Terms & Conditions
1. Our Terms and Conditions
1.1 These supply terms and conditions (as updated or amended by us from time to time in accordance with these terms) (Terms) set out the terms and conditions on which we supply our Goods and/or Services to you.
1.2 Please read these Terms carefully before placing an Order and ensure you understand them. These Terms tell you who we are, how we will provide our Goods and/or Services, how you may end a Contract, what to do if there is a problem and other important information.
1.3 We may change these Terms at any time but, subject to Condition 20.3, the terms displayed on our website at the time a particular Contract comes into effect in accordance with Condition 5.3 shall be the Terms that apply to that Contract. Any amended and updated Terms will be posted on our website, although we may also notify you of the update by email. You should check our website regularly for the Terms in force each time you place an Order. These Terms were last updated in May 2024.
1.4 These Terms apply to the supply of both Goods and Services except where expressly stated otherwise.
2. About Us
2.1 We are Kingsley Interiors Limited, registered in England and Wales with company number 10356490 whose registered office is India House, 45 Curlew Street, London, SE1 2ND (Kingsley Interiors, we, us our).
2.2 You can contact us:
2.2.1 by email: info@kingsleyinteriors.co.uk;
2.2.2 by telephone: 02072375619; or
2.2.3 by post: Ground floor India House, 45 Curlew Street, London, SE1 2ND.
3. Understanding these Terms
3.1 We have set out below a table of defined terms that are used in these Terms to help you understand them. Unless the context otherwise requires, the following words and expressions shall have the following meanings:
Charges: all and any fees and charges payable by you to us under or in connection with a Contract;
Confidential Information: all information of whatever nature disclosed directly or indirectly by a party to the other party, including any information relating to its business affairs, customers clients, suppliers, operations, plans or intentions, products and services and Intellectual Property Rights, or which is designated in writing to be confidential or proprietary or which would under the circumstances, appears to the reasonable person to be confidential and proprietary;
Consultancy Services: design consultancy services as more particularly described in Part 3 of Schedule 1;
Contract: a contract between you and us for the supply of Goods and/or Services in accordance with these Terms which comprises these Terms and the particular Order Confirmation and, where one has been signed and accepted by the parties, the Particulars Sheet, which shall come into existence in accordance with Condition 5.3;
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly;
Customer, you, your: the person or firm who purchases Goods and/or Services from us, whose details are set out in the Particulars Sheet, or where there is no Particulars Sheet, as set out in the Order Confirmation.
Customer Default: has the meaning given in Condition 12.2;
Deliverables: the drawings, designs, mood boards, samples, proposals, pricing documents, other documents or reports produced by us as part of the Services;
Event Outside Our Control: any cause preventing us from performing any or all of our obligations which arises from or is attributable to acts, events or omissions beyond our reasonable control, including strikes, lockouts or other industrial disputes, Acts of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers of subcontractors;
Hired Goods: any Goods to be hired from us, the details of which are set out in the Order Confirmation;
Goods: items of furniture and/or soft furnishings and accessories;
Installation Services: installation services as more particularly described in Part 1 of Schedule 1;
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;
Liability Event: has the meaning set out in Condition 16.1;
Order: an order for the supply of Goods and/or Services placed with us either via our website or in accordance with Condition 5.2;
Order Confirmation: has the meaning given in Condition 5.3;
Particulars Sheet: (if any) means Kingsley Interiors’ standard particulars sheet that has been signed and accepted by the parties;
Project Contact: (if any) means the individuals identified as such in the Particulars Sheet;
Purchased Goods: any Goods to be purchased outright from us, the details of which are set out in the Order Confirmation;
Services: the services, including the Deliverables, to be provided by us, which may include any or all of the following: (a) the Installation services; (b) the Staging Services and (c) the Consultancy Services; as identified in the Order Confirmation;
Service Specification: the description or specification for any particular Services provided in writing by us;
Site: the location where the Goods are to be delivered and/or where the Services are to be performed, being such location as is set out in the Order Confirmation or as otherwise agreed in writing with us;
Staging Services: staging services as more particularly described in Part 2 of Schedule 1;
VAT: value added tax chargeable under the Value Added Tax Act 1994;
3.2 Any reference in the Contract to:
3.2.1 a person includes an individual, company, LLP, corporate, partnership, joint venture, association, trusts, unincorporated bodies and associations and that person’s personal representatives, successors and permitted assigns;
3.2.2 the singular includes the plural and vice versa, and to the masculine shall include the feminine and neuter and vice versa;
3.2.3 a Condition is a reference to a Condition of these Terms and that Condition’s sub-Conditions;
3.2.4 a Schedule is to a schedule of these Terms and the Schedules form part of and are incorporated into these Terms. If there is any inconsistency between the main body of these Terms and any part of the Schedules, the terms of the Schedules shall prevail;
3.2.5 a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statue or statutory provision;
3.2.6 writing or written excludes fax but includes email;
3.2.7 an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and
3.2.8 includes, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.
3.3 Any headings in these Terms, each Order Confirmation or the Particulars Sheet are for convenience only and shall not affect the interpretation or construction of any Contract.
4. Our Contract with you
4.1 These Terms apply to all Orders placed with us. By ordering Goods and/or Services from us, you agree to be bound by these Terms and that these Terms form the basis of the contract between you and us for the supply of the relevant Goods and/or Services. No other terms are implied by trade, customer, practice or course of dealing.
4.2 A Contract constitutes the entire agreement between you and us in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.
4.3 You acknowledge that you have not relied on any warranty, representation, statement or undertaking that is not set out in the Contract.
4.4 You should print a copy of these Terms or save them to your computer for future reference.
5. Placing an Order with us
5.1 Where you place an Order via our website (https://www.kingsleyinteriors.co.uk/) (our Website) please follow the on-screen prompts to complete the Order.
5.2 Any request for the supply of Goods or Services made to us by you constitutes an offer by you to purchase or hire Goods and/or to purchase the Services (as applicable) in accordance with these Terms (an Order). Such requests include those placed via our Website, using a purchase order form, through your portal (where we have agreed that you may place Orders via your portal), or by any other remote method of communication, and each such request shall constitute a separate Order. You are responsible for ensuring that the Order and all information you provide to us is complete and accurate.
5.3 Submitting an Order to us does not mean that we will accept it. We will notify you in writing of our acceptance of an Order (our Order Confirmation) at which point and on which date a Contract for the supply of Goods and/or Services, as set out in our Order Confirmation only will come into existence.
5.4 We will notify you by email if we are unable to supply all or part of the Goods and/or Services and we will not process the Order. If you have already paid for the Goods and/or Services, we will refund you the full amount paid in respect of the Goods and/or Services for which we are unable to accept the Order or we will offer you credit of an amount equal to such Goods and/or Services to be spent on alternative Goods and/or Services which we are able to supply to you.
5.5 Any images, samples, drawings, illustrations or descriptions of our Goods and Services on our website or in our promotional material are for illustrative purposes only and to provide an approximate idea of the Goods and/or Services described in them. They will not form part of any Contract or have any contractual force.
6. Cancelling an Order and obtaining a refund or exchange
6.1 You may cancel a Contract and receive a refund, if you notify us by email at info@kingsleyinteriors.co.uk or contacting your Project Contact (where you have one) within 14 days of your receipt of the Order Confirmation. We will confirm that we have received your cancellation by email and that the relevant Contract is cancelled.
6.2 You cannot cancel a Contract:
6.2.1 (where we are providing Services) once we have completed the Services, even if the 14 day period is still running;
6.2.2 where the Contract is for the supply of the following Goods: mattresses, duvets, pillows or other bedding items and they have been removed from their original packaging or used; or
6.2.3 where the Contract is for the supply and installation of bespoke blinds, curtains or other soft furnishings.
6.3 Where you have the right to cancel a Contract and you validly exercise your right to cancel and you have paid for the Goods and/or Services to be provided under that Contract (in full or part):
6.3.1 we will refund you in the price you paid for the Services less an amount for any Services provided for the period up to the time when you gave notice of cancellation in accordance with Condition 6.1; and
6.3.2 unless you are returning the Goods because they are faulty or mis-described, we will offer you credit of an amount equal to the price you paid for the Goods less any delivery charges, or refund you the price you paid for the Goods less any delivery charges;
by the method you used for payment. If Goods have been delivered to you before you decide to cancel the Contract then you must allow us to collect these from you without undue delay and in any event not later than 14 days after the day on which you gave notice of cancellation in accordance with Condition 6.1.
6.4 You may cancel a Contract in respect of complex or assembled Goods in accordance with Condition 6.1, but we are entitled in such circumstances to charge a reasonable cancellation fee in respect of such Goods.
7. Supply of Goods
7.1 Whilst we make every effort to display colours of Goods accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods and the colour of the Goods may vary from the images.
7.2 We reserve the right to amend any specification of Goods where required by any applicable statutory or regulatory requirement, and we will notify you in any such event.
7.3 Delivery Date. We will contact you or the contact you have nominated with an estimated delivery date, which will be within 30 days of the date of our Order Confirmation. Please note that any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
7.4 Delivery is complete once the Goods are unloaded at the Site. Risk in the Goods shall pass to you upon delivery.
7.5 Non-Delivery: If we fail entirely to deliver:
7.5.1 the Purchased Goods, our liability is limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods; or
7.5.2 Hired Goods, are liability is limited to an amount equivalent to any Charges paid in advance for any Rental Period where you have not had the benefit of the Hired Goods,
However, we are not liable to the extent that such failure is caused by an Event Outside Our Control or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or you failed to perform any obligation under the Contract, including preparing the Site and providing or procuring access to the same for us.
7.6 Non-acceptance of Delivery: If you fail to take delivery of the Goods when we attempt to make delivery, then delivery of the Goods shall be deemed to have been completed on the day on which we attempted delivery, and we may store the Goods until actual delivery takes place. Where we store the Goods on your behalf, we:
7.6.1 reserve the right to charge you all related costs and expenses (including insurance) we incur in storing the Goods and arranging for them to be delivered to you at a later date; and
7.6.2 where the Goods are Hire Goods, we shall be entitled to charge you rental Charges for the period that the Goods are in storage; and
if 14 days after the day on which we attempted delivery you have not taken actual delivery of Goods, that are Purchased Goods, we may resell or otherwise dispose of all or part of the Purchased Goods and where you have paid for the Purchased Goods, we shall repay you the price you paid for the Purchased Goods after deducting our storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Purchased Goods.
7.7 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
8. Our Warranty for the Goods
8.1 We warrant that on delivery, the Goods shall:
8.1.1 conform in all material respects with their description;
8.1.2 be free from material defects in design, material and workmanship;
8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
8.1.4 be fit for any purpose held out by us.
8.2 Subject to Condition 8.3, if:
8.2.1 you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 8.1;
8.2.2 we are given a reasonable opportunity of examining such Goods; and
8.2.3 you allow us to collect the Goods from the Site at our cost,
We shall, at our option, repair, reassemble or replace the defective Goods, or refund the price of the defective Goods in full (where the Goods are Purchased Goods) or refund the rental Charges you have paid in respect of the defective Hired Goods.
8.3 We shall not be liable for a breach of the warranty set out in Condition 8.1 if:
8.3.1 you make any further use of such Goods after giving a notice in accordance with Condition 8.2;
8.3.2 the defect arises because you failed to follow our instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
8.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
8.3.4 you, or a third party on your behalf, alters or repairs the Goods without our written consent;
8.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
8.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4 Except as provided in this Condition 8, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in Condition 8.1.
8.5 Except as expressly stated in these Terms, we do not give any representations, 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.
8.6 These Terms shall apply to any repaired, reassembled or replacement Goods supplied by us.
9. Purchased Goods
9.1 This Condition 9 shall only apply in respect of Purchased Goods.
9.2 Title to the Purchased Goods shall only pass to you on the occurrence of the following (whichever occurs earlier):
9.2.1 we receive payment in full (in cash or cleared funds) for the Purchased Goods; or
9.2.2 you resell the Purchased Goods, in which case title to the Purchased Goods shall pass to you at the time specified in Condition 9.4.
9.3 Until title to the Purchased Goods has passed to you, you shall:
9.3.1 ensure the Purchased Goods remain readily identifiable as our property;
9.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Purchased Goods;
9.3.3 maintain the Purchased Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
9.3.4 immediately inform us if you become subject to any of the events listed in Condition 17.1.3 to Condition 17.1.5; and
9.3.5 provide such information as we may reasonably require relating to: (a) the Purchased Goods; and (b) your ongoing financial position.
9.4 Subject to Condition 9.5, you may resell or use the Purchased Goods before we receive payment for the Purchased Goods. However, if you resell the Purchased Goods before that time:
9.4.1 you do so as principal and not as our agent; and
9.4.2 title to the Purchased Goods shall pass from us to you immediately before the time at which the resale by you occurs.
9.5 At any time before title to the Purchased Goods passes to you, we may:
9.5.1 by notice in writing, terminate your right under Condition 9.4 to resell the Purchased Goods or use them in the ordinary course of your business; and
9.5.2 require you to deliver up all Purchased Goods in your possession that have not been resold, and if you fail to do so promptly, we shall have the right to enter any of your premises or those of any third party where the Purchased Goods are stored, in order to recover them.
10. Hired Goods
10.1 This Condition 10 shall only apply in respect of Hired Goods.
10.2 The initial period of hire shall be as stated in the Order Confirmation and shall continue on a rolling basis for subsequent monthly renewal periods until terminated by either party on 14 days’ notice, such notice to take effect in respect of the next period of hire after notice is received by the other party (being the Rental Period).
10.3 You must ensure that you provide at least 14 day’s notice before the start of the next period of hire, in order to avoid being charged for the subsequent period of hire.
10.4 We will hire the Hired Goods to you for your use at the Site only, in accordance with the Contract.
10.5 The Hired Goods shall at all times remain our property and you shall have no rights, title, or interest in or to the Hired Goods (save the right to possession and use of the Hired Goods in accordance with the Contract).
10.6 Risk in the Hired Goods shall pass to you on delivery of the Hired Goods to the Site in accordance with Condition 4.
10.7 During the Rental Period, the Customer shall maintain at its own expense insurance of the Hired Goods against all risks for their full price on our behalf from the date of delivery.
10.8 You shall notify us as soon as possible in the event of any loss, accident or damage to the Hired Goods arising out of or in connection with the Customer’s or a third party’s use or possession of the Hired Goods.
10.9 At all times during the Rental Period, you shall:
10.9.1 ensure and procure that the Hired Goods are kept in a suitable environment and handled in an appropriate manner and in accordance with any instructions provided by us;
10.9.2 bear the costs of the repair or rectification of any damage to the Hired Goods resulting from the misuse, neglect, alteration or use by you or any other person that you allow to have access to and use of the Hired Goods or any person that you fail to prevent from accessing or using the Hired Goods;
10.9.3 keep us informed of all material matters relating to the Hired Goods, including any changes to the location of the Site where the Hired Goods are located;
10.9.4 not use the Hired Goods for any unlawful purpose or do anything which may invalidate the insurance referred to in Condition 10.7;
10.9.5 ensure that the Hired Goods remain identifiable as our property; and
10.9.6 at the end of the Rental Period, allow us and/or our representatives to access the Site or any other location where the Hired Goods are for the purpose of us recovering possession of the Hired Goods.
10.10 At the end of the Rental Period, we will collect the Hired Goods from you in accordance with Part 2 of Schedule 1.
11. Supply of Services
11.1 We shall supply the Services in accordance with the Contract in all material respects and in accordance with any applicable Service Specification.
11.2 Where a Contract relates to:
11.2.1 the supply of Installation Services, the terms contained within Part 1 of Schedule 1 shall apply;
11.2.2 the supply of Staging Services, the terms contained within Part 2 of Schedule 1 shall apply; and/or
11.2.3 the supply of Consultancy Services, the terms contained within Part 3 of Schedule 1 shall apply;
and each party shall comply with their respective obligations contained therein.
11.3 We warrant that the Services will be provided using reasonable care and skill.
11.4 We reserve the right to amend the Service Specification 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 Services, and we will notify you in any such event.
11.5 We will use our reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation or otherwise agreed with you but any such dates shall be estimates only and time shall not be of the essence of the Contract and any failure on our part to perform the Services by such dates will not give you the right to terminate that Contract.
11.6 If, at any time, a party becomes aware of any cause, matter or circumstance that it considers may or is likely to cause a delay or impact on the Services, it shall as soon as reasonably practicable notify the other of such fact and each party shall take reasonable steps to eliminate or mitigate any delays.
11.7 In the event of any delay in the performance of your obligations under a Contract, we may (without prejudice to our other rights or remedies) amend the Services and adjust the timescales for delivery of the Services as we deem reasonably necessary to take account of such delay and we shall not be in breach of the Contract as a result of a failure to meet a particular delivery date where such failure is as a result of or arises in connection with such delay. To the extent we incur (or expect to incur) any additional costs or expenses as a consequence of the delay, we shall be entitled to adjust the Charges accordingly.
12. Customer's obligations
12.1 You shall:
12.1.1 ensure that all information provided in connection with a Contract, including in connection with the preparation of any quote, Order Confirmation or Service Specification, is complete and accurate;
12.1.2 cooperate with us in all matters relating to the Services;
12.1.3 prepare the Site for the supply of the Services and/or delivery of the Goods (as applicable);
12.1.4 provide us and our employees, agents, consultants and subcontractors, with access to the Site and other locations or facilities as reasonably required for the provision of the Services;
12.1.5 provide us with such information and materials as we may reasonably require in order to comply with our obligations under the Contract and ensure that such information is complete and accurate;
12.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and/or Services before the date on which the Goods are to be delivered or the performance of the Services is to start (as applicable);
12.1.7 comply with all applicable laws, including health and safety laws; and
12.1.8 keep Hired Goods at the Site in safe custody at your own risk, maintain the Hired Goods in good condition until returned to us and you agree that you have no right to dispose of or use Hired Goods/Purchased Goods other than in accordance with our written instructions or authorisation.
12.2 If our performance of any of our obligations under a Contract is prevented or delayed by any act or omission or failure by you to perform any relevant obligation (Customer Default):
12.2.1 without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services or delivery of the Goods until you have remedied the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
12.2.2 we shall 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 its obligations as set out in this Condition 12; and
12.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
13. Charges and payment
13.1 The price for Purchased Goods:
13.1.1 shall be the price set out in the Order Confirmation or, if no price is quoted, the price set out on our website as at the date of the Order Confirmation, subject always to Condition 13.5; and
13.1.2 shall be exclusive of VAT, all costs and charges of packaging, insurance, transport of the Goods, for which you shall be invoiced.
13.2 In respect of Goods that have not been purchased via our website, we will invoice you on or at any time after completion of delivery or in accordance with the payment schedule set out in the Order Confirmation, or where no payment schedule is stated, at any time after the relevant Contract comes into effect.
13.3 In respect of Services, we will invoice you in accordance with any payment milestones set out in our Order Confirmation or otherwise agreed with you and shall have the right to raise a final invoice on completion of the Services.
13.4 You shall pay each invoice submitted by us:
13.4.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and
13.4.2 in full and in cleared funds to our nominated bank account; and
time for payment shall be of the essence of the Contract.
13.5 All amounts payable by you under a Contract:
13.5.1 are exclusive of VAT or any similar tax which shall be payable at the rate and the manner prescribed by law from time to time;
13.5.2 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); and
13.5.3 shall be non-refundable.
13.6 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under Condition 15.1, you 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 Condition 13.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
13.7 We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
13.7.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
13.7.2 your request to change the delivery date, quantity or type of Good ordered; or
13.7.3 any delay caused by you including your failure to provide adequate or accurate information or instructions.
13.8 We reserve the right to increase the Charges for the Services on an annual basis – we will give you at least 1 month’s notice by email of any incoming price increase.
13.9 In addition to the provisions set out in this Condition 13, where a Contract relates to:
13.9.1 the supply of Installation Services, the terms contained within Part 1 of Schedule 1 shall apply;
13.9.2 the supply of Staging Services, the terms contained within Part 2 of Schedule 1 shall apply; and/or
13.9.3 the supply of Consultancy Services, the terms contained within Part 3 of Schedule 1 shall apply;
and each party shall comply with their respective obligations contained therein.
14. Intellectual property rights
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Kingsley Interiors.
14.2 We grant you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.
14.3 You shall not sub-license, assign or otherwise transfer the rights granted by Condition 14.2.
14.4 The Customer grants Kingsley Interiors a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Kingsley Interiors for the term of the Contract for the purpose of providing the Services.
15. Confidentiality and Data Protection
15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 15.2.
15.2 Each party may disclose the other party's Confidential Information:
15.2.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15.4 How we may use personal information. We will use any personal information you provide to us to:
15.4.1 provide the Goods and/or Services;
15.4.2 process your payment for the Goods and/or Services; and
15.4.3 inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
15.5 We will process personal information in accordance with our Privacy Notice, the terms of which are incorporated into this Contract.
16. Limitation of liability
16.1 The following provisions set out the entire liability of Kingsley Interiors under or in connection with a Contract (including any liability for the acts and omissions of our employees, agents, representatives and sub-contractors) in respect of:
16.1.1 any breach of our contractual obligations arising under or in connection with that Contract;
16.1.2 any use made by the Customer of the Goods, Services or Deliverables that are the subject matter of the Contract, or any part of them;
16.1.3 any mis-representation, mis-statement or tortious act or omission including negligence but excluding any of the same made fraudulently arising under or in connection with the Contract;
16.1.4 any other provision of the Contract
(each a Liability Event).
16.2 Nothing in a Contract shall limit or exclude the liability of either party:
16.2.1 for death or personal injury resulting from its own negligence or that of its representatives;
16.2.2 for fraud or fraudulent misrepresentation;
16.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
16.2.4 to the extent that such liability or exclusion is not permitted by law.
16.3 Subject to Condition 16.2, our total liability to you under each Contract in respect of:
16.3.1 all Liability Events arising in relation to the Purchased Goods shall be limited to 100% of the Charges paid for the Purchased Goods in relation to which the Liability Events arise;
16.3.2 all Liability Events arising in relation to the Hired Goods shall be limited to 100% of the Charges paid for the hire of the Hired Goods in relation to which the Liability Events arise;
16.3.3 all Liability Events arising in relation to the Installation Services shall be limited to 100% of the Charges paid for the Installation Services;
16.3.4 all Liability Events arising in relation to the Staging Services shall be limited to 100% of the Charges paid for the Staging Services;
16.3.5 all Liability Events arising in relation to the Consultancy Services shall be limited to 100% of the Charges paid for the Consultancy Services; and
16.3.6 in respect of all Liability Events arising otherwise under the Contract shall be limited to 100% of Charges paid;
provided always that our total liability arising under or in connection with such Contract shall not exceed 100% of the total Charges paid to us under the Contract.
16.4 Subject to Conditions 16.2 and 16.3, our total liability in respect of all Liability Events arising under these Terms or the Particulars Sheet other than in connection with a Contract shall be limited to £250.
16.5 Subject to Condition 16.2, we shall not be liable to you in respect of any Liability Events for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly and whether the same arise in contract tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
16.5.1 loss of profits;
16.5.2 loss of turnover;
16.5.3 loss of business opportunity;
16.5.4 loss of agreements or contracts;
16.5.5 loss of anticipated savings;
16.5.6 loss of goodwill;
16.5.7 loss or corruption of data;
16.5.8 damage to reputation;
16.5.9 any special, indirect or consequential loss,
provided that this Condition 16.4 shall not prevent claims for loss of or damage to the Customer's tangible property that are not excluded by Conditions 16.5.1 to 16.5.9.
16.6 We shall not be liable for any damage or losses to the extent they arise result of or in connection with:
16.6.1 any failure of the Customer to observe and perform its obligations under the Contract;
16.6.2 any unauthorised or incorrect access or use of the Goods or Services or use other than in accordance with the terms of the Contract or our instructions;
16.6.3 any modification or alteration of the Goods or Services by any party other than Kingsley Interiors;
16.6.4 errors or omissions in any Goods or Services to the extent they are based on or relate to the information or instructions provided by the Customer or its employees, agents or representatives to us; or
16.6.5 any actions we take at your direction.
16.7 If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract.
16.8 We shall have no liability to you in respect of any Liability Event unless you have served notice of the same on us within 6 months of the date you became aware or ought to have become aware of the consequences of the Liability Event.
16.9 The Customer declares and acknowledges that it has considered the provisions of this Condition 16 in detail and considers them reasonable in the circumstances having taken into account among other factors the subject matter of the Contract and having obtained or had the opportunity to obtain independent legal advice on the same.
16.10 This Condition 16 shall survive termination or expiry of a Contract.
17. Term and Termination
17.1 Without affecting any other right or remedy available to it us, we may terminate a Contract with immediate effect by giving written notice to you if:
17.1.1 you fail to pay any amount due under that Contract on the due date for payment;
17.1.2 you commit a material breach of any term of that Contract and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified in writing to do so;
17.1.3 you take 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver appointed to any of your assets or cease to carry on your business
17.1.4 you suspend or threaten to suspend, or cease or threatens to cease to carry on all or a substantial part of your business;
17.1.5 your financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
17.1.6 there is a change of control of the Customer.
17.2 Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods under any Contract if you fail to pay any amount due under a Contract on the due date for payment, or you become subject to any of the events listed in Condition 17.1.3 to Condition 17.1.5, or we reasonably believe that you are about to become subject to any of them.
17.3 For the avoidance of doubt, where the Contract relates to the supply of Goods and Services, and the Contract is terminated by us in accordance with this Condition 17, we shall be entitled to terminate the Contract in whole or only in relation to the affected part.
18. Consequences of termination
18.1 On termination of a Contract, you shall:
18.1.1 immediately pay to us all of our outstanding unpaid invoices and interest under the Contract and, in respect of Goods and Services supplied but for which no invoice has been submitted, we shall be entitled to submit an invoice, which shall be payable by you immediately on receipt; and
18.1.2 return all Hired Goods and any Deliverables or Purchased Goods which have not been fully paid for under that Contract. If you fail to do so, then we (or our authorised representatives) may enter your premises, the Site or other locations where the Goods are located and take possession of them and until they have been returned, you shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.
18.2 Termination or expiry of a Contract shall not affect any rights, remedies, obligations and 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.
18.3 Any provision of a Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
19. Events Outside Our Control
We shall not be in breach of a Contract or otherwise liable to you for any failure or delay in performing our obligations under the Contract due to any Event Outside Our Control. In such circumstances, the time for performance of our obligations shall be extended accordingly by such reasonable amount of time as we deem reasonable, taking into account the circumstances surrounding the Event Outside Our Control. If the period of delay or non-performance continues for 3 months, either party may terminate the Contract by giving 30 days' written notice to the other party.
20. General
20.1. Assignment.
20.1.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
20.1.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
20.2. Notices.
20.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) 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 (b) sent by email to the email addresses set out in the Order Confirmation (or such other email address as notified by a party to the other party.
20.2.2 Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or (c) if sent by email, at the time of transmission, or, if this time falls outside our normal weekday opening hours, when we reopen for business.
20.2.3 This Condition 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.
20.3 Variation. No variation of the Contract shall be effective unless it is in writing and is signed by an authorised representative of each party.
20.4 Third Party Rights. No person other than a party to the Contract may enforce any of its terms. A person who is not a party to the Contract shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the Contract.
20.5 Waiver. A failure, delay or neglect by either party to exercise any right or remedy or enforce any of the provisions of the Contract shall not be construed or deemed to be a waiver or continuing waiver of that party's rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.6 No Partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
20.7 Severance. If any of the provisions of the Contract shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.
21. Governing Law and Jurisdiction
21.1 The Contract and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – Service Descriptions
Part 1 – Installation Services
1. Installation Services
1.1 We shall liaise with you or a nominated contact to obtain access to the Site, and we shall assemble and install the Goods at the Site. We shall follow your reasonable instructions as to where the Goods should be located at the Site, and otherwise we shall install the Goods at our discretion acting reasonably.
2. Window dressing installation services
2.1 Where you instruct us to provide Installation Services in respect of curtains, blinds or other window dressings, we will attend the Site on a date agreed between you and us to undertake a free measuring and surveying exercise.
2.2 We will provide a quote for our Charges in respect of the Installation Services for a window dressing, and a specification for the Goods to be manufactured and installed at the Site. On your acceptance of our unamended quote, we shall manufacture the window dressing to the relevant specification and agree an installation date with you.
2.3 You acknowledge and agree that the window space and design, and functionality of the window dressing may dictate how we can install the Goods, and while we will use our reasonable endeavours to comply with your instructions, such constraints may result in installations which do not match your instructions exactly.
2.4 For the avoidance of doubt, due to their bespoke nature, curtains, blinds and other window dressings are only supplied as Purchased Goods.
3. Your obligations
3.1 In addition to your general obligations under the Contract, you shall arrange to provide us with access to the Site on the agreed date for delivery and installation, and shall procure such access, including the provision of a nominated contact to provide access on your behalf (if required).
3.2 You will notify us of any changes to the Site, your instructions, or other information you have provided to us as soon as possible.
3.3 Where you have made an error in respect of the Goods you have ordered, for example, the Goods are the wrong size, you may request that we collect such Goods and return to the Site on a different day with replacement Goods. In such circumstances, we may charge an additional fee in accordance with paragraph 4.3.
4. Charges
4.1 You shall pay the Charges for the Goods in accordance with the Contract, which shall include the Installation Services for all Goods except those provided in respect of window dressings.
4.2 Where your Order is for a window dressing, you shall pay the Charges set out in the relevant Order Confirmation for the Installation Services supplied in relation to a window dressing and provided in addition to the supply of the Goods.
4.3 Where you require us to return to the Site to replace and collect Goods (which are not defective or faulty) you shall pay a return fee to us in respect of the additional time incurred in returning to the Site at your instruction. Such Charges will be agreed between you and us at the time of your request for a replacement or collection and prior to our return to the Site, and you shall act reasonably and in good faith when in agreeing such Charges with us.
Part 2 – Staging Services
1. Staging Services
1.1 We will provide a quote for our Charges in respect of the Staging Services, which shall include an inventory breakdown setting out an indicative list of the Goods which will be supplied to you.
1.2 You acknowledge that all images and descriptions provided as part of the inventory breakdown are indicative only, and show the style of the Goods to be supplied under the Contract rather than the exact Goods to be provided.
1.3 Where certain Goods are out of stock or you reasonably request that we provide a different but similar item, we will source suitable alternatives for your approval (such approval not to be unreasonably withheld or delayed).
1.4 We will make available a dedicated stylist who will provide the Staging Services to you at the Site.
2. Collection of Hired Goods
2.1 On termination of the Rental Period, we will collect the Hired Goods from the Site. For the avoidance of doubt, where we have supplied Purchased Goods as part of the Staging Services, we will not collect these.
2.2 On collection, the Hired Goods must be in the same condition as they were in on Delivery. In particular, the Hired Goods must not be damaged, missing, misused or neglected, or, in the case of certain Goods (such as mattresses or pillows), must remain unused. KI maintain a record of the condition of the Hired Goods and will check the condition on delivery and collection.
3. Charges
3.1 You shall pay us the Charges set out in the Order Confirmation for the Hired Goods in accordance with Condition 10 and for the Staging Services following receipt of our invoice.
3.2 You shall pay, and we are entitled to charge:
3.2.1 additional Charges in respect of the repair or rectification of any damage to the Hired Goods resulting from the misuse, neglect, alteration or use by you or any other person that you allow to have access to and use of the Hired Goods or any person that you fail to prevent from accessing or using the Hired Goods; and
3.2.2 a collection fee of £500, such Charges due in respect of the time incurred in returning to the Site at the end of the Rental Period to collect the Hired Goods from you.
Part 3 - Consultancy Services
1. Consultancy Services
1.1 You appoint us to carry out Consultancy Services in accordance with the Contract and any reasonable instructions given by you.
1.2 We shall carry out the Consultancy Services within the timescales set out in the relevant Order Confirmation or as agreed in writing by the parties.
1.3 Where, in order to provide the Consultancy Services, attendance is required at the Site or other location, we shall attend such locations between the hours of 9AM – 5PM on Monday to Friday (excluding bank holidays) at such times as may be agreed in advance between us in writing.
2. Charges
2.1 We will provide a quote for our Charges in respect of the Consultancy Services, which will set out an estimate of our time costs for providing the Consultancy Services. We may update this estimate as agreed between you and us and you shall act reasonably and in good faith when agreeing such updates to the estimate and associated increase to our Charges with us.
2.2 You shall pay us the Charges set out in the Order Confirmation following your receipt of our invoice for the Consultancy Services and Deliverables, if any.
2.3 You shall pay, and we are entitled to charge, additional Charges where we have carried out additional work in order to perform the Consultancy Services, including:
2.3.1 additional time incurred in carrying out additional visits to an agreed location in order to provide the Consultancy Services, or visits carried outside of the hours described in paragraph 1.3;
2.3.2 additional time incurred at your instruction which is outside the scope of the Consultancy Services detailed in the Order Confirmation; and
2.3.3 additional time incurred due to your failure to fulfil your obligations under the Contract, including cooperating with us in relation to the provision of access to the Site and providing accurate and complete information to us.