Terms & Conditions

Terms and conditions for the supply of goods and/or services

The Client’s attention is drawn in particular to the provisions of clause 13.

Interpretation

Interpretation
1. Definitions:
  Branding and Communication Services: brand strategy, architecture, customer journey mapping, brand identity and guidelines, marketing communications, photography, video, packaging and web design, including but not limited to developing a new corporate identity to in-store communications and packaging design, general communication and content creation.
  Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  Client: the person or firm who purchases the Goods and/or acquires the Services from the Supplier as identified in the Proposal.
  Client Background IPRs: all Intellectual Property Rights in the Client Materials.
  Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to the Supplier.
  Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 21.5.
  Confidential Information: any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
  Contract: the contract between the Supplier and the Client for the sale and purchase of the Goods and/or provision of Services in accordance with these Conditions and the Proposal.
  Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form.
  Delivery Date: the date or time period specified in the Proposal for delivery of the Goods and/or provision of Services.
  Delivery Location: the location specified in the Proposal for delivery of the Goods and/or provision of Services.
  Force Majeure Event: an event, circumstance or cause beyond a Party’s reasonable control.
  Foreground IPRs: all Intellectual Property Rights in the Deliverables, other than Supplier Background IPRs.
  Goods: the goods (or any part of them) set out in the Proposal, if any, procured or acquired by the Supplier from third parties pursuant to the Services.
  Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Client and the Supplier, as confirmed in the Proposal.
  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.
  Mandatory Policies: the Supplier’s business policies and codes as prepared by the Supplier and uploaded to the Supplier’s website, from time to time.
  Order: the Client’s order for the Goods and/or Services, as set out in the Proposal.
  Order Confirmation: an order confirmation or acknowledgement in such form or medium utilised by the Supplier from time to time, sent or communicated by the Supplier to the Client, confirming the terms of the Proposal, agreeing to fulfil an Order and confirming the Order Number of the Order.
  Order Number: the number applied to an Order by the Supplier on transmission of the Proposal.
  Parties: means the Supplier and the Client and Party shall mean either one of them.
  Place and Space Design Services: developing solutions for workplace, retail, shopping centres and/or public spaces, including master planning, branding, interior design and signage, wayfinding and contractor liaison.
  Proposal: means the document, including estimate or quotation submitted by the Supplier to the Client, setting out the Services to be rendered and/or Goods to be supplied, together with any time milestone, costings and other information as prescribed from time to time by the Supplier.
  Retail Design Management Services: those services of the Supplier in assisting landlord and tenants design optimised experiences in malls and shopping centres, including acting as a liaison between tenants and asset owners to agree on retail unit designs to ensure and maintain required design standards and creation of design guides.
  Services: means the Branding and Communication Services, Place and Space Design Services and/or Retail Design Management Services or such other similar services to be rendered by the Supplier as set forth in the Proposal, including without limitation any Deliverable, to be provided by the Supplier to the Client.
  Services Specification: any specification for the Services, including any deliverable, that is agreed in writing by the Client and the Supplier as confirmed in the Proposal.
  Subcontractor: means any third party appointed by the Supplier for the purposes of rendering of the Services or supply of the Goods, in terms of clause 9.
  Supplier: Beyond Communication Ltd (registered in England and Wales with company number 05739898) with its registered address at King Street Studios, 4a King Street, London, England, W6 0QA.
  Supplier Background IPRs: all Intellectual Property Rights that are owned by or licensed to the Supplier and which are or have been developed independently of the Contract in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable the Client to receive and use the Services.
Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. The Client shall request the purchase of Goods and/or provision of Services from the Supplier, whereafter the Supplier shall provide a Proposal to the Client.
3. A Proposal for the Goods and/or Services given by the Supplier shall not constitute an offer. A Proposal shall only be valid for a period of 30 (thirty) days from its date of issue.
4. Upon transmission of the Proposal from the Supplier to the Client, the Client shall confirm the contents of the Proposal to the Supplier, in writing, within the prescribed time period. The confirmation from the Client to the Supplier in terms of this clause 2.4 shall constitute an offer from the Client to the Supplier, on these Conditions, which the Supplier shall be entitled to either:
  1. accept by means of an Order Confirmation, at which point a Contract shall come into existence; or
  2. decline at its absolute discretion.
5. The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents, including any purchase order, of the Client that is inconsistent with these Conditions.
6. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
Supply of Goods
1. The Goods and Deliverables are described in the Proposal and the Goods Specification as set out in the Proposal.
2. To the extent that the Goods are to be manufactured in accordance with the Goods Specification supplied by the Client, the Client shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Client in any such event.
Supply of Services
1. The Supplier shall supply the Services and Deliverables to the Client in accordance with the Services Specification in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. The Supplier reserves the right to amend the Services 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 the Supplier shall notify the Client in any such event.
4. The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.
Delivery of Goods and/or Services
1. The Supplier shall ensure that, in relation to the delivery of Goods:
  1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Proposal, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  2. if the Supplier requires the Client to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Client shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
2. The Supplier shall deliver the Goods and/or render the Services at the Delivery Location on the Delivery Date.
3. Delivery is completed:
  1. in respect of Goods; on either the collection of the Goods from the premise of the Supplier or dispatch of the Goods from the premise of the Supplier;
  2. in respect of Services, after the Supplier has rendered the Services as set out in the Proposal.
4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods and/or performance of Services that is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or performance of Services.
5. If the Supplier fails to deliver the Goods or render the Services, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods or services of similar description and quality in the cheapest market available, less the price of the Goods or Services. The Supplier shall have no liability for any failure to deliver the Goods and/or perform the Services to the extent that such failure is caused by a Force Majeure Event or the Client’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or performance of the Services.
6. If the Client fails to take delivery of the Goods and/or Services within 3 (three) Business Days of the Supplier notifying the Client that the Goods are ready and/or Supplier is able to render the Services, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods and/or Services:
  1. delivery of the Goods and/or performance of the Services shall be deemed to have been completed at 9.00am on the third Business Day after the day on which the Supplier notified the Client that the Goods were ready for collection or delivery and/or Services were capable of being performed; and
  2. in respect of the Goods, the Supplier shall store the Goods until actual delivery takes place and charge the Client for all related costs and expenses (including insurance).
7. If 10 (ten) Business Days after the day on which the Supplier notified the Client that the Goods were ready for delivery the Client has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods.
8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately, unless otherwise set forth in the Proposal. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.
Quality of Goods and/or Services
1. Insofar as the Goods were manufactured or produced by a Subcontractor appointed by the Client in terms of clause 9 hereunder, in the rendering of the Services, the Client shall be entitled to such warranty or other benefit, and for such period (warranty period) as either the Supplier or the Client has received from the Subcontractor, if any.
2. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 or Services set out in clause 4.4 if:
3. Except as provided in this clause 6, the Supplier shall have no liability to the Client in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
Client’s Obligations
1. The Client shall:
  1. ensure that the terms of the Proposal supplied by the Supplier and any information it provides in the Goods Specifications and/or Services Specifications are complete and accurate;
  2. co-operate with the Supplier in all matters relating to the Services;
  3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Supplier;
  4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or delivery of the Goods, and ensure that such information is complete and accurate in all material respects;
  5. prepare the Client’s premises for the supply of the Services and/or delivery of the Goods;
  6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services and/or Goods before the date on which the Services are to start and/or Goods to be delivered;
  7. to appoint a project manager (Project Manager) who shall have the authority to bind the Client on all matters relating to a Contract. The Project Manager shall also act as a liaison between the Parties and shall be responsible for acting on all requests for information and guidance given by the Supplier under the Contract;
  8. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
  9. comply with any additional obligations as set out in the Goods Specification or Services Specification.
2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services and/or delivery of the Goods until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
  3. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
Risk and Title
1. Subject to clause 11 hereunder, te title in and to the Goods and/or Services (and each Deliverable of the Services) shall, if possible, pass to the Client upon the Client making full payment of all amounts to the Supplier and the Supplier agrees that it shall, if possible, take all steps to assign any and all titles in and to the Goods and/or Services (and each Deliverable of the Services) to the Client.
2. The risk in the Goods and/or Services shall pass to the Client on completion of delivery of the Goods and/or rendering of the Services.
Subcontracting
1. The Supplier may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract to any Subcontractor of its choice.
2. The Supplier reserves the right to require that the Client and the Subcontractor contract direct with one another for the provision of any work or services to be rendered by the Subcontractor. In such instance, the Supplier shall not be liable for any failure, default or negligence on the part of the Subcontractor and the Client waives and releases the Supplier from any such claim there could be for the actions or omission of the Subcontractor.
3. The Client may request that the Supplier assist or facilitate the appointment of the Subcontractor, and, in the complete discretion of the Supplier, the Supplier may assist acting as the agent of the Client, and in the name of the Client, to negotiate and sign or otherwise conclude contracts for the provision of any work or services to be rendered by the Subcontractor in the name of and on behalf of the Client, without prior reference to the Client. Should the Supplier appoint a Subcontractor in terms of this clause 9.3, the Client
Change Control
1. Either Party may propose changes to the scope or execution of the Services and/or Goods, but no proposed changes shall come into effect until a Change Order has been signed by both Parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
  1. the Services and/or Goods;
  2. the Supplier’s existing charges;
  3. the timetable of the Services and/or Goods; and
  4. any of the terms of the Contract.
2. If the Supplier wishes to make a changes as set out above, it shall provide a draft Change Order to the Client.
3. If the Client wishes to make a change to the Services and/or Goods:
  1. it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and
  2. the Supplier shall, as soon as reasonably practicable after receiving the information at clause 10.3(a), provide a draft Change Order to the Client.
4. If the Parties agree to a Change Order, they shall sign it, and that Change Order shall amend the Contract.
Intellectual Property Rights
1. The Supplier and its licensors shall retain ownership of all Supplier Background IPRs. The Client and its licensors shall retain ownership of all Client Background IPRs.
2. The Supplier grants the Client, or shall endeavour to procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Supplier Background IPRs for the purpose of receiving and using the Goods and/or Services and the Deliverables in its business.
3. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 11.2, without the written permission of the Supplier.
4. Subject to the Client making payment of all amounts owing to the Supplier, the Supplier shall licence, on a non-exclusive basis, to the Client, the Foreground IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the Foreground IPRs. The Client agrees that, unless otherwise provided for in the Proposal, the Supplier shall be entitled to utilise the Foreground IPR, or any part thereof, in the provision of any services and/or goods for other clients other than the Client.
5. The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Foreground IPRs and the Client Background IPRs for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.
6. The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Foreground IPRs and the Client Background IPRs for the purposes of promoting the business of the Supplier, entry into awards or other industry promotions and/or showreels for promotion of the business of the Supplier.
7. The Supplier shall, promptly at the Client’s request, do (or procure the doing of) all such further acts and things and execute (or procure the execution of) all such other documents as the Client may from time to time require for the purpose of securing for the Client the full benefit of the Contract, including all rights, title and interest in and to the Foreground IPRs.
Price and payment
1. Unless otherwise provided for in these Conditions;
  1. The price of the Goods and/or Services shall be the price set out in the Proposal.
  2. The Client shall be liable for all costs, expenses or other charges which Supplier might incur in the rendering of the Services or provision of Goods and for which Client shall be liable to reimburse the Supplier which will include:
Limitation of Liability
1. References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  4. defective products under the Consumer Protection Act 1987.
3. Subject to clause 13.4, the Supplier’s total liability to the Client shall not exceed 125% of the amount so invoiced by the Supplier to the Client or £500,000 (whichever is the lesser amount).
4. Subject to clause 13.3, the following types of loss are wholly excluded from the liability of the Supplier:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
5. This clause 13 shall survive termination of the Contract.
6. The liability of the Client to the Supplier shall be unlimited, unless otherwise agreed to in the Proposal.
Termination
1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Client if:
  1. the Client commits a breach of clause 17.1;
  2. the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 (ten) Business Days of the Client being notified in writing to do so;
  3. the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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;
  4. the Client suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. the Client’s 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.
2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Client and the Supplier if the Client becomes subject to any of the events listed in clauses 14.1(c) – 14.1(e) (both inclusive), or the Supplier reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
5. Termination or expiry of the Contract, however arising, shall not affect any of the Parties’ rights and remedies that have accrued as at 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.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Consequences of Termination and Expiry
1. Termination or expiry of the Contract shall not affect any other contract between the Parties pursuant to these Conditions.
2. On termination or expiry of a Contract:
  1. subject to the Client having made payment of all amounts owing to the Supplier, the Supplier shall immediately deliver to the Client all Deliverables whether or not then complete, and return all Client Materials;
  2. the Client shall make payment of all amounts owing and/or invoiced by the Supplier on presentation of such invoices to the Supplier;
  3. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry shall not be affected;
  4. the following clauses shall continue in force: clause 1 (Interpretation), clause 11 (Intellectual Property Rights), clause 13 (Limitation of liability), this clause 15 (Consequences of termination and expiry), clause 21.2 (Confidentiality), clause 21.10 (Governing law) and clause 21.11 (Jurisdiction).
Force Majeure
1. Neither Party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues 3 (three) months, the Party not affected may terminate the Contract by giving 10 (ten) Business Days written notice to the affected Party.
Compliance with Relevant Laws and Policies
1. The Client agrees that during the tenure of this Contract, it shall:
  1. comply with all applicable laws, statutes, regulations and codes from time to time in force;
  2. comply with the Mandatory Policies.
Confidentiality
1. Each Party undertakes that it shall not at any time the Contract, and for a period of 5 (five) years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or supplier of the other Party, except as permitted by clause 18.2 hereunder.
2. Each Party may disclose the other Party’s Confidential Information:
  1. to its employees, officers, representatives, contractors, subcontractors 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, contractors, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 18; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No Party shall use any 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.
Non-Solicitation
1. The Client shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 (twelve) months after the completion of the Services or termination or expiry of the Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or consultant of the Supplier in the provision of the Services.
2. Any consent given by the Supplier in accordance with clause 19.1 above shall be subject to the Client paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee or consultant or, if higher, 20% of the annual remuneration to be paid by the Client to that employee or consultant.
Service Specific Provisions
1. General Exclusions
  1. Whilst Supplier may provide certain branding design and development services as part of the Services and/or the supply of Goods, the Supplier shall not have any responsibility to appoint solicitors or trade mark agents to carry out any trade mark, domain name or common law searches whether in respect of a name or visual concept or otherwise to assess the potential for conflict between any and all Intellectual Property Rights in the Services and/or Goods and any other third party rights.
2. Place and Space Design Services and Retail Design Management Services Exclusions
  1. The Supplier’s Place and Space Design Services and Retail Design Management Services do not include any architectural, surveying, engineering or other specialist services.
    1. The designs are intended to be for conceptual and illustrative use only and have not been prepared on the basis of any specialist architectural, surveying, engineering or other specialist knowledge and as such no condition is made or to be implied nor is any warranty given or to be implied as to their quality or suitable for any particular purpose.
    2. The Client shall employ or appoint appropriately qualified and authorised experts to satisfy itself as to the suitability or fitness for any purpose and as to all local building and planning laws and regulations in the jurisdiction in respect of which the Client intends to utilise the Place and Space Design Services and Retail Design Management Services.
3. Place and Space Design Services and Retail Design Management Services Exclusions – Should any Services under the Supplier’s Place and Space Design Services and Retail Design Management Services constitute a construction contract under the Housing Grants, Construction and Regeneration Act 1996 (“as amended”), the following provisions shall apply in respect of payment and disputes:
  1. Payment provisions
    1. Should the Proposal provide for any milestone payments, the date for the first milestone payment shall be 7 (seven) days following the date provided for in the Proposal and thereafter 7 (seven) days after each subsequent date provided in the Proposal (being the Valuation Date). The Supplier shall not later than 5 (five) days before each Valuation Date issue its application for payment together with how that sum has been calculated and any supporting information.
    2. The due date for the Payment shall be 5 (five) days after the relevant Valuation Date (the Due Date). No later than 5 (five) days after the Due Date the Client shall issue to the Supplier a certificate stating the sum that it considers to be or have been due to the Supplier at the Due Date (setting forth the basis upon which it has been calculated) (Payment Certificate).
    3. If a Payment Certificate is not issued in accordance with clause 20(3)(a)(i) above, the Supplier shall at any time after the last day for the issuing of a Payment Certificate give a notice to the Client stating the sum that the Supplier considers to have become due to it at the due date (setting forth the basis upon which it has been calculated (Payment Notice).
    4. Subject to clause 20.3(a)(viii), the final payment date of each milestone payment or final payment, shall be 30 (thirty) days from its due date.
    5. Subject to any Pay Less Notice given by a Party under clause 20.3(a)(viii), the paying Party shall pay the sum stated as due in the Payment Certificate on or before its final date for payment.
    6. If a Payment Certificate is not issued, but a Payment Notice has been or is then given, the Client shall subject to any Pay Less Notice, pay the Supplier the sum stated as due in the Payment Notice.
    7. Where a Payment Notice is given, the final date for payment of the sum specified in it shall for all purposes be regarded as postponed by the same number of days after the last date for issue of the Payment Certificate that the Payment Notice is given.
    8. Where the Client intends to pay less than the sum stated as due from it in a Payment Certificate or Payment Notice, the Client shall not later than 5 (five) days before the final payment date for give the other Party notice of that intention specifying the amount proposed to be withheld and the ground for withholding payment or, if there is more than one ground, each ground and the amount attributable to it together with how such sums have been calculated.
  2. Adjudication
    1. Any dispute or difference arising under or connect with these Conditions may be referred to adjudication at any time by either Party under the Housing Grants, Construction and Regeneration Act 1996 (“as amended”) in accordance with the Scheme for Construction Contracts Regulations 1998 (“as amended”) (“the Scheme”) save that the following amendments to the Scheme shall apply:
      1. For the purposes of the Scheme, the adjudicator shall be the person appointed by the President or Vice President of the Royal Institution of Chartered Surveyors (“RICS”).
      2. If such person fails to give his decision in accordance with the provisions of paragraph 20 – 22A of the Scheme the President or Vice President of RICS shall appoint another person from time to time to act as adjudicator in place of such persons. Provided that, if any dispute or difference arising under this Sub-Contract raises the same or parallel issues as a related dispute or difference between the Contractor and any third party which has already been referred to adjudication, the parties shall (wherever practicable) refer the dispute or difference under this Sub-Contract to the same adjudicator for decision and such adjudicator shall be “the adjudicator” for the purposes of this Sub-Contract in respect of such dispute or difference.
      3. The adjudicator shall not be liable for anything done or omitted to be done in the performance of his functions as adjudicator unless the act or omission is in bad faith and any employee or agent of the adjudicator shall be similarly protected.
      4. The Contractor and the Sub-Contractor shall not (save in the proper course of disclosure to their professional advisers) for any reason disclose to any person or otherwise make use and shall maintain strict confidence and secrecy in respect of any intention to refer any dispute to adjudication or any matter or information arising in or under any adjudication of any dispute.
General
1. Assignment and other dealings.
  1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Client may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
2. Data Protection
  1. The Parties shall comply with their data protection obligations as set out in the Supplier’s data protection policy (as amended from time to time) which can be viewed with the Mandatory Policies and at https://beyondlondon.com/privacy-cookies.
3. Entire agreement.
  1. The Contract constitutes the entire agreement between the Parties.
  2. Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
4. Variation.
  1. No variation of this Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
5. Waiver.
  1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
6. Severance.
  1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 21.7 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
7. Notices.
  1. Any notice given to a Party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) at the following addresses:
    - Supplier: King Street Studios, 4a King Street, London, England, W6 0QA.
    - Client: The address specified in the Proposal.
  2. Any notice shall be deemed to have been received:
    1. if delivered by hand, at the time the notice is left at the proper address;
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
  3. 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.
8. Third party rights.
  1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person other than the Parties.
9. Governing law.
  1. 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.
10. Jurisdiction.
  1. Unless otherwise provided for in these Conditions, 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.

Terms & Conditions

Interpretation

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