Canning + Sheridan Ltd
This Agreement sets out the terms and conditions on which Canning & Sheridan Interiors Limited (“C+S”) will supply you (“Client”) with the services set out in the Engagement Schedule. By signing and returning a copy of the Engagement Schedule you agree to be bound by the terms herein.
IT IS HEREBY AGREED between the parties hereto as follows:
In consideration for the payment of the Charges and subject to the terms and conditions hereof C+S Interiors shall provide the Services expressly defined in the Schedule to this Agreement starting on the Delivery Date set out therein. Where Services include a design stage, the terms and conditions for such Services shall include the project brief produced by C+S and in the event of any conflict the terms of the project brief shall prevail.
2 CHARGES AND PAYMENTS
The Services will be provided at the fixed price in accordance with the schedule. Full payment will be due prior to the Delivery Date unless alternative payment provisions are set out in the schedule. Where payment is not received then C+S may withhold the Services until such time as the payment is received.
The cost of travel, telephone calls, photocopying, printing, materials, samples and any other reasonable expenses incurred by C+S in the performance of this Agreement shall be included in the Charges unless explicitly set out in the Schedule.
Invoices rendered by C+S to the Client shall be paid by the Client in full without discount, deduction, set-off or counterclaim of any kind within thirty days of the invoice date or within a period specified in the schedule of services.
A client may within 5 days of receipt of an invoice send a written notice if the client intends to withhold payment of any part of that amount and the grounds for doing so. If no such notices are given the client shall pay the amount as stated in the invoice.
All Charges hereunder are exclusive of VAT and any other taxes or duties that shall be charged in addition at the rates in force at the time of application.
Should the Client fail to make any payment due under the terms of this Agreement by the due date for payment to C+S, then C+S shall be entitled without prejudice to any other right or remedy to charge the Client interest on the amount outstanding on a daily basis at the rate of 5 per cent per annum above the base rate of the Bank of England from time to time in force, such interest to be calculated from the due date for payment thereof to the date of actual payment.
3 CANCELLATION AND POSTPONEMENT
In the event that the Client wishes to postpone or cancel the Services at any time before their completion or delivery, it must notify C+S in writing and comply with the terms of this clause 3 set out below.
If the cancellation is more than 1 week and less than four weeks the 50% will be charged. If the cancellation is within 1 week then the full amount is payable. On receipt of such written notice of cancellation, CS Interiors will forthwith cease all design Services save that all design incurred shall be charged.
Where services are postponed then C+S will endeavor to arrange a mutually acceptable date for delivery.
4 INTELLECTUAL PROPERTY RIGHTS
All design rights, copyright and any other intellectual property rights used, embodied in or created pursuant to the provision of the Services by C+S (“Material”) shall be and shall remain the sole property of C+S. No title or intellectual property rights in the Material or in any modification or extension thereof shall pass to the Client. The Client also agrees that it shall not alter or remove from the Material any details of ownership or intellectual property rights used or embodied in or in connection with Material.
No Material created by C+S pursuant to the Services may be copied or published without C+S prior written consent.
5 LIMITATION OF LIABILITY
C+S shall not be liable for any failure or damage caused by the Services unless the failure can be directly and solely attributable to C+S.
In the event that CS Interiors fails to comply with its obligations under this Agreement then it shall be entitled to be given a reasonable opportunity to correct any errors and re-perform its obligations and provide the services hereunder.
In the event that C+S’s failure to comply with its obligations is not remedied as above then the total amount of C+S liability to the Client for all losses, damages, costs, claims and expenses howsoever and whenever arising under this Agreement shall not exceed in aggregate the amount paid to C+S under this Agreement. In no event shall C+S be liable to the Client for any consequential, indirect or economic loss or damage, loss of profits or revenue, loss of savings, interest or production, loss of business or business benefit whether such losses or damages arise in contract or tort.
The sum set out in this Clause 5 represents the total liability accepted by C+S for any claims arising under or in connection with this Agreement.
References to clauses and schedules shall be to clauses and schedules of this Agreement. The schedules to this Agreement form part of this Agreement and shall be interpreted accordingly.
The waiver by either party of its rights in respect of any breach of any provision of this Agreement shall not be taken or held to be a waiver in respect of any subsequent breach thereof.
No alteration, modification or addition to this Agreement shall be valid unless made in writing and signed by the duly authorised representatives from both parties.
Neither party or any of its employees, servants, agents or sub-contractors shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in the performance of any of the services or work to be supplied hereunder caused directly or indirectly by an Act of God or by any other event or circumstance beyond the reasonable control of that party.
If any part of this Agreement is found to be unreasonable, invalid or unlawful under any enactment or rule of law the Court shall have the power to strike out or override that part whether it be an entire clause or clauses or some part or parts thereof and enforce this Agreement as if the offending part or parts had not been included.
The clause headings in this Agreement are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement.
Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against C+S and such third parties shall not be entitled to enforce any term of this Agreement against C+S.
This Agreement constitutes the entire Agreement between the parties. Other than as expressly stated otherwise in this Agreement neither party shall be under any liability for any representations made prior to or during the operation of this Agreement.
This Agreement shall be governed and construed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the Courts of England.
CANNING + SHERIDAN LIMITED is a limited company registration number 04929364