1. Interpretation

1.1 Definitions:

Additional Fee: the amount payable by You to Us for the Additional Services.

Additional Services: the additional services otherwise agreed in writing by You and Us.

Basic Fee: the amount payable by You to Us for the Basic Services.

Basic Services: the services as set out in the Order.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time.

Contract: the contract between Us and You for the supply of Services in accordance with these Conditions.

Client: See definition for You/Your/Client

Deliverables: the deliverables set out in the Order.

Fee: the charges payable by You for the supply of the Services in accordance with these Conditions.

Fee Proposal: a document containing the description or specification of the Services to be provided by Us to You and the anticipated cost of such Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.

Materials: all designs, drawings, models, tooling, moulds, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Services and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Services produced by Us.

Order: Your order for Services howsoever received including orally by telephone, in person or in writing including by email,

Required Standard: all the reasonable skill, care and diligence to be expected of a suitably qualified and experienced professional undertaking the Services on works similar in scope and character to the Deliverables.

Services: the Basic Services and the Additional Services, including the Deliverables, supplied by Us to You as set out in the Fee Proposal.

We/Us/Our/: Universal Creations Limited, 134 Chesterfield Road, Ashford, Middlesex TW15 2ND, Company Number: 08277295, a company incorporated in England.

You/Your/Client: the person, firm, company or organisation who purchases Services from Us.

Your Default : has the meaning set out in clause 5.2.

1.2 Interpretation:

(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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) A reference to writing or written includes email.

2. Basis of contract

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Conditions.

2.2 The Order will only be deemed to be accepted when We issue You with a Fee Proposal and such Fee Proposal is accepted by You on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by Us, and any descriptions or illustrations contained on Our website, are issued or published for the sole purpose of giving an approximate idea of the 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 You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given will not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Changes

3.1  If either of us wishes to change the scope of the Services, we agree to work together to identify and agree such changes and the impact which the proposed changes will have on:

(a) the Services;

(b) our existing charges;

(c) the timetable of the Services; and

(d) any of these terms.

3.2 Save as set out in clause 3.3 below, unless both of us agree, there shall be no change to the Services or the existing charges.

3.3 We may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

4. Our obligations

4.1 We warrant that We will:

(a) not, without Your written consent, make any material change to the designs or Specification for the Deliverables after they have been settled or approved;

(b) supply the Services to You in accordance with the Fee Proposal in all material respects.

(c) comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force.

(d) use all reasonable endeavours to meet any performance dates specified in the Fee Proposal, but any such dates will be estimates only and time will not be of the essence for performance of the Services.

4.2 We warrant that We will exercise the Required Standard when performing the Services.

5. Your obligations

5.1 You will:

(a) ensure that the terms of the Order and any information You provide in the Fee Proposal are complete and accurate;

(b) co-operate with Us in all matters relating to the Services;

(c) provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and

(e) comply with any additional obligations as set out in the Fee Proposal.

5.2 You will ensure that the Deliverables are used:

(a) in an appropriate manner;

(b) only for the purpose expressly or impliedly made known to Us;

(c) in accordance with Our oral or written instructions or (if there are none), good trade practice regarding the same;

(d) in accordance with any applicable laws and regulations; and

(e) by skilled and experienced users.

5.3 You will ensure that the Deliverables are stored, commissioned, installed and maintained in accordance with all applicable laws and regulations as well as Our oral or written instructions or (if there are none), good trade practice.

5.4 If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default):

(a) We will, without limiting Our other rights or remedies, have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve Us from the performance of any of Our obligations to the extent that Your Default prevents or delays Our performance of any of Our obligations;

(b) We will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 5.2; and

(c) You will reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from Your Default.

6. Quality

6.1 We warrant that on delivery, the Deliverables will conform with their description and the Fee Proposal and be fit for any purpose expressly or impliedly made known by You  or in lieu of the same, any purpose held out by Us.

6.2 Although we make every effort to ensure that our products are similar when required, appearances will vary because these products are handmade from natural  and/or non-standard material. Some materials i.e. wood will mellow with age and exposure to sunlight. When you are purchasing products from us, you are buying bespoke products made from raw materials where varying degrees of tooling, moulding and distressing is applied. Therefore, we cannot guarantee that the products will be of uniformed appearance or that they will be similar as other items you have ordered or other items on our website.

6.3 We can also not guarantee an exact colour match of painted product.  We recommend that you use a colour tester on the actual surface to be painted before deciding on your colour. This will give you a better indication of the appearance of the actual colour, which can be affected by the substrate and the texture of the surface, or by soft furnishings and the shape, size and lighting of the room. Please note that colour testers indicate the colour of the product only, and are not representative of the quality or sheen of the end product.

6.4 We will not be liable for the Deliverables’ failure to comply with the warranty set out in clause 6.1 if the defect arises as a result of Us following any drawing, design, instruction or specification supplied by You; or the Deliverables differ from the Fee Proposal as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.

7. Title and risk

7.1 Except as set out in clause 7.3 below, title to the Deliverables shall pass to You when We receive payment in full (in cash or cleared funds) for the Services and any other services supplied to You in respect of which payment has become due, in which case title to the Deliverables shall pass at the time of payment of all such sums.

7.2 Until title to the Deliverables has passed to You, You will store the Deliverables separately from all other materials held by You so that they remain readily identifiable as Our property and will maintain the Deliverables in satisfactory condition.

7.3 The title and risk in any tooling, mouldings or casting used to produce the Deliverables will remain with Us at all times.

8. Copyright and intellectual property

8.1 We own all intellectual property rights (including copyright) relating to the Deliverables We produce.

8.2 Subject to clause 8.1, We grant to You, an irrevocable, non-exclusive, non-terminable, royalty-free licence to full use of any Deliverables prepared by Us for You.

8.3 The licence in clause 8.2 allows You to use the Deliverables but not to reproduce the designs contained in the Deliverables in any form.

8.4 We will not be liable for use of the Deliverables for any purpose other than that for which it was prepared and/or provided.

8.5 You grant to Us, an irrevocable, non-exclusive, non-terminable, royalty-free licence to use any details of the Deliverables for the purposes of Our own self-promotion and marketing including but not limited to including details of the Deliverables on Our website.

9. Remuneration

9.1 You shall pay:

(a) the Basic Fee as full remuneration for the Basic Services; and

(b) the Additional Fee as full remuneration for any Additional Services.

9.2 The Fee together with any expenses and disbursements incurred or to be incurred by Us in connection with the Services will be Our entire remuneration under the Contract.

9.3 The Fee excludes the cost of any materials or services reasonably and properly provided by third parties required by Us for the supply of the Services.  Such expenses, materials and third party services shall be invoiced by Us at cost.

9.4 You will pay Us any VAT properly chargeable on the Services. Any amount expressed as payable to Us under the Contract is exclusive of VAT unless stated otherwise.

10. Payment

10.1 The Fee shall be calculated and paid in instalments in accordance with the Fee Proposal. If not set out in the Fee Proposal, the Fee shall be paid at intervals of not less than one month, beginning one month after We begin performing the Services.

10.2 We will submit to You an invoice for each instalment of the Fee, together with any supporting documents that are reasonably necessary to check the invoice. The invoice and supporting documents (if any) will specify the sum that We consider will become due on the payment due date in respect of the instalment of the Fee, and the basis on which that sum is calculated.

10.3 You will pay each invoice submitted to You in full, and in cleared funds, within 14 days of receipt.

10.4 If You fail to pay an amount due to Us by the final date for payment then You will pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest will accrue on a daily basis from the final date for payment until actual payment of the overdue amount, whether before or after judgment. You will pay interest together with the overdue amount.

11. Adjusting the Fee

11.1 The Fee shall be adjusted if the performance of the Services is materially delayed or disrupted due to a change in the scope, size, complexity or duration of the Services, provided that We will not be entitled to any adjustment of the Fee where delay or disruption arises from Our default or negligence.

11.2 We will notify You of Our intention to claim an adjustment to the Fee as soon as reasonably practicable after We become aware of any material delay or disruption to the Services. Our notice shall include a written estimate of the proposed adjustment to the Fee.

12. Additional Services

12.1 We will notify You as soon as reasonably practicable if it becomes apparent that Additional Services are likely to be required, identifying the required services.

12.2 We will perform any Additional Service on receipt of a written instruction to do so by You.

12.3 As soon as reasonably practicable after receiving an instruction to perform an Additional Service, We will provide You with a written estimate of cost of the Additional Service and its effect on the completion of the Deliverables.

12.4 Unless the parties agree otherwise, the Additional Fee shall be a reasonable amount calculated by reference to Our time charges (as amended from time to time), provided that no Additional Fee shall be payable if the requirement for an Additional Service arises from Our default or negligence.

12.5 Any Additional Fee payable by You will be included in the next invoice following performance of the Additional Service to which it relates.

12.6 Time for payment shall be of the essence of the Contract.

12.7 We may, without prejudice to any other rights We may have, set off any liability You have to Us against any liability of We have to You.

13. Sub-contracting

We may sub-contract the performance of any of the Services without Your prior written consent. We will be responsible for any services We sub-contract to a third party as if We had performed those services Ourselves.

14. Limitation of liability

14.1 Without affecting any other limitation in this agreement, Our liability under or in connection with the Contract will be limited to the sum paid by You to Us under the Contract for each and every claim arising out of the same originating cause or source. This limit will apply however that liability arises including a liability arising by breach of contract, arising by tort (including the tort of negligence) or arising by breach of statutory duty. Provided that this clause 14 shall not exclude or limit Our liability for:

(a) death or personal injury caused by Our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

14.2 Subject to clause 14.1, We will under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

14.3 This clause 14 shall survive termination of the Contract.

15. Termination

15.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months’ written notice.

15.2 Without limiting our other rights or remedies, 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 14 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 bankruptcy, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(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.

15.3 Without limiting Our other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 14 days after being notified to make such payment.

16. Consequences of termination

On termination of the Contract for any reason:

16.1 You will immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which will be payable by You immediately on receipt.

16.2 If You want to end a contract before it is completed, the contract will end in accordance with clause 15.1 and We will refund any sums paid by You for Services not provided but We will deduct from that refund (or, if You have not made an advance payment, charge You) reasonable compensation for the net costs we will incur as a result of your ending the Contract (including all material and labour charges (at our standard hourly rate)).

16.3 You will return any Deliverables which have not been fully paid for.

16.4 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and

16.5 Clauses which expressly or by implication survive termination shall continue in full force and effect.

17. General

17.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17.2 Assignment and other dealings.

(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party or agent.

(b) You shall not, without Our prior written consent , assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

17.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.3(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 17.3; 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.

17.4  Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.5 Variation. We may revise these terms and conditions at any time and shall notify You in any such event.

17.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

17.7 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.

17.8 Notices.

(a) Any notice given to a party under or in connection with this 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; or sent by fax to its main fax number.

(b) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include email.

17.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

17.10 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.

17.11 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.