CONSULTANCY AGREEMENT
DATED 10.01.2024
Agreed terms
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Brief: means the document prepared by the Customer and communicated to the Consultant, containing the most up to date requirements for the Project issued and approved by the Customer including ergonomic factors, aesthetic factors, cost and maintenance which will be needed, including quality and safety requirements. Any changes in the Brief shall be notified to the Consultant immediately.
Charges: the charges payable by the Customer for the supply of the Services by the Consultant, as set out in the Contract Details and Schedule 1.
Conditions: these terms and conditions set out in 1 (Interpretation) to 16 (General) (inclusive).
Contract: the contract between the Customer and the Consultant for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Consultant.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Decorations: decoration of walls, ceilings floors, including but not limited to specialist decorations, wall finishes, and floor designed and/or specified by the Customer.
Deliverables: all documents, products and materials developed by the Consultant or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details.
FF&E: furnishing, furniture, decor, fittings and equipment, including but not limited to loose furniture, curtains, carpets, fixtures, materials etc. designed and/or specified by the Customer.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Other Person: any person, company or firm, other than the Consultant or any sub-consultant of the Consultant, including but not limited to consultants, contractors, sub-contractors, specialists, statutory bodies or undertakers, approving or adopting authorities, who have performed or will perform work or services in connection with the Project.
Project: means the project defined in the Project Data.
Project Data: means the detailed plan, prepared by the Contractor, containing step-by-step actions for the Consultant, including timeframe for each step.
Services: the services, including without limitation any Deliverables, to be provided by the Consultant pursuant to the Contract, as described in Schedule 1.
Services Start Date: the day on which the Consultant is to start provision of the Services, as set out in the Contract Details.
Consultant IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
Timetable: the program for performance of the Services:
1a) as specified in Schedule 1, or where no such program is specified, a fair and reasonable period; or
1b) subsequently, the latest program approved by the Customer.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax and email.
2. Commencement and term
The Contract shall commence on the date when the invoice issued by JL Interior Design Studio Ltd the has been paid and signed by the client and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 1 months' written notice to terminate, expiring on or after the completion of the project.
3. Supply of services
3.1 The Consultant shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, the Consultant shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
(c) comply with:
(i) all applicable laws, statutes, regulations and codes from time to time in force; and
(ii) the Mandatory Policies, provided that the Consultant shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.
(d) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Consultant may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with the Consultant in all matters relating to the Services;
(b) provide, for the Consultant, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Consultant or any of them;
(c) provide, in a timely manner, such information as the Consultant may reasonably require, and ensure that it is accurate and complete in all material respects.
4.2 If the Consultant’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Consultant shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Consultant sustains or incurs that arise directly or indirectly from such prevention or delay.
4.3 The Customer shall issue approvals to the Consultant within the timeframe indicated by the Consultant. If the Customer delays such approvals, the Consultant shall be entitled to extend the time frame for completing the works. Similarly, if the Customer delays payment for the Consultant’s works and / or retains payments from the Consultant’s invoices, the Consultant shall be entitled to stop the works immediately until the payments have been made in full.
5. Collaboration
5.1 The Consultant shall collaborate with contractors and other persons named in the Project Data in order to integrate information received from them into the Consultant’s work.
5.2 The Consultant shall be entitled to rely on the information supplied by the contractors and other persons named in the Project Data and shall have no liability for mistakes and damages caused by delays, inaccuracy, incompleteness of the supplied information.
6. Estimates
6.1 Any timeline in the Brief and the Project Data are estimates only, which will be modified and agreed between the Consultant and the Customer separately as the works on the Project progress.
6.2 For the purposes of this Contract, the time estimates in the Brief and the Project Data are not of the essence.
7. Photography and publicity
7.1 The Consultant shall have the right to take professional photographs of the Project and the Customer shall give reasonable access to the Project for this purpose for 6 months after practical completion of the Project.
7.2 The Consultant shall have the right to display photographs of the Project on its company website and marketing materials. No street names or house numbers relating to the Project will be disclosed to the public.
7.3 If the Customer, acting unreasonably, withdraws its consent to give reasonable access to the Project as stated in Clause 7.1 and to use photographs as stated in Clause 7.2, the Customer shall pay the Consultant a fixed charge calculated as 30% of the total amount paid to the Consultant for this Project.
8. Sub-contracting
8.1 With the consent of the Customer, not to be unreasonably withheld or delayed, the Consultant has the right to appoint a sub-contractor to perform part of the Services. In this case, the Consultant will make payments for performance of the agreed part of the Services directly to sub-contractors.
8.2 If the Customer enters into a sub-contract with sub-contractors to perform part of the Services, then the payments for the same will be made by the Customer to sub-contractors. In such case, the Consultant shall not be responsible for the part of the Services performed by sub-contractors.
9. Signing off
On completion of each milestone of the Project, as agreed between the Customer and the Consultant, the Customer will sign off the completed works in writing.
10. Debrief Meeting
10.1 Prior to the final day, we will have a follow up day in which the Consultant will send the Customer photos to evidence the delivery of the furniture and the arranging of the same furniture. Following this, a meeting will be arranged for the Customer to accept the delivery and work completed.
10.2 At the point of payment of the final account, the Consultant will give a reasonable notice to the Customer to attend a debriefing handover meeting on site. The Customer and/or its authorised representative shall attend the meeting. During this meeting, any snagging issues shall be raised and recorded and a one month contingency period from that date will be given during which time any further grievances must be raised. After that date, the Consultant may charge a handling fee.
10.3 Once snagging issues have been resolved to the satisfaction of both the Customer and the Consultant, the Customer shall sign off each snagging issue individually.
10.4 Settlement cracks are often inevitable and are subject to a defined defects liability period specified by the Customer’s contactors. The Consultant shall not be responsible for any damage caused by third party sub-contractors.
11. Data protection
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Consultant is the Processor.
12. Intellectual property
12.1 The Consultant and its licensors shall retain ownership of all Consultant IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
12.2 The Consultant grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Consultant IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer's business during the term of the Contract. For the avoidance of any doubt, the Consultant would grant the same to the Customer only upon the Customer paying all the sums due.
12.3 The Customer grants the Consultant a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
12.4 The Consultant shall indemnify the Customer in full against any sums awarded by a court against the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the receipt or use of the Services by the Customer.
12.5 The Customer shall indemnify the Consultant in full against any sums awarded by a court against the Consultant arising of or in connection with any claim brought against the Consultant for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the Consultant.
13. Charges and payment
13.1 In consideration for the provision of the Services, the Customer shall pay the Consultant the Charges in accordance with this clause 13.
13.2 Any additional work, including disbursement, beyond the Brief will be charged separately and calculated based on hourly rates as stated in the table below:
| ITEM | AMOUNT |
|---|---|
| Attendance at the site (not more than 2 hours) | £500 |
| ROLE | RATE |
|---|---|
| Director / Lead Architectural Designer | £250 |
| Senior Architectural Designer | £120 |
| Architectural Designer | £112 |
| Project Manager | £112 |
13.3 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Consultant at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
13.4 The Consultant shall submit invoices for the Charges plus VAT if applicable to the Customer. In addition to clause 13.4, payments will be split in two instalments. The first payment will be due at phase 4, and the second will be issued before the furniture is ordered.
13.5 The Customer shall pay each invoice due and submitted to it by the Consultant, within 14 days of receipt, to a bank account nominated in writing by the Consultant.
13.6 If the Customer fails to make any payment due to the Consultant under the Contract by the due date for payment, then, without limiting the Consultant’s remedies under clause 15 (Termination):
(a) the Customer 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 clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(b) the Consultant may suspend all Services until payment has been made in full.
13.7 All amounts due under the Contract from the Customer to the Consultant shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14. Limitation of liability
14.1 The Consultant has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £ 2 000 000 per claim. The limits and exclusions in this clause reflect the insurance cover the Consultant has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
14.2 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
14.4 Nothing in this clause 14 shall limit the Customer's payment obligations under the Contract.
14.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
14.6 Subject to clause 14.3 (No limitation in respect of deliberate default), clause 14.4 (No limitation on customer's payment obligations), and clause 14.5 (Liabilities which cannot legally be limited):
(a) the Consultant’s total liability to the Customer:
(i) for loss arising from the Consultant’s failure to comply with its data processing obligations under 11 (Data protection) shall not exceed £ 100 000; and
(ii) for all other loss or damage shall not exceed the value of this agreement.
(b) the Customer's total liability to the Consultant:
(i) for loss arising from the Customer's failure to comply with its data processing obligations under 11 (Data protection) shall not exceed £ 100 000; and
(ii) for all other loss or damage shall not exceed the value of this agreement.
14.7 The caps on the parties' liabilities shall be reduced by:
(a) payment of an uncapped liability;
(b) amounts awarded or agreed to be paid under the Contract; and
(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
14.8 Subject to clause 14.3 (No limitation in respect of deliberate default), clause 14.4 (No limitation on customer's payment obligations), and clause 14.5 (Liabilities which cannot legally be limited), this clause 14.8 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
14.9 The Consultant does not warrant and is not responsible for the following:
(a) compliance with the project cost and / or Timetable, which may need to be reviewed for such matters as, but not limited to:
(i) approved variations arising from design development requested by the Customer;
(ii) delays caused by any Other Person; and / or
(iii) any other factors beyond the control of the Consultant;
(b) the competence, performance, work, services, products or solvency of Other Persons appointed by the Customer.
(c) the accuracy of any survey made by the Consultant unless the survey is specially commissioned by the Client as part of the Services.
14.10 The Consultant has given commitments as to compliance of the Services with relevant specifications in Schedule 1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.11 Unless the Customer notifies the Consultant that it intends to make a claim in respect of an event within the notice period, the Consultant shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 1 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
15. Termination
15.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it unilaterally by giving a one week notice without explaining reasons for such decision.
15.2 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.3 Without affecting any other right or remedy available to it, the Consultant may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
15.4 On termination of the Contract for whatever reason:
(a) the Customer shall immediately pay to the Consultant all of the Consultant’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant may submit an invoice, which shall be payable immediately on receipt;
(b) 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; and
(c) termination or expiry of the Contract shall not affect any of the 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.
16. General
16.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
16.2 Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Consultant’s prior written consent.
(b) The Consultant may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
16.3 Confidentiality
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by 16.3. For the purposes of this 16.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 16.3; and
(i) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
16.4 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of 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.
16.5 Variation
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.6 Waiver
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this 16.7 shall not affect the validity and enforceability of the rest of the Contract.
16.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(iii) 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
(iv) sent by email specified on the coversheet.
(b) Any notice or communication shall be deemed to have been received:
(v) if delivered by hand, at the time the notice is left at the proper address;
(vi) 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; or
(vii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 16.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This 16.8 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.
(d) A notice given under the Contract is not valid if sent by email.
16.9 Third party rights.
(a) Unless it expressly states otherwise, 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
16.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
16.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
BRIEF AND SCHEDULE 1
Services. Charges and Timelines
SCOPE OF SERVICES
| PHASE | DESCRIPTION |
|---|---|
| 1. Design |
Concept Development Phase Development 1. Prepare initial design concepts and for this to be discussed with the Customer. This is to include mood boards and room layouts where appropriate to demonstrate the proposed design concept. 2. Develop the design concept (this will be in the form of a collage of the selected furniture) including CAD 2D room, the arrangement of the furniture in a plan form and full furniture layouts. 3. Presentations can be held online to suit the Customer and the design proposals can be delivered via email or post for sign-off. Additional Services that may be provided at a separate fee, outlined in the Rate Card below: 4. Visit the Site and perform the initial assessment. 5. Consult on the need for additional services by external consultants or contractors. 6. Provide CAD 2D drawings of the site. 7. Layout of bathroom design, kitchen changes, and bespoke furniture. 8. Prepare photorealistic CGI of selected rooms, if requested by the Customer. 9. Select and prepare the specification of all wall finishes, colours and decorations. |
| 2. Pre-construction |
Design Development & Detailing Phase Ready for Tender 1. Prepare specifications and schedules of finishing, fixtures and fittings. 2. Prepare design concept documents required for costing purposes. 3. Hand over the package to the Customer for approval. |
| 3. Furnishing |
Furnishing Design, Procurement, and Installation Phase 1. Prepare an FF&E proposal based on the approved specifications and discuss with the Customer. This includes image board and layouts. 2. Source and specify all internal loose furniture, decorative lighting and window treatments including images. 3. Discuss with the client any client-supplied artwork, if applicable. 4. Procure all furniture, decorative lighting and window treatments in accordance with Annexes A. 5. Monitor and coordinate delivery/installation of all furnishings. 6. Delivery of the furniture (and the storage, if applicable). 7. Arranging and styling of the furniture. Additional Services that may be provided at a separate fee, outlined in the Rate Card below: 1. Design bespoke furniture and headboards where required and work on corresponding drawings (including shop drawings) together with selected furniture contractors. |
FEES & EXPENSES
Professional service fees
Based on the property net area, the Basic Fee for Services shall be calculated as a total sum or sums and outlined in the invoices sent to the Customer. All costs are subject to VAT at the current rate unless specified.
Payment schedule
| INSTALMENT | FEE |
|---|---|
| Start of the Phase 1 | 50% |
| End of the Phase 3 | 50% |
Rate card
Additional Services out of the outlined project scope will be billed separately based on the hours spent. The following hourly rates apply:
| RESOURCE | HOURLY RATE, GBP |
|---|---|
| Director / Lead Architectural Designer | £250 |
| Senior Architectural Designer | £120 |
| Architectural Designer | £112 |
| Project Manager | £112 |
Expenses
Other expenses and disbursements associated with performing the services are not included into the provided quote and will be billed separately upon completion of each phase. These include:
Travel expenses, including public transport, congestion charges and parking;
Courier services;
Document printing;
Project Running
The project will be led by the Director who would be supported by design assistance across interior architecture and interior furnishing, where required.
Procurement
All loose furniture, window treatments, rugs and decorative lighting will be purchased acting on behalf of the Customer.
Amendments & Additional
The service allows for up to two rounds of amendments following Сustomer’s comments at the initial presentation meeting up to the end of Phase 2. It is possible to change the models of furniture or lighting or decoration, if this does not affect the technical components of the project such as drawings, if the Customer has paid additional for. Any further requirements and/or amendments to the outlined scope of works will be charged based on the rate card provided above.
Management
JL Interior Design Studio shall not be responsible for financial or time management of project contractors and reserves the right to ask the Customer to pay contractors directly.
Services
Our Interior Architecture service would not be available independent of our furnishing service.
Overseas travel, only if necessary to source items abroad
All telephone communication necessary for Jenny Ly Studio business by an employee of Jenny Ly Studio whilst conducting business on Customer’s project abroad will be re-charged to the Customer. The cost of all travel expenses shall be reimbursed by the Customer. This shall include airfares, transfer to and from airports, accommodation and daily allowance whilst travelling. The Customer shall also cover the cost of temporary travel insurance and associated expenses, where required. Consultant charges a daily rate for overseas travel for each member of the Consultant team involved whilst out of the office. This figure amounts to £250.00 + VAT per person.
Shipments
The Customer shall pay for all presentation materials and other documents dispatched overseas when required and all associated delivery costs.
Carriage & Taxes
The outlined estimates do not include carriage, delivery, local taxes or import duties unless stated otherwise. The associated fees will be charged to the Customer separately The cost of shipping may be specified on the invoice provided to the Customer.
Annex A to Schedule 1
Consultant supplying FF&E as agent or supplier
A1 FF&E General
A1.1 Procured items
The Consultant shall act as an agent for the Customer when the Consultant is procuring supply, delivery and / or installation of FF&E. For the avoidance of doubt, contractual relationship and payment obligation will therefore arise between the Customer and a relevant supplier.
The Consultant shall identify the FF&E items required for the Project and shall take reasonable steps to ensure that:
a) FF&E items are procured in accordance with this Annex A and under terms and conditions of sale which are not subject to onerous limitations and exclusions of liability;
b) FF&E items are of reasonable quality, fit for purpose and delivered to the Site in good order; and
c) Any faulty FF&E items are replaced in accordance with the terms and condition of sale provided that such fault was notified within a reasonable period, depending on the product’s durability.
A1.2 Order cancelation
The Customer acknowledges that:
a) In the event the Customer instructs the Consultant to cancel an order, the Customer shall reimburse the Consultant for such cancelation cost;
b) Cancelation of a stock item may be subject to a cancelation charge or other conditions outlined between the Customer and a relevant supplier; and
c) In the event the Customer does not order or orders only part of the approved FF&E items at the completion of the Pre-Construction phase, the Customer shall pay the Consultant 30% of the mark-up fee as specified in the Project budget in Schedule 1.
d) In the event the Customer purchases furniture themselves, a 15% mark-up fee as specified in the Project budget in Schedule 1 will be made applicable.
e) During the ordering stage, furniture may be returned as long as it is in line with the furniture provider’s policy. As for the services provided by JL Interior Design Studio Ltd, funds for outstanding work will be refunded, but funds for work that has already been completed will not be refunded.
A1.3 Bespoke FF&E
Where bespoke FF&E items are required, the Consultant will provide the Customer with design specifications including line drawings, measurements, full description, hardware details and best likeness finish samples for the Customer’s approval where possible.
As those FF&E items are manufactured bespoke, variations from the specifications provided by the Consultant may occur; therefore, in each case, a supplier shall take its own measurements in order to adjust the design specifications provided by the Consultant. The Consultant shall not be liable for any defects in manufacture of the bespoke FF&E items since the supplier took and / or adjusted the relevant measurements itself.
The Customer shall approve specifications and drawings by signing them and notifying the Consultant of the same. Any alterations or amendments after production has commenced require written instructions from the Customer and further signing off of the corrected drawings.
The Consultant shall not be liable for any delays in manufacture and the overall delay of the Project due to Customer’s instructions for amendments.
If the Customer wishes to cancel any approved FF&E bespoke item, the Customer shall notify the Consultant without delay in writing. The Customer shall pay cancelation costs in accordance with A1.2(a).
A1.4 Commissioned artwork and framing
Bespoke artwork is commissioned at the Customer’s risk.
Once the Customer has given its approval for the bespoke artwork, no alterations or amendments may be made to the initial instructions.
Any cancelations to the approved bespoke artwork shall be made by the Customer in writing without delay and any costs due to such cancelation shall be passed to the Customer.
The Consultant shall not be liable and shall have no responsibility for the finished artwork.
A1.5 Prices of supplied items
The Customer shall pay for the supplied items in accordance with their prices in the tendered schedule of FF&E.
The Consultant shall notify the Customer of changes in the budget sum if:
a) It is not possible, within the reasonable control of the Consultant, to obtain any specified FF&E item and the Customer instructed the Consultant to replace such item with an alternative substitute; or
b) A manufacturer / supplier made changes to the original price before such item has been delivered.
A1.6 FF&E storage
If the Customer instructs that all or any FF&E items to be stored off the Site prior to their installation, the Customer shall reimburse the Consultant or a supplier for any additional storage or other costs.
A1.7 Defects
The Customer shall be responsible for checking and accepting FF&E items.
If any FF&E item is defective, the Customer shall notify the Consultant in writing:
a) within 7 days of the delivery date of any apparent defect in an item. For the avoidance of any doubt, the Customer must ensure that it notifies a relevant supplier of such defect, in accordance with their contractual relationship;
b) within the relevant warranty period (as per the contractual relationship between the Customer and a relevant supplier) after discovering an apparent fault in an item which has been in use unless such fault is caused by accident or fair wear and tear.
A1.8 Guarantees and warranty
The Consultant shall assign to the Customer any available guarantees and warranties relating to FF&E items. The Customer acknowledges that the Consultant does not provide any warranty with regard to FF&E items supplied. Such items are subject to manufacturers’ / relevant supplier warranties only.
A1.9 Liquidation and insolvency
In the event suppliers and manufacturers of FF&E items are insolvent or in a process of liquidation, the Consultant shall not be liable to cover any associated costs.
A1.10 Installation
Installation of FF&E items shall be carried out by contractors or suppliers. The Customer shall:
a) make the premises available for installations;
b) make available a reasonable space in the premises for tools and materials to carry out installations;
c) make available toilet and washing facilities, heating, water and electricity;
d) procure that installations are carried out from Monday to Friday between 09:00 and 19:00 hours.
The Consultant shall ensure that it is present during installation of FF&E items and that those items are installed in the correct places.
As long as the Project’s location is in London, the Consultant shall ensure that it is present during the installation of FF&E items and that those items are installed in the correct place.
If the Project’s location is outside London, then Consultant presence during installation of FF&E would be charged separately following our hourly rates, specified in Clause 13.2 of the Agreement or at any other rate as may be communicated by the Consultant in writing.
A1.11 Customer’s own supply of goods
Sourcing and supply of FF&E by the Customer is not encouraged in order to maintain integrity of the Project. However, if the Customer wishes to include existing pieces and customer-sourced items, this is to be discussed and agreed with the Consultant at the start of the Project.
Should the Customer require the Consultant to accompany the Customer to purchase FF&E directly from retailers, a fee of £250 per day shall be paid to the Consultant.
Should the Customer require the Consultant to coordinate FF&E installation purchased by the Customer, a 20% handling fee will be applied on all retail prices paid by the Customer.
A2 Procurement of FF&E as Agent
A2.1 Procured items
Sections A1 and A2 of this Annex A shall apply where:
a) In accordance with Schedule 1, the Consultant is to procure delivery and / or installation, but not supply, of FF&E items; and
b) The Customer instructs the Consultant to accept such delivery and installation.
A2.2 Invoices and payment
Prior to delivery of FF&E items, the Consultant shall:
a) Certify the amounts due to the supplier and pass invoices to the Customer for payment.
A2.3 Customer’s responsibility
All FF&E approved by or submitted for approval to the Customer and delivered to it shall be at the sole risk of the Customer.
A2.4 Rights relating to supply of FF&E
Rights relating to supply of FF&E under this Annex A are in addition to any statutory rights that may apply.