TERMS AND CONDITIONS (“CONDITIONS”)
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12 (LIMITATION OF LIABILITY)
We enjoy a reputation of working closely with our clients to ensure a successful outcome to a project. In order to ensure this we will provide the goods and services in accordance with the legal obligations placed on us by the law which include providing services with a reasonable level of skill and care and the goods we provide will be fit for any purpose expressly or implicitly made known to us, the goods are of a satisfactory quality, and they conform to their description.
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
Associated Works: any installation and building (including decoration) to be carried out on Site but not the responsibility of the Designers.
Brief: the statements and materials assembled by the Client to summarise the Client’s express requirements and to address the Client’s preferences, priorities, budget and schedule for the project.
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 payable by the Client for the supply of the Goods and/or Services in accordance with Clause 6 (Charges and Payment).
Client: the person or entity who purchases the Goods and/or Services from the Designers, as named in the Contract.
Client Default: has the meaning set out in Clause 5.8.
Commencement Date: the date the Contract is signed by both parties.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 15.4.
Cost of Order: means the fee for installation of the Design Proposal as set out in the Contract.
Data Protection Legislation: means the Data Protection Act 1998 and any subsequent legislation which supplements or replaces this Act.
Deposit: means the non-refundable deposit as specified in the Contract.
Design Cost: means the fee for the Design Proposal as set out in the Contract.
Design Installation: the delivery and fitting of the agreed Design Proposal.
Design Proposal: the document agreed with the Client detailing the specifications of the Goods and/or Services to be supplied to the Client to include the materials, goods, services, costings and specific instructions.
Designers: LFF Studio : Director Lu Fitoussi-Findlay
Final Presentation: the point at which the Designers present the Design Proposal to the Client.
Final Site Survey: the necessary final checks that the Designers will carry out on Site before progressing the Design Installation.
Force Majeure: circumstance beyond a party’s reasonable control including, but not limited to, actions of subcontractors and suppliers.
Goods: the goods (or part of them) as set out in the Contract/ provided purchase list.
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.
Contract: The contract and any document references included within including but not limited to Design Proposals, estimates and purchase lists for the order of Goods and/or Services for the Design Installation.
Services: the Services supplied by the Designers to the Client as set out in the Contract.
Site: the location as specified in the Contract as the designated delivery and installation address.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) 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.
(c) A reference to writing or written includes fax and email.
2. BASIS OF CONTRACT
2.1 The Contract constitutes an offer by the Client to purchase Goods and/or Services in accordance with the Scope of work docs (if present) and these Conditions. These Conditions are expressly incorporated into the Contract.
2.2 The Contract shall only be deemed to be accepted when the Designers and the Client have both signed. (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Designers, and any descriptions or illustrations contained in the Designers’ (or other third party) catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and/or 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 trade, custom, practice or course of dealing.
2.5 Any quotation given by the Designers shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3. SUPPLY OF GOODS AND/OR SERVICES
3.1 The Designers shall supply the Goods and/or Services to the Client in accordance with the terms of the Contract.
3.2 The Designers warrant to the Client that the Goods and/or Services will be provided using reasonable care and skill.
3.3 The Designers shall deliver the Goods and/or Services to the Site set out in the Contract or such location as the parties may agree at a time and date to be mutually agreed.
3.4 Time for delivery of the Goods and/or Services is not of the essence. The Designers shall not be liable for, including but not limited to, any delay or failure caused by any third party, or any delay or failure in delivery of the Goods and/or Services that is caused by Force Majeure, or the unavailability of the Client, or the failure of the Client to provide the Designers with adequate delivery instructions, or any other instructions that are relevant, or any delay in the Associated Works, or the unavailability of Goods. In the event of any circumstances arising which result in any potential delay to delivery and/or installation, the Designers shall use reasonable endeavours, where feasible, to suggest ways in which the delay could be reduced or averted, to include, but not limited to, proposing viable substitutions for any Goods to be supplied for the Client’s consideration.
3.5 The Client accepts that the Designers reserve the right to complete the Design Proposal in accordance with a flexible schedule, which shall be subject to circumstances arising which may delay installation for reasons outside of the Designers control, to include, but not limited to;
(a) receipt of faulty and/or defective materials and/or products at any stage; and/or
(b) cancellation and/or postponement by any associated designers, manufacturer and/or sub-contractor; and/or
(c) stock availability of any associated materials and/or products at point of progressing the Design Proposal following Final Site Survey, including any unforeseen discontinuations.
3.6 If the Client fails to take delivery of the Goods within 3 Business Days of the Designers notifying the Client of the date on which they will be delivered, then:
(a) delivery of the Goods shall be deemed to have completed at 9.00am on the third Business Day after the day on which the Designers notified the Client that the Goods were ready; and
(b) the Designers shall store the Goods until delivery takes place, and charge the Client for all related costs and expenses (including insurance).
3.7 If 20 Business Days after the day on which the Designers notified the Client that the Goods and/or Services were ready for delivery the Client has not take delivery of them, the Designers may resell or otherwise dispose of part or all of the Goods.
4. DESIGNERS RIGHTS AND OBLIGATIONS
4.1 The Designers shall prepare a design based on the Brief and include any necessary specifications. The Designers shall create a Design Proposal and make a Final Presentation. If the Design Proposal is provisionally agreed then the Designers shall then make a Final Site Survey and agree all specifications with the Client. Once the Design Proposal is agreed the Designers and the Client shall sign the agreed Contract.
4.2 The Designers will provide a Design Proposal which shall include one design scheme per room or area, additional design scheme options requested would be subject to further charge by quotation.
4.3 The Designers reserve the right to amend the Design Proposal 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 Goods and/or Services, and the Designers shall notify the Client in any such event.
4.4 The Final Presentation is considered a break-point and any additional Goods and/or Services required and/or requested would be subject to additional fees to be submitted by way of quotation for the Client’s consideration and approval to include, but not limited to; further design development and/or revisions of the Designers Proposal and any supply and delivery/installation of any associated goods and materials.
4.5 Any costs incurred in addition to those set out in the Contract, shall, wherever possible, be quoted by the Designers for the Client’s approval prior to any such chargeable work commencing, to include any work and/or orders requested by the Client in addition to that which has already been agreed and the Contract shall be amended accordingly and such amendments signed by both parties.
4.6 The Designers shall not be responsible for any Associated Works. In the event that any Associated Works on the Site affects the Design Installation or the Design Proposal the Designers shall:
(a) be entitled to a reasonable extension of time and, where applicable, to additional payment for any increased costs incurred;
(b) not be responsible in respect of any defects in, or delays to, the completion of the Design Proposal or Design Installation.
4.7 The Designers shall not make any material alterations to the agreed Design Proposal without the Client’s prior consent.
4.8 The Designers reserve the right to not disclose any information on manufacturers, decorators, other service providers, or any information relating to the source of any materials, goods or products to be purchased, to include, but not limited to, any product brand or manufacturers codes.
4.9 The Designers cannot advise on any structural elements for the Project and, it is therefore the Client’s responsibility to appoint relevant third-party consultants in this respect.
4.10 The Designers shall instruct only their preferred and chosen manufacturers and/or sub-contactors and shall not engage with, nor instruct any other parties, whether recommended and/or proposed by the Client or otherwise unless expressly agreed to in writing.
4.11 Any Final Site Survey, either carried out, or attempted to be carried out by the Designers at the Client’s prior instruction which is later found to be non-effective for obtaining all the necessary information required for reasons outside the Designers control, shall be re-scheduled for a later mutually agreed date and progress shall be postponed as a result.
4.12 The Designers reserve the right to co-ordinate and integrate any designs provided by others within their Design Proposals or to decline such.
4.13 Designers cannot provide any quantity estimation or custom measurements for third-party use.
4.14 Any drawings and plans supplied by the Designers shall be non-technical and should not be scaled from or used as working drawings in any instance. Any CAD Visuals (i.e. room perspectives) supplied are intended to provide an impression of the finished room/s only and may not be fully representative by depicting similar and not exact items to those actually specified. Any furniture drawings and/or bespoke interior feature design drawings shall be conceptual only and subject to counter working drawings to be provided by the associated manufacturer and/or contractor upon commission.
4.15 Where the Client provides specifications (such as measurements, fabric types, colour etc.) in writing the Designers shall have no liability in relation these specifications and shall rely upon the Client’s specifications.
4.16 The Designers will not be obligated to accept the return of any Goods supplied, unless required to do so under their statutory obligations or unless previously agreed in writing.
4.17 The Designers shall not be responsible for variations in Goods supplied which occur due to intrinsic properties, nature and working methods applicable to natural products.
5 CLIENTS RIGHTS AND OBLIGATIONS
5.1 Where requested by the Designers, the Client shall promptly make decisions, and be available for meetings as necessary for the proper and timely performance of the Design Proposal.
5.2 The Client shall be responsible for all aspects of the Associated Works including the competence and performance of the work, the management and operational methods used in connection with carrying out and completion of work undertaken by any such persons and for compliance with health and safety requirements.
5.3 The Client assumes full responsibility for their complete understanding of the Design Proposal on the understanding that they may raise any query regarding the Design Proposal with the Designers before the Design Proposal is agreed and signed by both parties.
5.4 The Client shall notify the Designers of any requested changes to any Design Proposal and/or any specific instructions regarding the specifications in writing.
5.5 The Client accepts full responsibility for the implementation of the Design Proposals if they opt to do so without the Designers involvement, to include, but not limited to, the checking of any dimensions provided by the Designers and sourcing their own manufacturers for any bespoke and/or custom made goods.
5.6 The Client shall:
(a) ensure that any information provided in the Brief or directly to the Designers is/are comprehensive, complete and accurate in all respects, and immediately update such information whenever necessary;
(b) fully co-operate with the Designers in all matters relating to the Goods and/or Services;
(c) provide the Designers, its employees, agents, consultants and subcontractors, with access to the Site as reasonably required by the Designers;
(d) provide the Designers with such information and materials as the Designers may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Site for the supply of the Goods and/or Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Designers at the Client’s premises in safe custody at its own risk, maintain such in good condition until returned to the Designers, and not dispose of or use it other than in accordance with the Designers written instructions or authorisation.
5.8 If the Designers performance of any of their 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):
(a) without limiting or affecting any other right or remedy available to it, the Designers shall have the right to suspend performance until the Client remedies the Client Default, and to rely on the Client Default to relieve them from the performance of any of their obligations in each case to the extent the Client Default prevents or delays the Designers performance of any of its obligations;
(b) the Designers shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Designers failure or delay to perform any of their obligations as set out in this Clause 5.8; and
(c) the Client shall reimburse the Designers on written demand for any costs or losses sustained or incurred by the Designers arising directly or indirectly from the Client Default.
5.9 The Client shall provide access for the Final Site Survey, any other necessary Site visits, and delivery of the Goods and/or Services at all reasonable times. If the Designers are unable to deliver the Goods and/or Services, the Designers shall be entitled to suspend or cancel the Contract.
5.10 The Client agrees that the Designers shall have the right to take and publish photographs at any stage (including after completion) and the Client shall give reasonable access to the Site for this purpose.
6. CHARGES AND PAYMENT
6.1 The Charges for the Goods and Services shall be calculated on a time and materials basis and set out in the Contract and may include:
(a) the Design Cost;
(b) the Cost of Order ;
(c) a Deposit.
In addition to the above, the Designers shall be entitled to charge the Client for any expenses reasonably incurred by the Designers or their subcontractors engages in connection with the Contract including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Designers for the performance of the Contract, and for the cost of any materials in addition to any Charges specified in the Contract.
6.2 The Designers reserve the right to increase the Charges to reflect any additional costs or expenses from a Supplier, as well as to reflect any reasonable increases in costs incurred by the Designers.
6.3 The Client shall pay the Designers a non-refundable Deposit as set out in the Contract on signing the Contract.
6.4 The Client shall pay each invoice submitted by the Designers:
(a) within 7 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Designers, and time for payment shall be of the essence in this Contract.
6.5 All amounts payable by the Client under this Contract are exclusive of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Designers to the Client, the Client shall, on receipt of a valid VAT invoice from the Designers, pay to the Designers such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services.
6.6 If the Client fails to make a payment due to the Designers under this Contract by the due date, then, without limiting the Designers remedies, 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 6.6 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
6.7 All amounts due under this 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).
6.8 All Charges must be paid directly to the Designers account, and the Client should not, under any circumstances, make any direct payments to any associated designers, manufacturers and/or sub-contractors.
6.9 Where without adequate notice, the Designers are prevented for any reason from delivering and/or installing the Design Proposal when arranged, scheduled and/or planned to do so, the Designers shall reserve the right to levy an additional administration charge at a rate of £125.00, per week for each week that the Designers are delayed, disrupted or prolonged, together with reimbursement for any associated additional charges and/or costs incurred by the Designers as a result.
6.10 In the event that the performance of the Design Proposal is delayed, disrupted or prolonged for reasons of Force Majeure, the Designers reserve the right to request payment, where due, of the total outstanding Charges due and no party shall be held liable or responsible in the event of Force Majeure.
6.11 The Client must promptly notify the Designers in writing of any dispute regarding payments, and give the Designers sufficient details to be able to respond.
7. RIGHT TO CANCELLATION
7.1 The Client has the right to cancel this Contract for any reason by delivering or sending (including by email) a cancellation notice to the Designers at any time within the period of 7 days starting from the date when this Contract was signed by the Client.
7.2 The notice of cancellation is deemed to be served as soon as it is posted or sent to the Designer or in the case of an electronic communication on the day it is sent to the Designers.
7.3 If the Designers were instructed to provide any Goods and/or Services before the end of the 7-day period and the instruction or instructions were confirmed in writing, the Designers shall be entitled to any fees, expenses and costs properly due before the Designers receive the notice of cancellation.
7.4 The notice of cancellation is to be addressed to the Designers and shall state:-
The Client (name) hereby gives notice that the Contract with the Designers (name) dated XX XX XX is cancelled.
8. WARRANTY AND LIABILITY
8.1 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. All other implied terms are expressly excluded including those by custom or usage, a case of dealing, common law or fact.
8.2 The Designers shall not be liable for and do not warrant:
(a) that the Contract and the Goods and/or Services will be completed in accordance with any schedule;
(b) the performance, work or products of other persons;
(c) the solvency or competence of any other person engaged;
(d) the accuracy of any survey made by the Designers;
(e) any misunderstanding and/or misinterpretation of the Design Proposal by the Client or any other person;
(f) the implementation of the Design Proposal by anyone other than the Designers.
8.3 The Designers shall not be liable for and do not warrant any direct instructions for any of the Designers associated trades people and/or delivery teams that are not direct instructions from the Designers.
8.4 The Client has 14 days to raise any issues regarding the Goods or Services once they have been supplied. If you reject any of the Goods then the designers must be notified along with a full reason for rejection and where possible a return pick up will be arranged.
8.5 No action or proceedings arising out of, or in connection with the Contract, whether in contract, tort, statutory duty or otherwise, shall be commenced after one year from completion and signing of the Contract.
8.6 The Designers shall not be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Goods and/or Services or the Design Proposal.
8.7 Any disputes between the Client and the Designers in relation to this Contract must first be attempted to be settled in good faith. Failing resolution the Client or the Designers may by notice require that the matter in dispute be referred to mediation. If mediation has not occurred or settlement is not achieved within 30 working days of the written notice requiring mediation the Client and the Designers may agree to refer the dispute to arbitration or failing agreement, either party may refer matters to the courts for resolution. In the event of a dispute the Designers may by notice in writing to the Client suspend their obligations under this Contract. In that event the Designers will not be liable to the Client or any other person for losses arising from such suspension of work.
9. TITLE AND RISK
9.1 The risk in the Goods shall pass to the Client on delivery.
9.2 Title to the Goods shall not pass to the Client until the earlier of:
(a) the Designers receive payment in full (in cash or cleared funds) for the Goods and/or Services in respect of which payment has become due, in which case title shall pass at the time of payment;
(b) the Client resells the Goods, in which case title to the Goods shall pass to the Client at the time specified in Clause 9.4.
9.3 Until title to the Goods has passed to the Client, the Client shall:
(a) store the Goods separately from all other goods held by the Client so that they remain readily identifiable as the Designers property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
(d) give the Designers such information relating to the Goods as the Designers may require from time to time.
9.4 If before title to the Goods passes to the Client the Client becomes subject to any of the events listed in Clause 13, then, without limiting any other right or remedy the Designers may have:
(a) the Client’s right to resell the Goods or use them in the ordinary course of their business ceases immediately; and
(b) the Designers may at any time:
(i) require the Client to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Client fails to do so promptly, enter any premises.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with this Contract and the Design Proposal (other than Intellectual Property Rights in the Brief or any materials provided by the Client) shall be owned by the Designers.
10.2 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 10.2.
10.3 The Client grants the Designers a fully paid-up, indefinite, non-exclusive, royalty-free, non-transferable licence to copy and modify the Brief and any materials provided by the Client to the Designers for the term of the Contract. This clause shall survive termination of the Contract.
11. DATA PROTECTION AND DATA PROCESSING
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
12. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 The Designers have obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Designers has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Goods and Services Act 1982 (title and quiet possession).
12.3 Subject to Clause 12.2, the Designers total liability to the Client shall not exceed the total Charges paid and received by the Designers. The Designers total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. If the Designers are liable to the Client (whether in contract, tort, statutory duty or otherwise), the Designers will only be liable for any reasonable and foreseeable and fully mitigated damage, loss or expense incurred by the Client, caused directly by a breach of the Designers legal obligations. The Designers shall not be liable to the Client under this Contract except as set out herein, howsoever arising, and whether in contract, tort, statutory duty or otherwise and all consequential loss is excluded including but not limited to (i) loss of profits (ii) loss of sales or business (iii) loss of agreements or contracts (iv) loss of anticipated savings (v) loss of use or corruption of software, data or information (vi) loss of or damage to goodwill (vii) indirect or consequential loss.
12.4 Unless the Client notifies the Designers that it intends to make a claim in respect of an event within the notice period, the Designers 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 two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.5 This Clause 12 shall survive termination of the Contract.
13.1 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:
(a) 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 10 days of that party being notified in writing to do so;
(b) 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), 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;
(c) 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
(d) 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.
13.2 Without affecting any other right or remedy available to it, the Designers may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
14. CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract:
(a) the Client shall immediately pay to the Designers for all Goods that have been ordered and all Services that have been provided and all outstanding unpaid invoices and interest;
(b) the Client shall return all of the Designers materials and Goods which have not been fully paid for. If the Client fails to do so, then the Designers 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.
14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
15.1 Assignment and other dealings.
(a) The Designers may at any time, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of their rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of their rights and obligations under the Contract without the prior written consent of the Designers.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, or clients of the other party, except as permitted by Clause 15.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
15.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, implied terms, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
15.4 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.5 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.
15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) 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); or sent by email to the normal email address.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) 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 or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 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.
15.8 Third party rights: 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.
15.9 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.
15.10 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.