|“Agreement”||the agreement contained in the Proposal Letter, the Fee Schedule and the Rate Card and incorporating these terms and conditions and all additions and variations agreed from time-to-time.|
|“CDM Regulations”||the Construction (Design and Management) Regulations 2015.|
|“Client”||a person contracting for the supply of Services and/or goods and related items from the Company.|
|“Company”||Philippa Thorp Design Limited (“Thorp”).|
|“Fee Schedule”||the Schedule of fees attached to the Proposal Letter.|
|“Goods”||the goods, furniture and furnishings which the Company will supply or endeavour to procure in accordance with the Agreement.|
|“Intellectual Property Rights”||copyright, registered and unregistered designs and all other intellectual property protection wherever in the world enforceable.|
|“Project”||the design, building, decorating and other work and supply of furnishings and other items for the Property summarised in the Proposal Letter as added to or varied from time-to-time.|
|“Property”||the buildings and land at the address at which the Project is to be carried out.|
|“Proposal Letter”||the letter from the Company to the Client summarising the Services and categories of goods to be supplied by the Company or third parties to the Client.|
|“Rate Card”||the list of hourly rates and other payment terms attached to the Proposal Letter.|
|“Services”||the services to be supplied the Company as part of the Project.|
1.2 Use of impersonal pronouns or expressions includes references to the masculine and feminine genders and singular expressions include the plural.
1.3 Any reference to a statutory provision includes a reference to all subordinate legislation made under it and to that provision or subordinate legislation as replaced re-enacted or amended from time-to-time.
1.4 A reference to a paragraph is a reference to a paragraph in these terms and conditions.
1.5 The paragraph headings are inserted for ease of reference only and do not affect the construction of these terms and conditions.
1.6 Where the words “includes” or “including” are used the words “without limitation” shall be deemed to be inserted after them and use of the words “other” or “otherwise” shall not be construed as having their meaning limited by any preceding wording.
2 Obligations of the Company
Subject to the other provisions of the Agreement the Company will:
2.1 provide the Services with reasonable skill and care in accordance with the Agreement.
2.2 supply the Goods to be purchased from the Company as principal and use reasonable endeavours to procure the supply of Goods to be ordered by the Company as agent on behalf of the Client.
2.3 on request recommend third party independent contractors to carry out works and supply items as part of the Project who will enter into direct agreements with the Client.
2.4 on completion of the Project and provided all sums due to the Company in connection with the Project have been paid in full in accordance with the Agreement grant a licence to use the designs and other material provided by the Company in connection with the Project for the purpose of maintaining or altering the Property but not for any other purpose.
2.5 After prior discussion with the Client the Company will (if necessary) be entitled to appoint any consultants or independent contractors to perform any part of the Services. The Client will advise the Company of the relative priorities of the Client’s requirements, and will inform the Company of any changes or variations to the Company requirements, expenditure or timetable.
3 Obligations of the Customer
Subject to the other terms of the Agreement the Customer will:
3.1 promptly provide such information and instructions relating to the Project as the Company shall reasonably require from time-to-time.
3.2 co-operate with the Company and all relevant third parties in order to facilitate completion of the Project in accordance with any agreed timetable.
3.3 perform its obligations under all contracts and commitments relating to the Project which it enters into with third parties or which the Company enters into on its behalf and (where appropriate) in co-operation with the Company use all reasonable endeavours to procure that such third parties perform their obligations under such contracts or commitments.
3.4 promptly pay the fees and other sums due to the Company under the Agreement in accordance with the Fee Schedule, Rate Card and other terms of the Agreement.
4 Additions and Variations to the Project
4.1 Any additions or variations to the Project or the Agreement must be agreed in advance. Any work undertaken that is not covered in the Proposal Letter or the Fee Schedule will be charged at our daily rates in accordance with the Rate Card as in force from time-to-time
5 Supply of Goods
5.1 If the supplier or manufacturer is unable to supply specified Goods for reasons outside the Company’s control the Company is entitled to provide reasonably equivalent substitutes, in which case the Company may adjust the price quoted up or down as appropriate.
5.2 Orders for special custom-made items cannot be cancelled once manufacture has started. Payment for all such items has to be made in full in advance. If, in exceptional circumstances, it is possible to cancel Goods already ordered the Client will be responsible for any cancellation charge or other claim made by the manufacturer or supplier.
5.3 Where the Company supplies Goods to the Client as principal which have been sourced from a third party:
5.3.1 the Company will endeavour to transfer to the Client the benefit of any warranty or guarantee given by the supplier or manufacturer
5.3.2 subject to the other provisions of the Agreement, it warrants that on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for their purpose.
5.4 The Company will not be liable for a breach of any of the warranties in paragraph 5.3.1 if:
(a) the Client makes any further use of such Goods after discovery of any defect;
(b) the defect arises because the Client failed to follow oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
(c) the Client alters or repair such Goods without the written consent of the Company.
6 Use of Personal Information
6.1 The Company will treat all personal and business information provided by the Client as confidential. The Company will not disclose this information to any third party without the Client’s prior permission except where required by law or where action may be needed to protect the Client or another person.
6.2 The Company may use this personal information to:
provide the Services and/or Goods to the Client;
process the Client’s payment(s); and
give the Client information about other Services that the Company provides (but the Client may stop receiving this information at any time by contacting the Company)
7.1 The Client will permit the Company to photograph and/or video the Company’s work and finished Project on completion and to use those photographs and/or video for publicity purposes (including, but not limited to, the Company’s website and social media accounts), provided that the Company does not disclose details of the Client or the Client’s family or the Client’s location without prior written consent.
8 Intellectual Property Rights
8.1 All the Intellectual Property Rights in its designs and other material supplied by the Company belongs to it or its licensors. The Company will grant a licence to the Client to use the same in accordance with and subject to paragraph 2.4.
8.2 The Client shall ensure that the Company has permission to use materials provided by the Client to enable the Company to perform its Services and that use of these materials will not infringe any laws, regulations or third-party rights, such as the copyright of another person. The Client will be responsible for any losses, expenses, and other costs incurred by the Company for any failure by the Client to obtain permission.
9 Suspension and Termination
9.1 The Agreement may be terminated forthwith on service by either party of written notice on the other party if: –
the other party is in material breach of any obligation under this Agreement not capable of remedy;
the other party is in material breach of any obligation under this Agreement which is capable of remedy and which has not been remedied within 10 (ten) working days of written notice specifying the breach requiring its remedy and referring to this paragraph being served on the other party; or
the other party becomes bankrupt or insolvent, or has a receiver or liquidator appointed over the whole or any part of its assets, or enters into any composition or other arrangements with its creditors, or has an order made or resolution passed for it to be wound up or becomes subject to an administration order
without prejudice to antecedent rights and liabilities or claims arising out of the termination.
9.2 Where termination occurs before completion of the Project the Company will (but without prejudice to any other rights it may have) be entitled to be paid and retain all payments which have become due to it for all work done or goods ordered prior to the date of termination and to be paid for any work done for which payment has not become due at its normal hourly rates in accordance with the Rate Card and other provisions of the Agreement.
10.1 Risk of damage to or loss of Goods shall pass to the Client at the time of delivery to the Client or (if delivered to the Company) when the Client is notified delivery has taken place (as the case may be).
10.2 The Client is responsible for the insurance of the Property and all the moveable assets within the property and the Company will have no liability in respect of loss or damage covered by the Client’s policy or which is normally covered by a householders building and contents policy or a policy covering property, works and materials where works are in the course of being carried out disregarding any financial limits, excesses or deductibles limiting the liability of insurers.
11.1 The Client should inspect the [building works] immediately after [practical] completion and any Goods delivered which are not part of the [building works] immediately after delivery to the Property and inform the Company of any defects reasonably apparent on inspection within 30 days of such completion or delivery (as the case may be).
12 Limitations of Liability
12.1 This paragraph sets out entire financial liability (including any liability for the acts or omissions of employees, agents, consultants and subcontractors) of the Company to the Client in respect of:
any breach of the Agreement;
the provision of or use made of the Services or Goods; and
any representations, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement, the Services or the Goods.
12.2 Subject to paragraphs 2, 5 and 12.3 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the agreement.
12.3 Nothing in this Agreement limits or excludes the liability of the Company:
for death or personal injury resulting from negligence;
for fraud by the Company; or
for any breach of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982
under section 2(3) of the Consumers Protection Act 1987
to the extent any limitation or exclusion is illegal.
12.4 The total liability of the Company in contract, tort (including negligence) or breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement insofar as it relates to Services shall be limited to the price paid for the Services and insofar as it relates to Goods to the price payable for the relevant item in respect of which liability arises
12.5 While every effort is made to recommend the services of various independent contractors and these references are given in good faith, the Company is not responsible for the acts or omissions of such contractors.
12.6 No claim will be made against the Company for defective work or the provision of Services or Goods unless the Company has been given a reasonable opportunity to rectify any remediable defect for which it is responsible.
12.7 The Company will not be liable for any deviation in measurements or materials specified which are within standard or generally accepted industry tolerances.
12.8 Times and dates quoted for carrying out Services or delivery of Goods or materials are approximate only based on current trading conditions and time will not be of the essence of the Agreement.
13.1 Third Party Rights and Non Assignment
No third party shall have any rights under or in connection with the Agreement by virtue of the Contract (Rights of Third Parties) Act 1999.
The Agreement is personal to the parties, and neither the Company nor the Client may assign or dispose of any of its rights under it without the written consent of the other.
13.2 Force majeure
If the Company is prevented or delayed in the performance of any of its obligations under the Agreement by force majeure, i.e. any matters beyond its reasonable control then the Company will be excused from the performance for so long as the cause of prevention or delay shall continue to operate.
Any provision in the Agreement which is held by any competent court or tribunal to be illegal or unenforceable will to the extent necessary be regarded as omitted from the Agreement and the enforceability of the remainder will not be affected.
(a) Any notice required to be given will be in writing and will be delivered personally, or sent by pre-paid first-class post to the address of the party stated in the Proposal Letter or subsequently notified in accordance with this paragraph.
(b) Any notice will be deemed to have been received:
(i) if delivered personally when delivered;
(ii) if sent by pre-paid first-class post on the second business day after posting.
13.5 Entire Agreement
(a) The Agreement as at the date of the Proposal Letter contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties.
(b) Subject to paragraph 10 each party acknowledges that it has not entered into the Agreement in reliance on any representation, warranty or collateral contract except as may be expressly provided in the Agreement, and hereby waives any rights it might otherwise have in respect of such matters.
13.6 Joint and Several Liability
If more than one person is comprised in the definition of Client such persons shall be jointly and severally liable for the performance of all the Client’s obligations under the Agreement.
13.7 The Governing Law – Interpretation
The construction validity enforceability and performance of the Agreement and all disputes relating to it or its subject matter shall be governed by the law of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
T&Cs © 1985 – 2020