivery dates are estimates only; we are not liable for delays.
Goods are delivered to the address specified in your Order ("Delivery Address") using our standard shipping methods (e.g., courier). Risk of loss and title pass to you upon delivery at the Delivery Point (or Ex Works our warehouse if specified in the Quote).
Partial shipments are allowed; each shipment constitutes a separate sale.
Acceptance: You must inspect Goods promptly upon delivery. Goods shall be deemed accepted on the earlier of:

(a) written confirmation of acceptance;

(b) first use of the Goods; or

(c) five (5) business days after delivery, unless you notify us in writing of a defect or non-conformity within that period.

Acceptance is limited to conformity with the agreed specification and does not include fitness for a particular purpose.
Claims for damaged, missing, or incorrect Goods must be submitted in writing within five (5) business days of delivery. Our liability is limited to replacement or credit.

6. Product Changes and Specifications

We reserve the right to make non-material changes to the design, materials, colour, packaging, dimensions, or specifications of the Goods, provided such changes do not materially affect functionality, safety, or compliance.
Product images, samples, and descriptions are illustrative only unless expressly stated as binding specifications in the Quote.

7. Returns and Refunds

Returns are accepted for defects only within 30 days of delivery. Goods must be unused, in original packaging, with no tampering or seals broken.
Contact us for a return authorisation; we will inspect and, if defective, issue a replacement or credit (no cash refunds). Shipping costs for returns are your responsibility unless we caused the defect.
No returns for non-defective Goods unless we agree in writing (may incur a restocking fee of up to 20%).

8. Warranty

We warrant Goods against defects in materials and workmanship for one (1) year from delivery date, provided they are used normally and in accordance with our instructions.
This warranty is limited to the original Purchaser and is non-transferable.
Goods are supplied for supervised institutional or commercial use only. Where Goods are provided to or used by students, minors, or third parties, the Purchaser remains fully responsible for supervision, handling, and compliance with safety guidance.
Warranty claims must be submitted in writing within 10 business days of discovery, with proof of purchase. At our discretion, we will repair or replace defective Goods (shipping at our cost for valid claims).
Exclusions: Misuse, abuse, neglect, accident, tampering, unauthorised modifications, reverse engineering, or integration with unapproved components; normal wear and tear; cosmetic damage; environmental factors (e.g., extreme temperatures); failure to follow safety guidelines.
Safety Disclaimer: Goods contain powerful magnets and are not toys. They are unsuitable for children under 3 years and must be kept away from pacemakers, medical devices, credit cards, and sensitive electronics.
No other warranties, express or implied (including merchantability, fitness for a particular purpose, or non-infringement), apply. Goods are for commercial/business use only.
Except as expressly stated in these Terms, no warranty is given that the Goods will achieve any particular behavioural, disciplinary, educational, security, or operational outcome.

9. Use of Goods and Responsibility

QuietCase Goods are physical containment tools only and do not monitor, track, transmit data, or enforce behavioural or disciplinary policies. Responsibility for policy enforcement, compliance, and supervision remains solely with the Purchaser.
We are not responsible for loss, theft, damage, or misuse of Goods or of any devices placed inside the Goods after delivery.

10. Limitation of Liability

We are not liable for indirect, incidental, special, punitive, or consequential damages (e.g., loss of profits, data, revenue, or business opportunities), even if advised of the possibility.
Our total liability is capped at the amount you paid for the specific Goods. This does not limit liability for death, personal injury, fraud, or gross negligence where prohibited by law.
You indemnify us against claims arising from your negligence, misuse of Goods, or breach of these Terms.

11. Intellectual Property and Confidentiality

To the extent that we own or control intellectual property rights in the Goods, designs, and any materials provided (e.g., Quotes, specifications), such rights remain our property or that of our licensors. You are granted a limited, non-exclusive, non-transferable license to use the Goods solely for their intended purpose, without any right to sublicense, modify, or distribute.
No reverse engineering, copying, or modification of Goods without our written consent.
You must keep our confidential information (e.g., designs, pricing, know-how) secret and not disclose it without consent. Breach entitles us to injunctive relief and damages.

12. Compliance, Export and Sanctions

You represent and warrant that you are not subject to any applicable trade sanctions and that the Goods will not be exported, re-exported, or transferred in violation of applicable export control or sanctions laws.
Goods do not collect, store, or process personal data. QuietCase is not a data processor or controller in relation to student or user data.

13. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, war, strikes, supply shortages, government actions).
The affected party must notify the other promptly and use reasonable efforts to mitigate. If the event lasts over 60 days, either party may terminate with 10 days' notice (your payment obligations remain).

14. Termination

We may terminate any Order or these Terms immediately for your non-payment, breach, insolvency, or bankruptcy.
Upon termination, you must pay all amounts due; we may repossess Goods. Termination does not affect accrued rights.

15. Dispute Resolution and Governing Law

These Terms are governed by the laws of England and Wales. Courts of England have exclusive jurisdiction.

These Terms constitute the entire agreement relating to the sale of Goods.

For questions, contact us at hello@getquietcase.com.

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