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Terms and Conditions

These Terms and Conditions apply to all Services provided by us, iOTA Interiors Ltd, a company registered in England and Wales under number 12153386 and whose registered address is The Crabtree, Quinton Green Business Park, Quinton Green, Northamptonshire, United Kingdom, NN7 2EG (referred to as “we/us/our”).

 

  1. Definitions and Interpretation
    • In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:
      • “Contract” means the contract formed upon your acceptance of our Proposal, as detailed in clause 2;
      •  Client/You/Your” means you, the firm or corporate body purchasing the Services;
      •  "Goods” means the goods which are to be supplied by us to you as specified in your Proposal;
      •  "Proposal” means our estimate for providing the interior design Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works; and
      •  "Services” means the interior design and furniture installation services to be provided by us to you as detailed in our Proposal.
    • Each reference in these Terms and Conditions to:
      • “writing” and “written” includes emails;
      • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      • “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
      • a clause is a reference to a clause of these Terms and Conditions; and
      • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
    • The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
    • Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
  2. How the Contract is Formed
    • These Terms and Conditions govern the sale of all Goods and Services provided by us and will form the basis of the Contract between you and us.
    • Following our initial consultation, we will provide you with a Proposal for the Goods and/or Services you have requested. This will be based on the brief given by you in this initial consultation, should any changes be made we reserve the right to amend our Proposal.
    • A legally binding Contract between you and us will be created when you accept our Proposal. Before accepting our Proposal, please ensure that you have read these Terms and Conditions carefully.  If you are unsure about any part of these Terms and Conditions, please ask us for clarification.  No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
    • Our Proposal is based on the information provided us at the time we prepare it. If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.
  3. Design
    • We may choose to include the price of the space planning within the Proposal for the provision of the Goods, however this shall be at our discretion and the provisions of this clause 3 shall apply.
    • We will ensure that our Services are provided with reasonable care and skill and in accordance with best trade practice. Our Services, and any guidance we provide, will be from an interior design perspective only; you must gain specialist advice from architects, building control or other specialist contractors where applicable.
    • We may provide sketches or impressions before or during the provision of the Services. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the works to be provided, nor to guarantee specific results.
    • We will provide you with a number of CAD designs as agreed within our Proposal which will need to be approved by you in writing. We will accommodate a maximum of one minor revision to your chosen design, to be at our discretion.  Any further alterations, any changes to the original brief, additional detail or rendering, any changes required after you have approved the design, works required outside of our normal working hours or any additional visits required above the allowance included for in our Proposal may be chargeable at our hourly rate applicable at the time.
    • If you require any additional services after accepting our Proposal, we reserve the right to provide you with a further Proposal, which must be accepted by you in writing before we will proceed.
    • We can work from developers’ or architects’ plans at your request. These will be based on the relevant developer’s specification and measurements.  All decisions relating to the final design and build are your and the developer’s responsibility.  We will have no liability where we have relied on measurements provided to us where these are found to be incorrect.
    • Any plans we provide will be to-scale where possible however, it is your responsibility to check all dimensions and measurements set out in the plans.
    • If we are asked to provide specialist plans, including but not limited to lighting, heating, air conditioning, flooring or other plans, we will produce these as guidance only from a design point of view. It will be the relevant contractor’s responsibility to ensure the work from the plans we have created is safe and practical.
    • We will provide our designs and plans digitally and have included for this in our Proposal. If you require printed materials, or a different format to that in our Proposal, we will charge for our costs in providing these.
    • Due to the variety of materials and processes used, we cannot guarantee to exactly match pantone/colour references provided by you. Additionally, certain colours may look different to the actual colour of the Goods when viewed on an electronic device. Whilst every effort is made to match as closely as possible to these pantone/colour references, we cannot be held liable for inconsistencies or for any loss or costs that may arise as a result.
    • Any timescales we provide are for guidance only and are not of the essence of the Contract.
    • We may, upon request, provide samples of the Goods or materials to be provided under this contract for you to peruse and agree. These shall remain our property at all times and must be returned by the date we have stated. If this is not the case we reserve the right to charge for such samples.
  4. Delivery
    • We will provide an estimated delivery or collection date for the Goods. Please note that such estimated dates may vary according to their availability, your location and circumstances beyond our control and are an estimation only. We shall not guarantee that the Goods shall be delivered on the estimated date and shall not be responsible for any costs incurred by any delays. In any event, should your Goods not arrive by the delivery date, you should contact us in writing as soon as possible so we can investigate.
    • It is your responsibility to ensure we can gain access to the property on the agreed dates and at the agreed times. You must also provide us with suitable access to the relevant parts of the property. We require a minimum of 48 hours’ notice if the agreed day or time is to be changed.  If we receive less than 48 hours’ notice, we reserve the right to charge for any delays, any aborted visit and for any costs incurred by us.
    • Delivery will be deemed to have taken place when the Goods have been collected, or delivered to the delivery address indicated in your Proposal and you (or someone identified by you) have taken physical possession of the Goods.
    • We reserve the right to charge for storage if you fail to collect or take delivery of the Goods or any part of them on the agreed date, should we store your goods for a period of 6 months or more, we reserve the right to resell your Goods.
    • If the Goods are not in stock or are only partially in stock when you place your Order, we will contact you to advise of this and to ask if you would prefer us to deliver the Goods in instalments as they arrive in stock or if you would prefer to wait for the entire delivery when we have all the Goods in stock. Please note each part-delivery may incur separate delivery costs.
    • Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Terms and Conditions shall not entitle you to treat the Contract as a whole as repudiated.
  5. Risk and title
    • The responsibility (sometimes referred to as the “risk”) for the Goods remains with us until they have been delivered to you, at which point it will pass to you. You will be responsible for the protection and insurance of such Goods and shall be liable for any damage that may occur from that point.
    • Until full payment has been made in accordance with our Proposal we shall remain the legal and equitable owner of the Goods and may retake them at any time.
  6. Installation
    • Once you have accepted our Proposal for the Goods, we may arrange an appointment for visit to the property of the proposed Services so that we may satisfy ourselves of the technical viability of the Services.
    • We will require you to grant us unrestricted access to the property at all reasonable times for the purposes of taking measurements and of carrying out the Services the subject of this Agreement.
    • We will provide the Installation in accordance with the specification set out in the accepted Proposal (as may be amended by agreement between you and us from time to time).
    • We will properly dispose of all waste that results from our provision of the Services, however it is your responsibility to ensure removal of any old goods in advance, should this not be the case, we may rearrange installation which shall incur additional fees.
    • We will ensure that the Installations are performed with reasonable care and skill and to a reasonable standard which is consistent with best trade practice.
    • We are not liable to carry out any decorating work, but will ensure that no parts of the property suffer damage as a result of our provision of the Services. This does not apply to damage caused to any existing decorations which is reasonably commensurate with the carrying out of works in the usual way.  We will make good any other damage that occurs at no additional expense to you, as soon as is reasonably possible.
  7. Price and Payment
    • Our standard payment terms are as follows:
      • 50% of the quoted amount is payable as a deposit once our Proposal is accepted. We will be unable to commence the works until this deposit has been paid in full;
      • 50% of the quoted amount is due 14 days after delivery of the Goods, or 4 weeks after acceptance of our Proposal, whichever is the sooner.
    • We reserve the right to issue the final invoice at any time if the Services are delayed through no fault of our own. We also reserve the right charge part payments as the Services progress or to request 100% of the quoted fee up front at our sole discretion including but not limited to new accounts and will specify this in the Proposal.
    • We reserve the right to charge for expenses, mileage and travelling time to attend site visits at your request. Should we incur any additional costs due to material price increases or any other reasons outside of our control we reserve the right to pass these costs onto you.
    • Any Prices we provide are exclusive of VAT, delivery costs and any other taxes or levies which are imposed or charged by any competent authority these shall be payable as detailed in our Proposal.
    • If you do not make payment to us by the due date, we will stop providing our Services and will charge you interest on the overdue sum at the rate of 8% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, both before or after judgment.  Invoices shall still be payable and therefore interest on overdue accounts will apply if you have contacted us to dispute an invoice.
  8. Brexit
    • The contract includes for the cost of importing materials based upon the rates of exchange, taxes or duties and labour rates prevailing at the date of the Proposal being accepted. In the event of any increase in such rates, taxes or duties or should additional tariffs, taxes, or import duties be applicable on Goods following Brexit these are expressly excluded and will become due for payment.
    • We reserve the right to make an appropriate adjustment to our contract value and should any restrictions on importation of goods affect our lead times, we reserve the right to delay our estimated delivery times accordingly.
    • In the event that there is or is likely to be an adverse impact upon costs involved in discharging our obligations under this Agreement, we reserve the right to cancel the contract.
  9. Cancellation
    • The Goods and/or Services cannot be cancelled after the Contract is formed unless with our consent in writing. In the event of cancellation, you may be required to pay the full quoted amount, or cancellation costs as advised by us which will become immediately due and payable.
    • Either Party may cancel the Contract immediately if the other:
      • has committed a material breach of this Contract, unless such breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
      • goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
    • Cancellation of the Contract for any reason will not affect the rights and liabilities of the Parties already accrued at that time and any clauses that are stated to continue in force after termination will not be effected.
  10. Guarantee
    • Provided payment has been made in accordance with clause 7, and once the Goods have been delivered, all Goods shall be granted a guarantee in accordance with the manufacturers guarantee.
    • If any defects appear due to no fault of yours during this period, we will rectify any and all such defects at no cost to you. Any Materials or Goods supplied by us shall be subject to the extents and limits of the warranty provided to us by the manufacturer’s guarantee or warranty.
    • This warranty is subject to:
      • payment having been received by us in full in accordance with clause 7;
      • you providing written notice to us within 24 hours of becoming aware of any such defect; and
      • you following all instructions issued by us upon completion of the works, including cleaning instructions.
    • We accept no liability in respect of the following:
      • damage due to causes beyond our control including, but not limited to, accident, misuse, faults or premature deterioration which result from your failure to comply with our maintenance instructions; or
      • cosmetic damage or deterioration arising out of normal wear and tear - inclusive of sun damage.
  11. Our Liability
    • We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
    • We will not responsible to you for any indirect or consequential losses including, but not limited to, any loss of profit, loss of business, interruption to business or loss of any business opportunity. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you for the Goods and Services.
    • We will use our own exclusive judgement when deciding upon artistic factors required for the provision of the Services. To the extent permissible by law, we will not accept liability, and no refunds will be offered, in the unlikely event that you are dissatisfied due to a matter of personal taste.
    • Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
    • We include for Public and Products Liability and Professional Indemnity Insurance. Details are available on request.
  12. Intellectual Property Rights
    • We own (and retain) all intellectual property rights subsisting in any and all designs we create.
    • Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you.  The licence will become effective once the final design is provided.  You may not sub-licence these intellectual property rights without our prior written permission.
    • We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
    • Any licence granted shall be automatically revoked if you breach any of these terms and conditions or if the Contract is cancelled in accordance with clause 8.
    • The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.
    • You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.
    • We reserve the right to use any design created by us and take photographs of the property for our own promotional purposes. Please advise us when accepting our Proposal if you do not agree to this.
  13. Sub-Contracting and Assignment: We shall be free to sub-contract any of our obligations under these Terms and Conditions provided that any and all sub-contractors are reasonably skilled in the relevant practices and provided that no additional charges are passed on to you. You shall not be entitled to assign the benefits under this Contract without our prior written consent, which shall not be unreasonably withheld.
  14. Events Outside of Our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action, epidemic or other natural disaster, or any other event that is beyond our control.
  15. Complaints and Feedback
    • We always welcome feedback from our clients and, whilst we always use all reasonable endeavours to ensure that your experience as a client of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.
    • If you wish to complain about any aspect of your dealings with us, please contact us in writing in the first instance. We will respond to your complaint within 14 days.
  16. How We Use Your Personal Information: All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the General Data Protection Regulation 2016 (“GDPR”) and your rights under the GDPR.
  17. Other Important Terms
    • We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing.  Your rights under these Terms and Conditions will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
    • You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
    • The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
    • If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions and the remainder will be valid and enforceable.
    • No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
  18. Governing Law and Jurisdiction
    • These Terms and Conditions (and the Contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of England and Wales.