Esther Taylor Design Ltd – Terms and Conditions

 

These terms shall apply to the contract (“the Contract”) for services and supply of goods by “Esther Taylor Design Ltd” Company Number 11165199 whos registered address is 727-729 High Road, London, United Kingdom, N12 0BP (“the Interior Designer”) to the person to whom they are supplied (“the Client”) in pursuance of any works agreed prior to the work commencing under separate correspondence (“the Project”).
 

  1. GENERAL INTERPRETATION

 

  • Where, under the Contract, an action is required to be taken within a specific period, in calculating a period, a day shall be a calendar day and a date shall be a calendar date.

 

  • The provisions of the Contract continue to bind the Client and the Interior Designer as long as is necessary to give effect to their respective rights and obligations.

 

  • The Contract is subject to the law of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales.

 

  1. CLIENT’S RESPONSIBILITIES

 

  • The Client shall:

 

  • inform the Interior Designer of all necessary information required for the proper and timely execution of the Project and, as soon as reasonably practicable, of any subsequent changes required and agree steps to mitigate the consequences of such changes. The Interior Designer cannot be held responsible for any failure to so inform it;

 

  • provide, free of charge, information in the Client’s possession or which is easily obtainable, and which the Interior Designer reasonably advises is necessary for the proper and timely performance of its services, and the Interior Designer shall be entitled to rely on such information.  The Interior Designer cannot be held responsible for any failure to provide such information;

 

  • make decisions and give approvals as necessary for the proper and timely performance of the Interior Designer’s services;

 

  • hold any other design or architectural consultant required to perform services under separate agreements, and not the Interior Designer, responsible for the proper carrying out and completion of the services entrusted to that other design or architectural consultant;

 

  • hold any contractor appointed to undertake works, and not the Interior Designer, responsible for the proper carrying out and completion of those works in compliance with the Contract; and

 

  • instruct the making of any necessary applications for planning permission, building control, and other statutory requirements, and pay any statutory charge, fees, expenses and disbursements in respect of any obligations for planning, building control, and other consents.

 

  1. INTERIOR DESIGNER’S RESPONSIBILITIES

 

  • In the performance of its services, and discharging of all obligations under the Contract, the Interior Designer will exercise the reasonable skill, care and diligence to be expected of an interior designer experienced in the provision of such services for projects of a similar size, nature and complexity to the Project.

 

  • The Interior Designer shall:

 

  • perform its services with due regard to the Project brief;

 

  • inform the client of progress in the performance of its services and, upon becoming aware of any issue that may materially affect the Project brief, programme, cost or quality, and any information, decision or action required in mitigation;

 

  • inform the Client of a need to appoint any other architectural or engineering consultants to perform work in connection with the Project and/or any information, decision or action required from the client or other architectural/engineering consultant in connection with the performance of the Interior Designer’s services. The Interior Designer shall not be held responsible for the proper performance of the Contract by those consultants and contractors;

 

  • act on behalf of the Client in the matters set out in the contract or in relation to any Project procedures agreed with the Client from time to time, subject to the Client’s prior approval; and

 

  • collaborate with any other consultants appointed or any other parties who might reasonably be expected to perform work or services in relation to the Project and co-ordinate relevant information received from such persons with the Interior Designer’s design, but the Interior Designer shall not be responsible for the content of the information received.

 

  • The Interior Designer shall have the right to publish photographs and other information relating to the Project and the Client shall give reasonable access to the project for this purpose.

 

  • The Interior Designer shall not disclose any information relating to the Project and the Client’s and Interior Designer’s business which either party directly or indirectly receives or requires from the other party and which is not otherwise already in the public domain, unless such disclosure is necessary for the proper performance of the Interior Designer’s services.

 

  1. THIRD PARTY RIGHTS

 

  • There is no intention to grant rights to third parties pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

  1. FEES AND EXPENSES

 

  • The fees for performance of the Interior Designer’s services shall be calculated in accordance with this clause and as specified within separate written correspondence and oral discussions between the Interior Designer and the Client.

 

  • The fee for performance of the Interior Designer’s services shall be a combination of:

 

  • a specified lump sum in respect of the design plans only, such sum agreed in prior written correspondence or oral discussions between the Interior Designer and the Client. A 50% deposit will be paid by the Client to the Interior Designer prior to commencing the design plans, the remaining 50% to be paid to the Interior Designer on completion of the plans immediately prior to delivery;

 

  • time charges ascertained by multiplying the time reasonably spent in the performance of the Interior Designer’s services by the hourly rate as specified in prior written correspondence or oral discussions with the Client;

 

  • the cost price plus 10% of all goods supplied by the Interior Designer in the performance of its services. Only on receipt of such fees shall the Interior Designer order such goods;

 

  • the cost price plus 10% of certain services supplied by contractors introduced by the Interior Designer for the execution of the Project, such “certain” services to be determined by the Interior Designer. Only on receipt of such fee shall the Interior Designer introduce such contractors;

 

  • delivery charges associated with the Project;

 

  • import fees and duties on goods originating from the EU; and

 

  • import fees and duties on goods originative from outside the EU.

 

  • All fees stated in clause 5.2. shall be valid for the duration of 14 days from issue of the relevant invoice and the Client will be responsible for bringing to the attention of the Interior Designer any perceived errors that may appear on that invoice.

 

  • If the Interior Designer is involved in extra work or incurs extra expense for reasons beyond the Interior Designers reasonable control, additional fees shall be calculated on a revised basis as in clause 5.2. above.

 

  • Times and dates quoted on the invoices or via written correspondence or oral discussions for delivery of goods, services and materials or completion of any work are to be treated as approximate estimates based on current trading conditions and supply.  The Interior Designer shall not be held responsible for delays outside its control.

 

  1. COPYRIGHT AND LICENCE

 

  • Subject to clause 6.2, the Interior Designer shall own all intellectual property rights including the copyright of all drawings and documents produced in performing its services, and this clause generally asserts the Interior Designer’s moral right to be identified as the author of such work.

 

  • To the extent that fees and other amounts properly due are paid, the Client shall have a license to copy and use all drawings and documents provided by the Interior Designer only for purposes related to construction of the Project. They may not be used for reproduction of the design for any part of any extension of the Project or any other Project.

 

  1. INTERIOR DESIGNER’S LIABILITY

 

  • Actions or proceedings arising out of or in connection with the Contract, whether in contract, in tort, for negligence or breach of statutory duty or otherwise, shall not be commenced after the expiry of six years from the date of completion of the Project.

 

  • In such action or proceedings:

 

  • the Interior Designer’s liability for loss or damage shall not exceed the amount of the Interior Designer’s professional indemnity insurance;

 

  • no employee of the Interior Designer or any agent of the Interior Designer shall be personally liable to the client for any negligence, default or any other liability whatsoever arising from performance of its services; and

 

  • the Interior Designer will not be responsible for any goods paid for and delivered to the Client that are left at the premises of the Project, for whatever reason. It is the Client’s responsibility to insure their own goods.

 

  1. TERMINATION

 

  • The client may terminate performance of any or all of the services and other obligations under the Contract by giving the Interior Designer 7 days’ written notice and stating the reasons for doing so.

 

  • The Interior Designer may terminate performance of any or all of the services and other obligations under the Contract by giving the Client at least 7 days’ written notice and stating the grounds on which it intends to do so. Such grounds are limited to:

 

  • the Client’s failure to pay any fees or other amounts due by any date of payment;

 

  • the Client is in material or persistence breach of its obligations under the Contract;

 

  • the Interior Designer is prevented from or impeded in performing its services for reasons beyond the Interior Designer’s control;

 

  • force majeure; and

 

  • any other reasonable ground for termination of this contract.

 

  • In the event of termination, the Interior Designer shall cease performance of its services and/or other obligations under the Contract in an orderly manner on the expiry of the notice period after receipt or issue of a notice of termination.

 

  • The Interior Designer shall not be liable for any loss or damage whatsoever arising from termination of the Contract.

 

  • Should the client terminate any order for goods which is subsequently submitted to a manufacturer or supplier, a cancellation charge to be paid by the Client will be applicable.

 

  • Should the Client reject any goods supplied by the Interior Designer under the Contract for any reason other than defect, the Interior Designer will be entitled to levy a restocking fee.

 

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