Terms and Conditions of Service

These Terms and Conditions of Service (the Terms) apply to the provision by Arundell Collections Ltd of Former Atherstone College, Ratcliffe Road, Atherstone, CV9 1LF (Arundell Collections) of interior design, styling, decoration, furnishing, fit-out, renovation, branding and related consultancy services to the client named in the relevant proposal, quotation, scope of works, purchase order, instruction email or other engagement document (Client).

By accessing the design presentation, information, signing a proposal, quotation, scope of works or these Terms, by issuing a purchase order, by giving written or oral instructions to proceed, by attending presentations or design meetings following receipt of these Terms, or by otherwise accepting, reviewing or using any proposal, design material or other deliverable supplied by Arundell Collections, the Client agrees to be bound by these Terms.

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1. Services and engagement

1.1 Arundell Collections may provide interior design, styling, decoration, furnishing, fit-out, renovation, branding, guest experience, procurement strategy and related consultancy services to the Client, as described in any proposal, quotation, presentation, scope of works, fee schedule or written instruction accepted by Arundell Collections.

1.2 Each accepted proposal, quotation, presentation, scope of works, fee schedule, instruction or purchase order shall form part of the contract between Arundell Collections and the Client together with these Terms.

1.3 If there is any inconsistency between these Terms and a proposal, quotation or scope of works signed by Arundell Collections, the signed proposal, quotation or scope of works shall prevail to the extent of the inconsistency, except that clauses relating to confidentiality, non-use, intellectual property, remedies, governing law and jurisdiction shall prevail unless expressly varied in writing by Arundell Collections.

1.4 Nothing in these Terms obliges Arundell Collections to accept any instruction or proceed with any project until it confirms acceptance in writing or begins performance of the relevant services.

2. Purpose of disclosure and use restriction

2.1 Arundell Collections may disclose to the Client certain confidential and proprietary information for the sole and limited purpose of enabling the Client to evaluate, consider, appoint and, where applicable, receive services from Arundell Collections in connection with potential or actual interior design, styling, decoration, furnishing, fit-out, renovation, branding or related consultancy services for the Client’s premises or project (Permitted Purpose).

2.2 The Client acknowledges that all Confidential Information is disclosed solely for the Permitted Purpose. The Client shall not use the Confidential Information, directly or indirectly, to implement, develop, adapt, reproduce, procure, brief, commission or enable any design concept, scheme, specification or idea other than by engaging Arundell Collections under a separate written services agreement or other written authority signed by Arundell Collections.

3. Definitions

3.1 In these Terms:

Confidential Information means all information of whatever nature, whether oral, visual, written, digital or in any other form, disclosed or made available by or on behalf of Arundell Collections before, on or after the date of acceptance of these Terms in connection with the Permitted Purpose, including without limitation:

• interior design concepts, themes, creative direction and design intent;
• mood boards, presentations, pitches and proposals;
• sketches, drawings, plans, layouts, elevations, renders and visualisations;
• schedules, specifications, finishes, colour palettes, sample selections and sourcing information;
• furniture, lighting, joinery, artwork, accessories and styling proposals;
• budgets, pricing, supplier information and procurement strategy;
• branding, guest experience concepts and project methodology;
• any notes, extracts, copies, summaries, analyses or records derived from any of the above; and
• the fact that discussions or negotiations are taking place between the parties.

3.2 Confidential Information includes information disclosed in meetings, calls, site visits, presentations and informal discussions, whether or not marked confidential.

3.3 Intellectual Property Rights means all present and future rights of whatever nature anywhere in the world, whether registered or unregistered, including copyright, design right, database rights, trademarks, trade names, passing off rights, rights in drawings, plans, illustrations, presentations, specifications, know-how, trade secrets and all rights of a similar nature.

3.4 Representatives means, in relation to the Client, its directors, officers, employees, professional advisers and consultants who strictly need to know the Confidential Information for the Permitted Purpose.

4. Confidentiality obligations

4.1 The Client shall:

• keep the Confidential Information strictly confidential;
• use the Confidential Information solely for the Permitted Purpose;
• not disclose the Confidential Information to any person except as expressly permitted by these Terms; and
• protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information, and in any event no less than a reasonable degree of care.

4.2 The Client may disclose Confidential Information only to its Representatives who strictly need to know it for the Permitted Purpose, provided that the Client ensures that each such Representative is bound by confidentiality and non-use obligations no less protective than those set out in these Terms. The Client remains fully liable for any act or omission of its Representatives as if it were its own.

5. Non-use, non-implementation and non-circumvention

5.1 The Client shall not, without Arundell Collections’ prior written consent:

• use any Confidential Information or any part of it for its own commercial benefit or for the benefit of any third party;
• implement, execute, reproduce or cause to be implemented any design, concept, layout, scheme, specification, visual, decorative treatment or proposal disclosed by Arundell Collections;
• adapt, refine, amend, reverse-engineer, derive from or create any work, scheme or proposal based on or substantially similar to the Confidential Information;
• provide the Confidential Information, or any summary or description of it, to any designer, architect, contractor, consultant, hotel operator, supplier, fit-out company or other third party for the purpose of implementing or developing the same or a similar concept; or
• circumvent Arundell Collections by using the Confidential Information to obtain competing services, designs, products or implementation from another person.

5.2 For the avoidance of doubt, the Client shall not be entitled to take inspiration from, appropriate, translate into specifications, or otherwise exploit Arundell Collections’ ideas, concepts or creative direction merely because those ideas have been presented, discussed or left unimplemented.

5.3 The Client acknowledges that copyright and other Intellectual Property Rights may subsist automatically in drawings, illustrations and other original materials produced by Arundell Collections, and that such rights are not transferred by disclosure, delivery or payment alone.

6. Ownership and no licence

6.1 All Confidential Information and all Intellectual Property Rights in or arising out of it shall remain vested in and owned by Arundell Collections or its licensors at all times.

6.2 Nothing in these Terms grants, whether expressly, impliedly, by estoppel or otherwise, any licence, assignment, interest or right to the Client in respect of the Confidential Information or any Intellectual Property Rights of Arundell Collections, except the limited right to review the Confidential Information strictly for the Permitted Purpose.

6.3 Unless and until the parties enter into a separate written services agreement or written intellectual property licence signed by Arundell Collections, the Client shall have no right to use, implement, reproduce, adapt, share or exploit any design work, proposal, concept or material disclosed by Arundell Collections.

7. Excluded information

7.1 The obligations in these Terms shall not apply to information which the Client can prove by written evidence:

• is or becomes public other than through a breach of these Terms;
• was lawfully in the Client’s possession before disclosure by Arundell Collections;
• is lawfully received from a third party without restriction and without breach of any duty of confidence; or
• is independently developed by the Client without use of or reference to the Confidential Information.

7.2 The exclusions in clause 7.1 shall not apply to any Confidential Information retained in the Client’s memory as a result of exposure to the Confidential Information where that remembered information is then used to implement, adapt, recreate, procure, reproduce or exploit any design concept, proposal, specification or opportunity derived from the Confidential Information.

8. Legally required disclosure

8.1 The Client may disclose Confidential Information to the extent required by law, regulation, court order or the rules of any competent regulatory authority, provided that, where legally permitted, the Client gives Arundell Collections prompt written notice before making such disclosure and takes all reasonable steps to limit the extent of the disclosure.

8.2 Nothing in these Terms shall operate to prevent any disclosure which cannot lawfully be excluded or restricted, including protected disclosures to regulators, law enforcement or for the purpose of obtaining legal advice.

9. Copies, return and destruction

9.1 The Client shall not make copies of the Confidential Information except where strictly necessary for the Permitted Purpose.

9.2 Upon the earlier of: written request by Arundell Collections; termination of discussions between the parties; completion or abandonment of the relevant project; or a decision by the Client not to proceed with Arundell Collections, the Client shall promptly cease using the Confidential Information and shall, at Arundell Collections’ option, return or permanently destroy all documents and materials containing Confidential Information, including copies, notes and extracts, and shall certify in writing that it has done so.

9.3 To the extent that any Confidential Information is retained in routine electronic back-up systems or pursuant to mandatory legal or regulatory retention requirements, such retained material shall remain subject to these Terms until deleted in the ordinary course.

10. Fees, quotations and payment

10.1 Any quotation, proposal or fee estimate issued by Arundell Collections is valid for the period stated in it or, if no period is stated, for 30 days from the date of issue.

10.2 Unless expressly stated otherwise in writing, any quotation or estimate is based on the scope, information and assumptions available at the time it is prepared. If the scope changes, or if additional works or revisions are requested, Arundell Collections may revise its fees and programme accordingly.

10.3 The Client shall pay all invoices in accordance with the payment terms set out in the relevant proposal, quotation, services agreement or invoice. If no specific payment term is stated, invoices shall be payable within 14 days of the invoice date.

10.4 Arundell Collections may suspend performance of the services or withhold delivery of any materials if any invoice remains unpaid after the due date.

10.5 Interest may be charged on overdue sums at 4% above the Bank of England base rate from the due date until payment is made in full, without prejudice to any other rights or remedies available to Arundell Collections.

11. No obligation to proceed and no reliance beyond purpose

11.1 Nothing in these Terms obliges Arundell Collections to accept an appointment, continue with any discussions or enter into any further agreement, nor obliges the Client to proceed with any proposed project or appointment.

11.2 Except where expressly agreed in writing in a final signed services agreement, Arundell Collections gives no warranty as to the completeness or accuracy of any Confidential Information, proposal or concept for any purpose other than the Permitted Purpose.

12. Term

12.1 These Terms take effect on the earliest of the Client’s signature, written acceptance, issue of a purchase order, instruction to proceed, attendance at a presentation or meeting following receipt of these Terms, or receipt, review or use of any proposal or Confidential Information supplied by Arundell Collections.

12.2 The confidentiality, non-use, non-circumvention and related obligations in these Terms shall continue in force for six (6) years from the date of the last disclosure of Confidential Information, except that clause 6 and any obligation relating to trade secrets, know-how or other information capable of continuing in confidence shall survive for so long as such information remains confidential.

13. Remedies

13.1 The Client acknowledges that damages alone may not be an adequate remedy for breach of these Terms and that unauthorised use or disclosure of the Confidential Information may cause Arundell Collections irreparable harm.

13.2 Accordingly, Arundell Collections shall be entitled, without prejudice to any other rights or remedies, to seek injunctive relief, specific performance and any other equitable relief in respect of any actual or threatened breach of these Terms.

14. Liability

14.1 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be excluded or limited under English law.

14.2 Subject to clause 14.1, Arundell Collections shall not be liable for any indirect, consequential or special loss, loss of profit, loss of revenue, loss of business, loss of goodwill or loss of opportunity arising out of or in connection with the services, any proposal or the use of any materials, whether in contract, tort, negligence, misrepresentation or otherwise.

14.3 Subject to clauses 14.1 and 14.2, Arundell Collections’ total aggregate liability arising out of or in connection with the services or these Terms shall not exceed the fees actually paid by the Client to Arundell Collections under the relevant engagement in the 12 months preceding the event giving rise to the claim.

15. General

15.1 No failure or delay by Arundell Collections in exercising any right or remedy shall constitute a waiver of that right or remedy.

15.2 No variation of these Terms shall be effective unless in writing and signed by Arundell Collections.

15.3 If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.4 These Terms, together with the relevant proposal, quotation, scope of works or written instruction accepted by Arundell Collections, constitute the entire agreement between the parties in relation to their subject matter and supersede all previous drafts, discussions, negotiations and understandings relating to that subject matter.

15.5 The Client may not assign, transfer, charge, subcontract, declare a trust over or otherwise deal with any of its rights or obligations under these Terms without Arundell Collections’ prior written consent.

15.6 Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between the parties.

16. Governing law and jurisdiction

16.1 These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.

16.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms.

17. Client acceptance

By accessing the content and information, the Client confirms that it has read and understood these Terms and agrees to be bound by them.