CONDITIONS
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges as set out in the Contract Details, payable by the Client for the supply of the Services in accordance with clause 4.1.
Commencement Date: as set out in the Contract Details.
Company Materials: has the meaning set out in clause 4.1.7.
Conditions: these terms and conditions set out in clauses 1 to 13 (inclusive) as amended from time to time in accordance with clause 13.6.
Contract: the contract between the Company and the Client for the supply of Services in accordance with the Contract Details and these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: as set out in the Contract Details.
Client Default: has the meaning set out in clause 4.2.
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and any Deliverables set out in the Contract Details.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client's order for Services as set out in the Client's purchase order form, the Client's written acceptance of a quotation by the Company, or overleaf, as the case may be.
Services: the interior design and/or project management services, including any Deliverables, supplied by the Company to the Client as set out in the Specification.
Specification: the description or specification of the Services as further set out in the Contract Details.
1.2 Interpretation:
1.2.1 A reference to legislation or a legislative provision:
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 The Company shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 The customer acknowledges that the Services, dependent on nature, may be delivered digitally.
3.3 The Company shall use all reasonable endeavours to meet any performance dates specified by the Company, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. The Company shall not be liable to the Client or to any other third party for delays in the schedule due to delay in delivery of furniture, fixtures or equipment, or any other factors outside of its control. The Company will notify the Client as soon as possible of any delay, where possible.
3.4 The Company reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
3.5 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
1.1 The Company may suspend the Services to deal with technical problems, make minor technical changes, update the Services to reflect changes in relevant laws and/or regulatory requirements or make changes to the Services.
4. CLIENT'S OBLIGATIONS
4.1 The Client shall:
4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate with the Company in all matters relating to the Services;
4.1.3 provide the Company, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Company;
4.1.4 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 prepare the Client's premises for the supply of the Services;
4.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.7 keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client's premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company's written instructions or authorisation; and
4.1.8 comply with any additional obligations as set out in the Specification.
4.2 If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.2.1 without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company's performance of any of its obligations;
4.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.
4.3 The Client agrees to indemnify the Company for any incorrect information provided by a third-party. No liability shall be attached to the Company in respect of any losses suffered or alleged to have been suffered by the Client by reason of the reliance on the information provided by the third-party.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be calculated on a time and materials basis:
5.1.1 the Charges shall be calculated in accordance with the Company's daily fee rates/price per square meter, as set out in the Order;
5.1.2 the Company's daily fee rates for each individual are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
5.1.3 the Company shall be entitled to charge an overtime rate as specified in the Contract Details, which is a percentage of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1.2;(not applicable if the project calculated/quoted per square meter) and
5.1.4 the Company shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
5.2 If the Services are identified as a ‘Large’ scale project in the Contract Details, the Company shall invoice the Client as follows:
5.2.1 25% of the Total Sum to be paid before the Supplier engages in any Services
5.2.2 25% of the Total Sum to be paid once the Customer approves the drawing with the layout, but before 3D visualization (first option)
5.2.3 25% of the Total sum to be paid before correcting the 3D visualization
5.2.4 25% the Total sum to be paid after 3D visualization, but before final drawings completion.
5.3 If the Services are identified as a ‘Small’ scale project in the Contract Details, the invoicing and payment terms shall be:
5.3.1 upon placement of the Order, the Company shall issue an invoice amounting to 50% of the Charges; and
5.3.2 once the drawing is completed and the Client has approved the layout of the furniture, the Company shall issue a final invoice amounting to the remaining 50% of the Charges.
5.4 The Company may charge additional sums (for example to cover additional manpower/re-scheduling deliveries) if:
5.4.1 the Client has not provided relevant and up to date information relating to access to the Property or as otherwise necessary to perform the Services; or
5.4.2 where the Client has not carried out the preparatory work required before the Services are to be performed as agreed with the Company.
5.5 The Client shall pay all invoices submitted by the Company:
5.5.1 unless otherwise stated on the relevant invoice, within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Client; and
5.5.2 in full and in cleared funds to a bank account nominated in writing by the Company, and
time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 If the Client fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 11, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. SUB-CONTRACTORS AND THIRD PARTIES
6.1 The Client acknowledges that the Company may use contractors to perform some or all of the Services.
6.2 The Client further acknowledges that the timely performance of the Services is dependent on materials, stock, labour being available, all of which are outside of the Company’s control. Accordingly, the Company cannot accept any responsibility for any failure or delay in performing any part of the Services as a result. The Company will use reasonable endeavours to minimise any delays and shall were reasonably practicable keep the Client informed in relation to such matters.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services and any Deliverables are owned by the Company.
7.2 The Company grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, revocable licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) solely for the purpose of receiving and using the Services and the Deliverables.
7.3 The Client shall not:
7.3.1 sub-license, assign or otherwise transfer;
7.3.2 reproduce, sell, use or otherwise exploit,
the rights granted in clause 7.2.
7.4 The Client grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Company for the term of the Contract for the purpose of providing the Services to the Client.
7.5 The Company may take and use pictures of the finished design, project and/or any part of the Services in its promotional materials.
8. PANNING CONSENTS AND BUILDING REGULATIONS
8.1 Unless otherwise agreed by the Company, the client is responsible for applying for and obtaining planning permission and any other building or regulatory consents, licenses or authorities that may be required in connection with the Services.
8.2 The Client is responsible for obtaining insurance to cover any damage to property, personal injury, death, loss or other damage, for any works carried out as part of the Services.
9. THE COMPANY’S LIABILITY TO CLIENT’S WHO ARE CONSUMERS
9.1 The Company does not compensate for all losses caused by the Services. The Company is responsible for losses suffered by the Client as a result of the Company breaking the Contract unless the loss is:
9.2 We're responsible for losses you suffer caused by us breaking this contract unless the loss is:
9.2.1 Unexpected. It was not obvious that it would happen and nothing said to the Company before acceptance of an Order meant that the Company should have expected it (so, in the law, the loss was unforeseeable).
9.2.2 Caused by a delaying event outside our control, provided that the Company has notified the Client in writing in accordance with clause 13.1.
9.2.3 Avoidable. Something the Client could have avoided by taking reasonable action, including following the Company’s reasonable instructions for use.
9.2.4 A business loss. The Company’s liability for any loss suffered in connection with the Client’s trade, business, craft or profession is limited, as described in clause 10.
10. THE COMPANY’S LIABILITY TO CLIENT’S WHO ARE BUSINESSES
10.1 The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
10.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
10.4 Nothing in this clause 8 shall limit the Client's payment obligations under the Contract.
10.5 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.5.1 death or personal injury caused by negligence;
10.5.2 fraud or fraudulent misrepresentation; and
10.5.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.6 The Company will, where the Client is an individual be responsible for losses suffered byt
10.7 Subject to clause 10.3 (No limitation in respect of deliberate default), and clause 10.5 (Liabilities which cannot legally be limited), the Company's total liability to the Client for all loss or damage shall not exceed an amount equal to the charges paid by the Client to the Company in the 12 months preceding a claim.
10.8 The caps on the Company's liabilities shall be reduced by:
10.8.1 payment of an uncapped liability;
10.8.2 amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
10.9 Subject clause 10.3 (No limitation in respect of deliberate default), clause 10.4 (No limitation of customer's payment obligations) and clause 10.5 (Liabilities which cannot legally be limited), this clause 10.9 sets out the types of loss that are wholly excluded:
10.9.1 loss of profits.
10.9.2 loss of sales or business.
10.9.3 loss of agreements or contracts.
10.9.4 loss of anticipated savings.
10.9.5 loss of use or corruption of software, data or information.
10.9.6 loss of or damage to goodwill; and
10.9.7 indirect or consequential loss.
10.10 The Company has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.11 Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.12 This clause 8 shall survive termination of the Contract.
11. TERMINATION
11.1 The Client may terminate the Contract at will within 14 days of the date of the Contract by giving notice in writing/using the cancellation form overleaf. If any Services have been provided prior to such cancellation, the Company shall be entitled to charge a proportionate amount to reflet the work undertaken by the Company up to the date of cancellation. If payments has been made in excess of that amount, the Company shall refund the Client accordingly within 14 days, less any such proportionate amount.
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract by giving the Client not less than 14 days’ notice in writing.
11.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
11.3.2 if a business, the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.3.3 if a business, the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.3.4 if an individual, the Client dies or is considered to be unable to manage their own affairs due to illness or incapacity;
11.3.5 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.4 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Client if:
11.4.1 the Client fails to pay any amount due under the Contract on the due date for payment; or
11.4.2 there is a change of control of the Client.
11.5 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under the Contract or any other contract between the Client and the Company if:
11.5.1 the Client fails to pay any amount due under the Contract on the due date for payment;
11.5.2 the Client becomes subject to any of the events listed in clause 11.3.3 or clause 11.3.4, or the Company reasonably believes that the Client is about to become subject to any of them; and
11.5.3 the Company reasonably believes that the Client is about to become subject to any of the events listed in clause 11.3.2.
12. CONSEQUENCES OF TERMINATION
12.1 On termination of the Contract:
12.1.1 the Client shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.1.2 the Client shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Company may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. GENERAL
13.1 Disputes. Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without a party having to go to court. In the unlikely event of a complaint, please contact the Company.
13.2 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. A party suffering an event outside of its control shall notify the other as soon as reasonably possible of the nature of the event and the anticipated impact on this Contract.
13.3 Assignment and other dealings.
13.3.1 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
13.3.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
13.4 Confidentiality.
13.4.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.4.2.
13.4.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.4; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.4.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.5 Entire agreement.
13.5.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.5.3 Nothing in this clause shall limit or exclude any liability for fraud.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 13.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.9 Notices.
13.9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
13.9.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address; or
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
13.9.3 This clause 13.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
13.10 Third party rights.
13.10.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.10.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.