1.0 Appointment

The Client appoints The Designer to provide the Services and the Designer accepts such appointment.

2.0 Term and termination

2.1 Subject to Conditions 2.2 and 2.3 below, this Agreement shall commence once both parties have signed

this agreement and continue until project completion, within reason and yet to be agreed, on which date this Agreement shall cease to bind either party.

2.2 This Agreement will automatically terminate if:

(a) one party to this Agreement is in breach of the terms of this Agreement; and

(b) such breach of the Agreement is capable of being remedied; and

(c) such breach is not remedied within 14 days of the receipt by the party in breach of a notice from the

other party to this Agreement specifying the breach and requiring its remedy.

2.3 This Agreement will automatically terminate on either party making or offering to make an arrangement or composition with

his creditors or committing any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if (where either party is a limited company) any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be presented or passed or if an administrator, receiver or liquidator of such company’s undertaking, property or assets or any part of them shall be appointed.

3.0 Assignment

No party shall be entitled to assign their rights or obligations under this Agreement without the consent in writing of the other

party to this Agreement

4.0 Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or

rule of law such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

5.0 Confidentiality

The Designer undertakes not to disclose any confidential information obtained from the Client concerning the

business methods, know-how and the business affairs of the Client without the Client's prior approval. The Designer shall ensure that his staff and any sub-contractor employed by him on the Project give the Designer the same undertaking of confidentiality.

6.0 Indemnity and Exclusion of Liability

6.1 Except in the case of death or personal injury caused by the Designer’s negligence, the Designer shall be indemnified by the Client against any and all liabilities, actions, proceedings, claims, costs, demands, damages, and expenses (including reasonable legal fees) which may be incurred by or threatened against the Designer by reason of having properly provided the Services or by reason of the proper exercise of any powers, authorities, discretions, or carrying out its duties under this Agreement.

6.2 Without prejudice to Condition 6.1 above, the Client shall indemnify the Designer for any loss or damage (including legal costs and economic loss) that may become payable to any third party or may be suffered by the Designer as a result of any failure by the Client or its agents or contractors to conform with the Construction (Design and Management) Regulations 1994 and any other building regulations in any jurisdiction in which construction takes place relating to the Project (the “Regulations”).

6.3 The Designer shall not have any liability to the Client in connection with this Agreement unless such liability is caused by the Designer’s negligence in performing the Services or wilful default of its obligations under this Agreement.

6.4 Goods in Possession of the Designer
While the goods are in the possession of the designer for purposes of delivery and installation, we will take all reasonable care to prevent damage. In the event of any damage occurring while the goods are in our possession, we will repair, replace, or exchange the damaged goods at no additional cost to the Client.

6.5 Goods in the Possession of the Client
Upon the completion of the delivery and installation, and once the goods are in the possession of the Client, the designer shall not be liable for any damage or loss to the goods. The Client assumes full responsibility for the care and maintenance of the goods once the installation stage is concluded.

6.6 Exclusion of Liability
To the fullest extent permitted by law, the designer shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with the goods or services provided, even if the designer has been advised of the possibility of such damages.

7.0 Regulations

The Client confirms that it is aware of its duties under the Regulations and of all practical guidance issued by the Health and Safety

Executive with respect to the requirements of the Regulations. The Client undertakes that it will ensure that all construction relating to the Project conforms to the Regulations.

8.0 Non-payment

Until all the Designer’s fees, costs and expenses have been paid by the Client all physical material produced by

the Designer in relation to the Project (including but without limitation all sketches, drawings, models or prototypes) (the

“Commissioned Work”) shall remain the property of the Designer.

9.0 Use of Commissioned Work

9.1 The Commissioned Work shall not be used for any purpose other than the Project without the prior written

consent of the Designer.

9.2 No Commissioned Work in rough or uncompleted form may be used or published without the prior written

approval of the Designer.

9.3 The Designer shall at all times be entitled to use the Commissioned Work or any description or illustration

of the Commissioned Work for the purpose of promotion even if intellectual property rights in the Commissioned

Work have been assigned to the Client under Condition 12 below.

10.0 Design Credits

10.1 The Designer shall at all times be identified as the sole author of the Commissioned Work and any publication

that refers to the Commissioned Work shall bear a clear and distinctive credit to the Designer in a form approved

by it.

10.2 The Designer's name, signature or trading style shall not be registered in any way or used upon or in relation to

any of the Commissioned Work without the prior written consent of the Designer.

11.0 Intellectual Property Rights

Any intellectual property rights arising in the Commissioned Work shall be the property of the Designer and shall

remain the property of the Designer unless:

(a) the Project is completed; and

(b) all fees costs and expenses payable under this Agreement by the Client to the Designer have been paid

full; and

(c) the Designer will assign such intellectual property rights in writing to the Client on project completion and

once full payment is received.

12.0 No Third Party rights

Unless specifically agreed to the contrary in writing The Designer shall act only on behalf of the Client and the Contracts (Rights of

Third Parties) Act 1999 shall not apply.

13.0 No Agency

Nothing in this Agreement shall be taken or deemed as constituting a relationship of agency between the Parties.

14.0 No Partnership

Nothing in this Agreement shall be taken or deemed as constituting a partnership between the Parties.

15.0 Notices

15.1 Every notice under this Agreement shall be in writing and shall be deemed to be duly given if it identifies the

recipient as the addressee and is delivered by hand or posted pre-paid to the address of the receiving party set

set out in the Agreement or such other address as may be notified by the receiving party from time to time in writing.

15.2 A correctly-addressed notice sent by pre-paid post in accordance with Condition 15.1 above shall be deemed

served on the receiving party 48 hours after posting. If sent by hand a notice will be deemed served on delivery.

16.0 Jurisdiction and Governing Law

This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the

English courts.

17.0 Arbitration

17.1 Any dispute arising out of this Agreement may be referred by the Designer or the Client to the Director of the Chartered

Institute of Designers for decision at any time, provided always that:

(a) such decision is sought on a statement of undisputed facts; and

(b) the application is submitted jointly by the Designer and the Client; and

(c) the Designer and the Client undertake to the Director of the Chartered Society of Designers that

they will accept his decision as final.

17.2 Where any dispute arising out of this Agreement cannot be determined in accordance with Condition 17.1 above,

either Party may refer the matter to the arbitration of a person appointed by agreement between the Parties or, failing

agreement within fifteen days after either Party has given to the other a written request to agree to the appointment of

an arbitrator, a person nominated at the request of either Party by the President or a Vice-President for the time being of the

Chartered Institute of Arbitrators.

18.0 Definitions

For the purposes of these conditions

“Intellectual Property Rights” means any rights in the Commissioned Works, inventions, technical information, patents, knowhow,

registered and unregistered trademarks and service marks (including any trade, brand or

business names and any distinctive smells or sounds), domain names, registered designs, design rights,

utility models, copyright (including all such rights in computer software and any databases), moral rights and topography rights (in

each case for the full period thereof and all extensions and renewals thereof), applications for any of the foregoing and the right to apply

for or claim priority in respect of any of the foregoing

in any part of the world and any similar rights situated in any country and the benefit (subject to the burden) of any and

all agreements, arrangements and licences in connection with any of the foregoing;

“Commissioned Work” means all physical material produced by the Designer in relation to the Project including, but without

limitation relation to the Project including, but without limitation, all sketches, drawings, models or prototypes.

19.0 Refund Policy

19.1 Refunds will be not be offered for any goods that have been delivered and assembled, whether by our operations team or otherwise (eg frame beds and flat-packed wardrobes), or for any bespoke goods, or other non-standard goods that were ordered specially for you.

This does not apply where the goods are found to have a manufacturing fault within the warranty period.

19.2 The value of the refund will be the price paid for any returned goods less any charges for damage to the Goods while in your possession. Any collection charge or other such fees as specified in these Terms and Conditions will be deducted from the refund.

20.0 Access

20.1 If we are doing work for you or just delivering you have to ensure that we have full access so that we can do so; or

20.2 If there is a weight/size limit for goods to be delivered by lift you must inform us of that in writing at least 7 days

before the delivery is agreed between us because we do not undertake to carry goods up or down more than one-two floor levels (and only then this is subject to the goods being of a size that allows them to be carried up one-two floor levels).

20.3 If there are time/day/sound restrictions on deliveries and/or work you must tell us what they are before in writing at least 7 days before the delivery date because they may have implications for deliveries and the time taken to do work.

20.4 If you are aware that access will not be possible on the day and time agreed you must inform us of this immediately. This may be for reasons entirely outside your control such as an emergency or traffic accident or flooding etc. You will not be in breach of your obligations because of an event outside your control unless you knew of or suspected this event and failed to inform us in good time.

21.0 Deliveries

21.1 If you change delivery within 2 working days of the scheduled delivery date you will be liable to pay for each

booking made. Costs are to be agreed with third party warehouse and installation team.

21.2 If delivery cannot be made for any reason you must agree with us an alternative suitable date and time also convenient to us when we can deliver and install.

21.3 By instructing us to proceed with a design, of whichever plan, you understand that installation of mirrors, artwork, wall hangings and other furnishings may require hooks and/or nails to be drilled into the walls of the property. If we have for any reason to remove such items, you understand that holes will be left in the walls which you undertake to fill and make good at your own expense.

You accept that on removing any such we are not liable for making good, including filling of holes or touch up work (which will be your responsibility alone).

21.4 Delivery and Installation
The Designer will ensure that the delivery and installation of the goods are executed with the utmost professionalism and care. Any damage incurred during the delivery and installation process will be the responsibility of the Designer and or any appointed parties. We commit to repairing, replacing, or exchanging any goods damaged during this process.