TH:2 DESIGNS LIMITED
TERMS AND CONDITIONS
Your attention is particularly drawn to the provisions of clause 11.
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Agreement: the agreement between You and Us for the provision of Design Services including your order for the Goods as set out in the Agreement to which these Terms are attached;
(b) Deposit: the deposit payable by You in connection with the Goods as set out in the Agreement and clause 10 below;
(c) Design Fee: the fee payable in connection with Our Design Services, as set out in the Agreement;
(d) Design Services: the services that We are providing to you as set out in the Agreement;
(e) Event Outside Our Control: is defined in clause 1.62;
(f) Goods: the goods that We are selling to you as set out in the Agreement;
(g) Terms: the terms and conditions set out in this document; and
(h) We/Our/Us: TH:2 Designs Limited (registered as a private limited company in England and Wales No. 05386748) with its registered office at 405 The Chambers, Chelsea Harbour, London SW10 OXF.
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We say otherwise.
Our contract with you
1.3 These are the terms and conditions on which We supply Goods, or Design Services, or both Goods and Design Services, to you.
1.4 Please ensure that you read these Terms carefully, and check that the details in the Agreement and in these Terms are complete and accurate, before you sign the Agreement. If you think that there is a mistake, please contact Us to discuss, and please make sure that you ask Us to confirm any changes in writing to avoid any confusion between you and Us.
1.5 We consider that these Terms and the Agreement constitute the whole agreement between you and Us and you acknowledge that you have not relied on any statement, promise or representation made or given by Us which is not set out in the Agreement.
1.6 When you sign and submit the Agreement to Us with payment of the Design fee and/or Deposit, this does not mean We have accepted your order for Goods and/or Design Services. Our acceptance of the Agreement will take place as described in clause 1.7. If We are unable to supply you with the Goods and/or Design Services, We will inform you of this and We will not process any order.
1.7 These Terms will become binding on you and Us when We issue you with a written acceptance of the Agreement OR start providing you with the Design Services or the Goods, at which point a contract will come into existence between you and Us.
1.8 If any of these Terms conflict with any term of the Agreement, the Agreement will take priority.
1.9 The images of the Goods on Our website or in Our brochure or as seen in any samples or drawings are for illustrative purposes only and shall not form part of the Agreement.
Changes to order or terms
1.10 We may revise these Terms from time to time in the following circumstances:
(a) changes in how We accept payment from you; OR
(b) changes in relevant laws and regulatory requirements.
1.11 If We have to revise these Terms under clause 1.10, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause c.
1.12 You may make a change to the Agreement for Goods and/or Design Services at any time before We order the Goods or start the Design Services by contacting Us. Where this means a change in the total price of the Goods and/or Design Services, We will notify you of the amended price in writing. IF YOU ARE A CONSUMER, you can choose to cancel the Agreement in accordance with clause 14 in these circumstances.
1.13 We may from time to time make any changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or otherwise which do not materially affect the quality or fitness for purpose of the Goods.
1.14 IF YOU ARE A CONSUMER and if you wish to cancel an Agreement before it has been fulfilled, please see your right to do so in clause 14. In the case of made-to-measure Goods, unfortunately, because We make these Goods to your specific requirements, you will not be able to cancel an Agreement once you have paid the Deposit and we have ordered the Goods.
Providing the design services
1.15 We will supply the Design Services to you with reasonable care and skill from the date set out in the Agreement until the estimated completion date set out in the Agreement.
1.16 We will make every effort to complete the Design Services on time. However, there may be delays due to an Event Outside Our Control. See clause 12 for Our responsibilities when an Event Outside Our Control happens.
1.17 We may need certain information from you that is necessary for Us to provide the Design Services, for example, floor plans (in printed form and in an electronic format compatible with AUTOCAD software) and all necessary consents and surveys. We will contact you about this. If you do not, or for any reason cannot, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required from Us, in taking any such measurement. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked.
1.18 If you do not pay Us for the Design Services when you are supposed to as set out in clause 1.44, We may suspend the Design Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 1.50). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 1.49.
1.19 You shall reimburse Us for all itemised expenses and disbursements incurred in connection with the Design Services which will be invoiced with the Design Fee.
1.20 If We provide Design Services for you, We will own the copyright, design right and all other intellectual property rights in the Design Services and any drafts, drawings or illustrations We make in connection with the Design Services for you.
1.21 You agree that, upon Our request, you will grant Us all such access to the delivery address as We or Our agents, contractors or employees may require in order or to facilitate the performance of the Design Services (and/or installation of the Goods (as applicable)) and will comply with all other reasonable requests from Us regarding the same.
1.22 Where it is agreed that third party suppliers or other persons are to be appointed, you shall appoint and pay them under separate agreements and shall confirm in writing to Us the services to be performed by such persons so appointed.
1.23 You agree, in respect of any work or services performed by any person other than Us, that you shall:
(a) hold such person responsible for the competence and performance of such work or services and for visits to the site in connection with the work undertaken by such person;
(b) require such person to co-operate with Us and provide to Us all drawings and information reasonably needed for the proper and timely performance of the Design Services; and
(c) require such person, when requested by Us, to consider and comment on Our design proposals in relation to the work of such person so that We may consider making any necessary change to Our design proposals.
1.24 We make certain Goods according to the measurements either which we take or which you provide to Us. You can find information and tips on how to measure in Our brochure or on Our website, or by contacting Us.
1.25 If you provide us with measurements please make sure they are correct and accurate. Unfortunately, We cannot accept the return of made-to-measure Goods if the reason for the return is because you provided Us with incorrect measurements. However, if you are a consumer, this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described. Advice about your legal rights is available at your local Citizen’s Advice Bureau or Trading Standards office.
Delivery of goods
1.26 We will contact you with an estimated delivery date. Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 12 for Our responsibilities when this happens.
1.27 You shall make all arrangements necessary to take delivery of the Goods (including ensuring that the Delivery Address is clean and ready for installation of the Goods to Our satisfaction) for whenever they are tendered for delivery.
1.28 Delivery shall be completed when We deliver the Goods to the address you gave Us in the Agreement.
1.29 If for any reason the delivery date is delayed, We shall charge you Our reasonable storage and insurance costs for the Goods until such time as the Goods have been delivered to you. If the delivery date is delayed by more than 1 month, We may demand (and send an Invoice in respect thereof) full payment of the price for such Goods and any other sums due under the Agreement, upon payment of which, absolute title and risk in relation to the Goods shall pass to you.
1.30 The Goods will be your responsibility from the completion of delivery and you should insure the Goods against “all risks” until such time as you own the Goods.
1.31 Until absolute title to the Goods has passed to you in accordance with Condition 6.8 below, you shall hold each of the Goods on a fiduciary basis as bailee for Us. You shall store the Goods (at no cost to Us) separately from all other goods in your possession and marked in such a way that they can be identified clearly as Our property. You shall not alter, adapt or use the Goods in any way which may negatively affect their value or render them unidentifiable as Our property.
1.32 Where the Goods approved by you as part of the Agreement have been ordered or supplied and are no longer required by you, We cannot guarantee Our or any supplier’s ability to accept a return or offer any level of refund, but will make reasonable commercial efforts to accommodate any such request.
1.33 You own the Goods once We have received payment in full.
Third-party manufacturer’s guarantee of goods
1.34 The Goods may come with a manufacturer’s guarantee which we shall notify you of at the time.
1.35 This guarantee is in addition to your legal rights in relation to the Goods that are faulty or not as described.
our goodwill guarantee of goods
1.36 We guarantee that on delivery and for a period of six months from delivery, the Goods shall be free from material defects. However, this guarantee does not apply in the circumstances described in clause 1.37.
1.37 This guarantee does not apply to any defect in the Goods arising from:
(a) fair wear and tear;
(b) wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
(c) if you fail to operate or use the Goods in accordance with the user instructions;
(d) any alteration or repair by you or by a third party who is not one of Our authorised repairers; and
(e) any specification provided by you.
1.38 Where you accept or are deemed to have accepted any Goods, We shall have no liability whatsoever to you in respect of such Goods to the extent permitted by law.
1.39 This guarantee is in addition to your legal rights in relation to the Goods that are faulty.
1.40 Where the Goods approved by you as part of the Agreement have been ordered or supplied and are no longer required by you, We cannot guarantee Our or any supplier’s ability to accept a return or offer any level of refund.
Price and payment
1.41 The price of the Goods and/or the Design Fee will be as set out in Our Agreement and will be payable on the dates set out in the Agreement. Our prices may change at any time, but price changes will not affect Agreements that We have confirmed with you.
1.42 These prices are exclusive of VAT which shall be due and payable at the applicable rate.
1.43 Upon your signature of Our Agreement, a Deposit of 75% of the price of the Goods (plus VAT) shall be payable at which time We shall send you an Invoice for the charges that are then payable. Should you fail to return a signed copy of the Agreement to Us, payment of the Deposit shall be deemed to be acceptance of the Agreement by you. Orders for Goods shall not be placed by Us until payment of the Deposit has been received as cleared funds in Our bank account.
1.44 The Design Fee shall be payable as set out in the Agreement. You will reimburse Us for all itemised expenses and disbursements incurred in connection with the Design Services which shall be invoiced with the Design Fee.
1.45 We reserve the right to charge for:
(a) any additional or alternative goods or services that may be provided under the Agreement;
(b) any disbursements such as carriage, deliveries, printing, stationery, photographic costs and travel costs associated with the Design Services;
(c) any storage and insurance costs; and/or
(d) any other reasonable costs of whatever nature which were not anticipated at the date of the Agreement to the extent that such costs have been notified to and agreed by you.
1.46 Without prejudice to any other rights We may have, We may (i) appropriate in Our sole discretion any payment made by you in relation to the goods or in relation to the goods supplied under any other contract between Us and you and/or (ii) set off any liability of you to Us against any liability of Us to you.
1.47 IF YOU ARE A CONSUMER your rights to a refund on cancellation are set out in clause b3.
1.48 We will invoice you for the balance of the price of any Goods prior to delivery and installation of such Goods. You must pay each invoice in cleared monies within seven (7) calendar days of the date of invoice to a bank account nominated on our invoice or otherwise notified to you in writing by Us.
1.49 If you do not make any payment due to Us by the due date for payment, We may (a) charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of National Westminster Bank from time to time and (b) suspend all Design Services or cancel delivery of Goods until payment has been made in full. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
1.50 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 1.49 will not apply for the period of the dispute.
1.51 All sums payable to Us under the Agreement shall become due immediately on its termination, despite any other provision. This Condition 9.11 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement
Our liability to you if you are a consumer
This Clause 10 only applies if you are a consumer.
1.52 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and Us at the time we entered into this contract.
1.53 We are not responsible for the acts, omissions or conduct of any third party supplier or subcontractor whether engaged by Us or you, including any failure by a third party supplier to meet any timetable specified.
1.54 Subject to clause 10.5 below, We shall be under no liability whatsoever to you for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses howsoever arising (including loss of profit) suffered by you as a result of a breach by Us of the Agreement. In the event of any breach of the Agreement by Us your remedies shall be limited to damages. Under no circumstances shall Our liability exceed the Design Fee or the Price of the Goods, as appropriate.
1.55 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Design Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Design Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
our liability to you if you are a business
This clause 11 only applies if you are a business customer.
1.56 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any re-sale purposes.
1.57 Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective goods under the Consumer Protection Act 1987.
1.58 Subject to clause 1.57, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
1.59 Subject to clause 1.57 and clause 1.58 , our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Design Fee or the Price of the Goods, as appropriate.
1.60 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
Events Outside Our Control
1.61 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
1.62 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
1.63 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Design Services to you, We will restart the Design Services as soon as reasonably possible after the Event Outside Our Control is over.
Your cancellation rights
1.64 Before We begin to provide the Design Services or the Goods are ordered, you have the following rights to cancel an Agreement for Goods (other than made-to-measure Goods) and/or Design Services, including where We change these Terms under clause 1.10 to your material disadvantage:
(a) You may cancel the Agreement for Goods and/or Design Services within 14 calendar days of signing the Agreement and/or before you pay the Deposit by contacting Us. We will confirm your cancellation in writing to you.
(b) If you cancel an Agreement under clause a and you have made any payment in advance for Design Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you.
(c) However, if you cancel an Agreement for Design Services under clause a and We have already started work on your Agreement by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Agreement, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Agreement because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), you do not have to make any payment to Us.
1.65 Unfortunately, as the made-to-measure Goods are made to your requirements, you will not be able to cancel your order for any such made-to-measure Goods once made (but this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described).
1.66 Once We have begun to provide the Design Services to you, you may cancel the contract for the Design Services at any time by providing Us with at least 30 calendar days’ notice in writing. Any advance payment you have made for Design Services that have not been provided will be refunded to you.
1.67 Once We have begun to provide the Design Services to you, you may cancel the contract for Design Services with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 30 days of you asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We change these Terms under clause 1.10 to your material disadvantage;
(d) We are affected by an Event Outside Our Control.
Our cancellation rights
1.68 If We have to cancel an Agreement for Goods (including made-to-measure Goods) and/or Design Services before the Design Services start or the Goods are delivered:
(a) We may have to cancel an Agreement before the start date for the Design Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or (in the case of Design Services) key personnel or key materials without which We cannot provide the Design Services. We will promptly contact you if this happens.
(b) If We have to cancel an Agreement under clause a and you have made any payment in advance for Design Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you.
(c) Where We have already started work on your Agreement for Design Services or made-to-measure Goods by the time We have to cancel under clause a, We will not charge you anything and you will not have to make any payment to Us.
1.69 Once We have begun to provide the Design Services to you, We may cancel the contract for the Design Services at any time by providing you with at least 30 calendar days’ notice in writing. If you have made any payment in advance for Design Services that have not been provided to you, We will refund these amounts to you.
1.70 We may cancel the contract for Design Services at any time with immediate effect by giving you written notice if:
(a) you do not pay Us when you are supposed to as set out in clause 1.44. This does not affect Our right to charge you interest under clause 1.49; or
(b) you break the contract in any other material way and you do not correct or fix the situation within ten (10) days of Us asking you to in writing.
Information about us and how to contact us
1.71 We are a company registered in England and Wales. Our details are set out in clause 1 above. Our registered VAT number is 863390313.
1.72 If you have any questions or if you have any complaints, please contact Us. You can contact Us by e-mailing Us at email@example.com.
1.73 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by hand, or by pre-paid post to Our registered office or such other address as We may from time to time notify you.
How we may use your personal information
1.74 We will use the personal information you provide to Us to:
(a) provide the Goods and/or Design Services;
(b) process your payment for such Goods and/or Design Services; and
(c) inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
1.75 You agree that We may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
1.76 We will not give your personal data to any other third party.
Other important terms
1.77 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
1.78 This contract is between you and Us. No other person shall have any rights to enforce any of its terms. However, the purchaser of your property will have the benefit of the guarantee at clause 1.34 if you transfer it to them.
1.79 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
1.80 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
1.81 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the supply of Goods or Design Services and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
1.82 If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
PRIZE DRAW TERMS AND CONDITIONS
We may from time to time offer prize draws on our Twitter Account @th2designs which shall (unless expressly stated otherwise or if there are some specific terms and conditions applicable to a particular promotion (“Promotion Terms”) in which case the Promotion Terms shall prevail in the event of any conflict with these terms) be governed by the following general terms and conditions:
• No is purchase necessary.
• All prize draws featured on our Twitter Account @th2designs are promoted by th2designs Ltd (the “Promoter”) and are not open to employees of the Promoter or their families.
• By entering a prize draw, entrants acknowledge that all prize draws, contests, sweepstakes, or giveaways are in no way sponsored, endorsed or administered by, or associated with, Twitter.
• Any questions, comments or complaints regarding this Competition must be directed to the Promoter rather than to Twitter.
• All entries must comply with Twitter policies (found at https://support.twitter.com/categories/284) and must not be vulgar, obscene or otherwise offensive or inflammatory and must not infringe the rights of any other person.
• Prize(s) offered for any prize draw are non-transferable and there is no cash alternative; in the event a prize offered is unavailable a similar prize of greater or equal value will be substituted.
• To enter our prize draws you must be resident in the UK or the Republic of Ireland and follow the entry instructions given, providing all the information requested.
• Each entrant shall enter the prize draw via Twitter only, in the manner specified in the prize draw announcement, which may include:
• Retweeting a @th2designs tweet.
• Replying to a @th2designs tweet
• Tweeting a picture to @th2designs and/or a specified hashtag.
• Following @th2designs
• Obscene or inappropriate entries will not be accepted and the Promoter reserves the right to reject any entries for any reason at its sole discretion.
• Only one entry may be made per Twitter account to each prize draw.
• Entries received after the closing date for each prize draw as stated will not be considered.
• The winner(s) will be the first entry(ies) selected at random and the runners-up (if any) will be the next entry(ies) selected at random from all complete and eligible entries received and will be notified within 30 days of the closing date.
• The winner(s) will be contacted through a private Direct Message on Twitter.
• The Promoter accepts no responsibility for entries that are late, lost, damaged, illegible or corrupted in transit.
• The winner(s) must claim their prize(s) within 30 days of notification by the Promoter otherwise they will forfeit their prize(s).
• The Promoter’s decision is final and no correspondence will be entered into.
• All personal details submitted with each prize draw entry will be held in accordance with the Data Protection Act 1998.
• The Promoter will use any data submitted by entrants only for the purposes of running the prize draw, unless otherwise stated in the entry details. By entering a prize draw, all entrants consent to the use of their personal data by the Promoter for the purposes of the administration of the prize draw and any other purposes to which the entrant has consented.
• By entering each prize draw, entrants agree to be bound by these terms and conditions which may be amended at any time by the Promoter.
• The rules of each prize draw shall be governed by UK law.
•Competition period runs from 4 april 2016 to midnight on 11 April 2016 inclusive. All entries must be received within this time and by midnight on 11 April 2016.
• th2designs ltd will donate £1 for every retweet / follow, up to the value of £500 to Rainbow Trust Children’s Charity (Registered Charity No.1070532)