Biss Interiors Terms & Conditions

BISS INTERIORS LONDON LTD 

TERMS & CONDITIONS OF BUSINESS – 

1. Parties 

This Terms and Conditions Agreement (the “Agreement”) is entered into on [Effective immediately], by and between: 

Service Provider: Biss Interiors London Ltd London Ltd Business Address: Earls Lane, Slough SL1 5DJ Email: Basma@bissinteriorsldn.co.uk 

2. Scope of Services 

The Service Provider shall provide interior design, e-design, home staging, bespoke furniture design, project coordination, and/or construction and renovation services as detailed in an agreed proposal, quotation, or work order (“Services”). 

Any services not expressly listed are excluded unless agreed in writing. 

3. Fees & Payment Terms 

3.1 Fees Fees shall be as outlined in the approved proposal or quotation. 

3.2 Deposit A non-refundable deposit of [amount/percentage] is required prior to commencement. No work shall begin until the deposit has cleared. 

3.3 Progress & Final Payments Invoices are payable within 30 days unless otherwise stated. The Service Provider reserves the right to suspend work if payments are overdue. 

3.4 Late Payments Late payments shall accrue interest at 5% per month or the maximum permitted under the Late Payment of Commercial Debts (Interest) Act 1998. 

3.5 Additional Costs Variations, scope changes, or unforeseen costs shall be charged separately and approved in writing. 

4. Client Responsibilities 

The Client shall: - Provide accurate information, approvals, and timely decisions - Ensure access to the property - Maintain adequate insurance - Obtain required permissions unless agreed otherwise 

The Service Provider shall not be liable for delays or defects caused by inaccurate information, late approvals, or third-party failures. 

5. Project Timeline & Delays 

All timelines are estimates only. The Service Provider shall not be liable for delays caused by: - Supply chain disruptions - Contractor or supplier delays - Weather conditions - Acts of God or Force Majeure events 

6. Force Majeure (Acts of Law & Events Beyond Control) 

6.1 The Service Provider shall not be deemed in breach of this Agreement nor liable for any failure, delay, or interruption in the performance of its obligations where such failure or delay arises from events beyond its reasonable control (Force Majeure Events). These events include, but are not limited to: 

• Acts of God, including fire, flood, storm, earthquake, or other natural disasters; 

• War, terrorism, civil unrest, riots, or acts of sabotage; 

• Pandemics, epidemics, public health emergencies, or government-imposed restrictions, lockdowns, or guidance; 

• Changes in law, legislation, regulations, statutory instruments, or governmental or local authority requirements, including those made under emergency powers; 

• Strikes, industrial action, labour shortages, or supply-chain disruption; 

• Import or export restrictions, customs delays, sanctions, or border controls. 

This clause shall be interpreted in accordance with English common law principles of force majeure and frustration, including where applicable the Law Reform (Frustrated Contracts) Act 1943. 

6.2 Where a Force Majeure Event occurs, the Service Provider shall notify the Client as soon as reasonably practicable and shall be entitled to a reasonable extension of time for performance. The Service Provider shall not be liable for any loss, cost, or damage arising from such delay. 

6.3 If the Force Majeure Event continues for a continuous period of more than sixty (60) days, either party may terminate this Agreement by written notice without penalty. 

6.4 Refunds Following Force Majeure Termination In the event of termination under this clause, any refund shall be strictly limited to sums paid for Services that: 

1. have not yet been performed; and 

2. have not been approved for manufacture, procurement, ordering, or commitment to third-party suppliers. 

No refund shall be due for: - bespoke, made-to-order, or manufactured items; - Services already completed or partially completed; - non-cancellable supplier or manufacturing commitments entered into in reliance on Client approval. 

This refund position is consistent with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Supply of Goods and Services Act 1982. 

7. Compliance With Law 

The Agreement shall be governed by and interpreted in accordance with: - Consumer Rights Act 2015 (where applicable) - Supply of Goods and Services Act 1982 - Health and Safety at Work Act 1974 - Late Payment of Commercial Debts (Interest) Act 1998 

Nothing in this Agreement limits statutory consumer rights. 

8. Intellectual Property 

All designs, drawings, visuals, mood boards, concepts, specifications, and creative materials produced by the Service Provider remain the intellectual property of the Service Provider until full payment has been received, in accordance with the Copyright, Designs and Patents Act 1988 (“CDPA 1988”). Any unauthorised use, reproduction, adaptation, or 

distribution prior to full payment shall constitute copyright infringement and may result in legal action, including claims for damages and injunctive relief. 

Upon full payment, the Client is granted a limited, non-exclusive, non-transferable, and revocable licence for personal use only, as defined under the CDPA 1988. The Client shall not copy, reproduce, modify, resell, sublicense, publish, or share the designs or any part thereof with third parties, contractors, or suppliers without the Service Provider’s prior written consent. Any unauthorised use shall be deemed an infringement of copyright and intellectual property rights. 

The Service Provider retains the irrevocable right to photograph, video, reproduce, and publish completed or partially completed works for portfolio, marketing, promotional, editorial, award submissions, website, social media, and advertising purposes, in accordance with the Copyright, Designs and Patents Act 1988 and applicable data protection laws. This right shall survive termination of this Agreement. 

9. Limitation of Liability 

To the fullest extent permitted by law: - Liability is limited to the total fees paid - No liability for indirect, consequential, or economic loss - No responsibility for workmanship of third-party contractors 

Nothing limits liability for death or personal injury caused by negligence. 

10. Indemnity 

10.1 The Client shall fully indemnify, defend, and hold harmless the Service Provider, its directors, employees, contractors, and agents against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: 

1. any breach by the Client of this Agreement, including but not limited to failure to make payments when due, failure to provide timely approvals, or failure to comply with agreed instructions, specifications, or timelines; 

2. any inaccurate, incomplete, misleading, or late information, instructions, measurements, surveys, budgets, drawings, or approvals supplied by the Client (directly or indirectly), which result in loss, defect, delay, variation, or additional cost; 

3. the Client’s failure to obtain, maintain, or comply with any required planning permissions, building control approvals, landlord or freeholder consents, licences, or insurance policies, in accordance with the Town and Country Planning Act 1990, the Building Act 1984, and all applicable local authority regulations; 

1. any claim arising from the condition, safety, or suitability of the property, including structural defects, concealed conditions, hazardous materials (including asbestos), or non-compliance with the Health and Safety at Work etc. Act 1974, where such matters are outside the Service Provider’s control; 

2. claims, disputes, or proceedings brought by third parties (including neighbours, landlords, freeholders, contractors, or suppliers) arising from the Client’s acts, omissions, instructions, or statutory non-compliance. 

10.2 This indemnity shall apply to the fullest extent permitted by English law and shall survive completion or termination of this Agreement. Nothing in this clause shall exclude or limit liability which cannot lawfully be excluded, including liability for death or personal injury caused by negligence. 

11. Termination 

11.1 Termination by Client The Client may terminate this Agreement by providing written notice to the Service Provider. Upon termination, all fees for Services performed, time incurred, and any committed or non-cancellable costs shall immediately become payable. 

Where the Services include bespoke, made-to-order, or manufactured items (including but not limited to custom furniture, joinery, cabinetry, lighting, or finishes), the Client acknowledges that such items constitute non-refundable services and goods under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Supply of Goods and Services Act 1982. Once manufacturing, procurement, or fabrication has commenced, no refunds shall be due, whether in whole or in part. 

11.2 Termination by Service Provider The Service Provider may terminate this Agreement immediately by written notice in the event of non-payment, material breach, failure to provide approvals, obstruction of progress, or abusive, threatening, or unreasonable behaviour by the Client. 

In such circumstances, all outstanding invoices, committed manufacturing costs, supplier charges, and Services rendered shall become immediately due and payable. 

11.3 Design Approval & Manufacturing Authorisation The Client must provide written approval of all final designs, drawings, specifications, and selections no later than four (4) weeks prior to the commencement of any manufacturing, procurement, or supplier agreements. Failure to provide approval within this timeframe may result in delays, additional costs, or termination, for which the Service Provider shall not be held liable. 

Once written approval is provided and manufacturing agreements are entered into, the Client accepts full responsibility for the approved designs. Any subsequent changes 

requested after approval shall be treated as a variation and may not be possible once production has commenced. 

11.4 Deposits All deposits are strictly non-refundable and are applied toward administrative time, design development, project planning, supplier engagement, and the reservation of production and delivery slots. 

12. Dispute Resolution 

Disputes shall first be resolved through mediation. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England & Wales. 

13. Confidentiality 

Both parties shall keep confidential all commercial, financial, and proprietary information. 

14. Miscellaneous 

• Severability: Invalid clauses do not affect remaining terms 

• Assignment: Client may not assign without consent 

• Entire Agreement: Supersedes all prior agreements 

• Amendments: Must be in writing and signed 

15. Manufacturing Risk & Title Transfer 

15.1 Manufacturing Risk Where the Services include bespoke, made-to-order, or manufactured items (including furniture, joinery, cabinetry, lighting, or finishes), the Client acknowledges that such items are produced specifically to the Client’s approved designs and specifications. Once manufacturing or procurement has commenced, the Client assumes the risk of variation, delay, or non-returnability associated with such items. 

The Service Provider shall not be liable for minor variations in colour, texture, grain, finish, or dimensions that arise as a natural result of manufacturing processes, materials, or supplier tolerances. 

15.2 Title & Risk Transfer Legal title to manufactured goods shall remain with the Service Provider until full payment of all sums due has been received in cleared funds. Risk in the goods shall transfer to the 

Client upon delivery to the property or agreed delivery location. This clause operates in accordance with the Sale of Goods Act 1979. 

16. Client Acknowledgement & Design Sign-Off 

16.1 The Client confirms that all designs, drawings, visuals, specifications, finishes, dimensions, and materials have been reviewed and approved prior to manufacture or procurement. 

16.2 Written approval (email or signed document) constitutes final authorisation to proceed. Once approval is given, no changes may be made without written agreement, and additional costs or delays may apply. 

16.3 The Client acknowledges that failure to provide timely approvals may result in project delays or additional costs, for which the Service Provider shall not be held liable. 

17. Client Summary & Key Acknowledgements (Non-Exhaustive) 

By signing this Agreement, the Client confirms that they understand and accept that: 

• Deposits are non-refundable 

• Bespoke and manufactured items cannot be cancelled once approved 

• Designs remain the intellectual property of the Service Provider until paid in full 

• Delays may occur due to factors outside the Service Provider’s control 

• Late payments may result in suspension or termination of Services 

• Written approvals are legally binding