1. DEFINITIONS

The defined terms set out below are used in these terms and conditions, and they have the following meanings:

“Event Outside Our Control”: is defined in clause …;

“Goods”: the goods that we are selling to you as set out in the Order;

“Order”: your order for the Goods and/or Services as set out in the confirmation letter which we have sent to you;

“Services”: the services that we are providing to you as set out in the Order;

Terms”: the terms and conditions set out in this document; 

“We/Our/Us”: Studio85 Ltd, a company registered in England and Wales with company number 12087463 whose trading address is at 71-75, Shelton Street, Covent Garden; London; WC2H 9JQ.

1.2 When we use the words “writing” or “written” in these Terms, this will include e-mail unless we say otherwise.

2. OUR CONTRACT WITH YOU

2.1 These are the terms and conditions on which we supply Goods and/or Services to you. They apply to all work we carry out for you. 

2.2 Please ensure that you read these Terms carefully and check that the details on the Order and in these Terms are complete and accurate before you sign and return the Order.

2.3 When you sign and submit the Order to us, this does not mean we have accepted your order for Goods and/or Services. Our acceptance of the Order will take place when we confirm it with you or commence the supply of goods and/or services. If we are unable to supply you with the Goods and/or Services, we will inform you of this in writing, and we will not process the Order.

2.4 The images of the Goods on our website and in our supplier’s catalogues or brochures which we may show you are for illustrative purposes only. We cannot guarantee that the pictures accurately reflect the colour or finish of the Goods. Your Goods may vary slightly from those images, and we will make every effort to discuss any difference with you prior to ordering the Goods. Because many of our Goods are bespoke, all sizes, weights, capacities, dimensions and measurements indicated on our website or in catalogues or brochures may vary from the actual Goods. 

3. CHANGES TO ORDER OR TERMS

3.1 We may revise these Terms from time to time in order to comply with changes in relevant laws and regulatory requirements. 

3.2 If we have to revise these Terms under clause 3.1, we will give you at least one month written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 12.4.3 in relation to any Goods or Services ordered after we give you notice.

3.3 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 12. In the case of made-to-measure and our collection Goods, unfortunately, because we make these Goods to your specific requirements, you will not be able to cancel an Order once it is made. 

4. MADE-TO-MEASURE GOODS

We may take the Goods according to the measurements you provide us. If we do so, please make sure your measurements are correct and accurate. Unfortunately, we cannot accept the return of made-to-measure Goods if the reason for the return is because you provide us with incorrect measurements. However, it will not affect your legal right as a customer in relation to made-to-measure Goods that are faulty or not as described. Advice about your legal rights is available at your local Citizen’s Advice Bureau or Trading Standard office. 

5. STUDIO85 LTD INTERIOR DESIGN SERVICE

5.1 Studio85 Ltd has been retained to provide interior design service only. Studio85 Ltd is not a general contractor and will not act in such a capacity. Any issue concerning construction elements must be discussed between the owner and his/her contractor.

5.2Studio85 Ltd will endeavour to advise the client of the predicted timescale of works as soon as is possible after the quote have been produced. All such dates shall be approximately only, and Studio85 Ltd cannot be held responsible for any delay in completion.

5.3 Studio85 Ltd is responsible for organising Third Party companies, firms or individuals (“Third Party Suppliers”) to undertake certain work for the Client, such as decorating, procurement, building work, carpet fitting, curtain and blind manufacture and fitting and such other work as confirmed by Studio85 Ltd.

5.4 Due to the nature of the Interior Design business, we cannot guarantee that Clients will always like our recommendations. Interior Design can be subjective. Unfortunately, we cannot provide any refunds in this case. However, please feel free to contact Studio85 Ltd, and we will be happy to discuss the design concept further over the phone and perhaps make further recommendations via phone/email in special cases. 

6. CLIENT OBLIGATION 

6.1 The Client shall ensure that the property is accessible to employees or Studio85 Ltd and any third party suppliers providing services throughout the duration of the work.

6.2 The Client will ensure that utilities such as electricity and water are available for use at the property throughout works and at no cost to Studio85 Ltd. 

7. THIRD-PARTY MANUFACTURE’S GUARANTEE OF GOODS

7.1 The goods may come with a manufacture’s guarantee. We will notify you of any such guarantee when the Goods are delivered and provide any relevant paperwork with the Goods.

7.2 In the event that you wish to rely on the manufacture’s guarantee, we will use our reasonable endeavours to help you rectify any problems, but ultimately the manufacture is responsible for dealing with any issues in respect of the Goods. 

7.3 This guarantee is in addition to your legal rights in relation to the Goods that are faulty or not described.

8. THIRD-PARTY SUPPLIERS

8.1 The Client will form a contractual relationship with Third Party Suppliers and will be responsible for managing these relationships and any financial settlement direct with Third Party Suppliers. 

8.2 If so requested, Studio85 Ltd may coordinate the service and financial settlements with Third Party Suppliers on their behalf, as part of the service undertaken, but the Client will remain ultimately responsible for the contractual relationship with the Third Party Suppliers.

8.3 Studio85 Ltd is not responsible for forming any contractual relationship on behalf of the client. 

9. DELIVERY OF GOODS

9.1 Please note that the timescale for delivery charges will vary depending on the availability of the Goods.

9.2 We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside our Control. See clause 13 for our responsibilities when this happens. 

9.3 Delivery of an Order shall be completed when we deliver the Goods to the address you gave us.

9.4 The Goods will be your responsibility from the completion of delivery.

9.5 You only own the Goods once we have received payment in full. 

10. PRICE AND PAYMENT

10.1 The price of the Goods and or the Services will be set out in your Order. Our prices may change at any time, but price changes will not affect Orders that we have confirmed with you, although if we agree to amended specifications, this may affect the overall price. 

10.2 We reserve the right to request that you pay a non - refundable deposit, which will be a percentage of the total price of the Goods when you sign and return a copy of the Order to us. Receipt of the deposit will allow us to initiate the Order.

10.3 You must make payment for any Goods and/or Services on receipt of an invoice from us, via electronic bank transfer using the account details set out on our invoice, by credit card or by cheque. Invoices are payable immediately on receipt by you. 

10.4 We reserve the right to charge your expenses which are reasonably incurred in connection with the provision of the Services, including but not limited to the travel expenses and site visits. 

10.5 If you do not make any payment due to us by the due date for payment, we may charge you interest on the overdue amount at the rate of 5% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount; whether before or after judgement, you must pay us interest together with any overdue amount. 

10.6 However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, clause 10.5 will not apply for the period of the dispute. 

11. LIABILITY

11.1 Studio85 Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any information or construction supplied by the client which is or are incomplete, incorrect or inaccurate.

11.2 Studio85 Ltd shall not be liable to the Client for any unforeseeable loss or damage arising from the provision (or non-provision) of the Services, including loss of profit or consequential loss or damage.

11.3 Studio85 Ltd shall not be liable for any failure to perform its duties under this Contract due to circumstances beyond its control, including without limitation flood, fire or otherwise adverse weather conditions.

11.4 To enable Studio85 Ltd to deal with any complaints that may arise relating to the Service, the Client must provide full details of any complaints within 7 days of the supply of the relevant services. 

11.5 Studio85 Ltd is not liable for errors or mistakes in the materials or information supplied but the client or third parties. 

11.6 Studio85 Ltd is not liable for any damages that result from the use of the design.

11.7 Any liability of Studio85 Ltd is limited to the total fee that is invoiced for the project concerned. 

11.8 Nothing in these Terms and Conditions affects any liability for death or personal injury caused by Studio85 Ltd’s negligence or for fraudulent misrepresentation or the Client’s statutory rights as a consumer. 

12. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND

12.1 Until such time as we confirm an Order to our suppliers and/or pass over a deposit to them, you may cancel an Order for Goods by notice to us. We will confirm your cancellation in writing to you.

12.1.1 If you cancel an Order and you have made any payment in advance for Services that have not been provided to you or Goods that have not been delivered to you, we will refund these amounts to you ( subject to any non - refundable deposit or other contracts with our suppliers ).

12.1.2 If you cancel an Order for Services and we already started work on your Order by that time, you will pay us any costs we reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if cancelled an Order because of our failure to comply with these Terms ( except where we have been affected by an Event Outside Our Control ), you do not have to make any payment to us.

12.1.3 Unfortunately, it is too late to cancel an Order for Goods if we have already ordered the Goods from our suppliers or despatched your Goods to you.

12.2 Unfortunately, as the made-to-measure Goods are made to your requirements, you will not be able to cancel your Order once initiated ( but this will not affect your legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described ).

12.3 Once we have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing us with at least 30 calendar days’ notice in writing. Any advance payment you have made for Services that have not been provided at the point of cancellation will be refunded to you.

12.4 Once we have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving us written notice if:

12.4.1 We break this contract in any material way, and we do not correct or fix the situation within 14 days of you asking us to in writing:

12.4.2 We go into liquidation or receiver or an administrator is appointed over our assets;

12.4.3 We change these Terms under clause 3.1 to your material disadvantage;

12.4.4 We are affected by an Event Outside Our Control.

13. EVENTS OUTSIDE OUR CONTROL 

13.1 We will not be liable or responsible for any failure to perform or delay in performance of any of our obligations under these Terms that is caused by an Event Outside Our Control.

13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war ( whether declared or not ) or threat or preparation for war, fire explosion, storm, flood, earthquake, subsidence, epidemic or the natural disaster, failure of public or private telecommunications networks or non - performance by supplies or subcontractors.

13.3 If an Event Outside Our Control takes place that affects our performance or our obligations under these Terms:

13.3.1 We will contact you as soon as reasonably possible to notify you; 

13.3.2 our obligations under these Terms will be suspended, and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects our performance of Services to you, we will restart as soon as reasonably possible after the Event Outside Our Control is over.

13.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish us to provide the Goods and/or Services ( subject to Goods which have been ordered not been cancelled - see your cancellation rights under clause 12 ).

We will only cancel the contract if an Event Outside Our Control continues for longer than 12 weeks in accordance with our cancellation rights in clause 14.

14. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND

14.1 We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or ( in the case of Services ) key personnel or key materials without which we cannot provide the Services. We will promptly contact you if this happens.

14.2If we have to cancel an Order under clause 14.1, and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, we will refund these amounts to you.

14.3 Where we have already started work on your Order for Services or made-to-measure Goods by the time we have to cancel under clause 14.1 we will not charge you anything and you will not have to make any payment to us in relation to that element of the Order.

14.4 Once we have begun to provide the Services to you, we may cancel the contract for the Services at any time by providing you without at least 30 calendar days’ notice in writing. If you have made any payment to us in advance for Services that have not been provided to you, we will refund these amounts to you. 

14.5 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:

14.5.1 You do not pay us when you are supposed to as set out in clause 10.3. This does not affect our right to charge you interest under clause 10.5; or

14.5.2 You break the contract in any other material way and you do not correct or fix the situation within 14 days of us asking you to in writing.

15. DATA PROTECTION

15.1 Studio85 Ltd will only use personal information provided by the Client for the purpose of providing the Services, or for informing the client of the availability of similar services unless the client agrees otherwise.

15.2 The Client can correct any information, or ask for information about the Client to be delayed, by email to Studio85 Ltd at the following address: info@studio85.design.

15.3 We have taken every measure to prevent internet fraud and ensure data collection from you is stored as securely as possible. However, we cannot be liable in the event of a breach in our secure computer servers. 

16. COPYRIGHT

16.1 The copyright, design right and all other intellectual property rights in any materials and other documents or items prepared or produced for the Client by or on behalf of Studio85 Ltd in connection with the Services shall belong to Studio85 Ltd absolutely and any such materials, documents or items shall be or remain the sole property of Studio85 Ltd.

16.2 Studio85 Ltd shall be permitted to use photographs of the Client’s property which demonstrates the Services provided by Studio85 Ltd for its own marketing purposes. 

16.3 The client shall be entitled to use any such materials, documents or other items as are referred to in paragraph 16.1 in connection with Services but shall not be entitled to copy any such items or use them for any commercial purpose.

17. GENERAL

17.1 Studio85 Ltd may assign or sub-contract the Contract if this is necessary for Operational reasons or in connection with a business transfer or reorganisation. Otherwise, the contract is not transferable by either party. 

17.2 Nothing in this Contract gives any right to any third party to enforce any provision under the Contract ( Rights of Third Parties ) Act 1999 or otherwise.

17.3 These Terms and Conditions and the Contract will be subject to English law, and the English courts will have jurisdiction in respect of any dispute arising from the Contract.