These Terms and Conditions are a legally binding agreement between you (hereinafter referred to as the Client) and Silvia Grand Limited (hereinafter referred to as Designer, we, our, or us). By contracting for and using the services offered by Designer, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions contained herein.

1. Interpretation

• Agreement means the agreement, in whatever form, reached between Designer and the Client. This Agreement comes into force when the Client accepts the applicability of these Terms and Conditions in writing in connection with any Quotation supplied by Designer.
• Client is the party that engages the Services subject to these Terms and Conditions. 
• Quotationis the more or less specified statement of work and the costs which are related to the performance of these Services.
• Services means the services as offered by Designer, which include interior design and supplemental services.
• Designer means Silvia Grand Limited, a limited liability company established under the laws of Scotland, at 69A Belmont Road, Juniper Green, EH14 5EB, under company number SC697954 who offers the Services under these Terms and Conditions. 
• Website means the website on silviagrand.com where the Services are advertised. 

2. General Applicability and Amendment

• These Terms and Conditions apply to all Services offered by Designer, except where expressly indicated to the contrary.
• You may not use the Services nor accept these Terms and Conditions if you are not of legal age or have the required legal capacity to form a binding contract with Designer.
• The use of the Services requires the unconditional acceptance by the Client of the applicability of these Terms and Conditions. It is the responsibility of the Client to read and understand the Terms and Conditions prior retaining any Services. If you do not agree to these Terms and Conditions, do not use the Website or any other of our Services.
• All terms and conditions used by the Client that are contrary to these Terms and Conditions are hereby rejected and therefore do not apply to the use of any Services by the Client.
• In the event that one or more of the provisions in these Terms and Conditions are found to be wholly or partially invalid, the remaining provisions will remain in force. Designer will formulate new provisions to replace the invalid provisions, whereby the scope of the original provisions will be carefully considered.
• Designer reserves the right, in its sole discretion, to change these Terms and Conditions. The most current version of the Terms and Conditions will supersede all previous versions. Terms and Conditions shall immediately apply to all new Agreements. Existing Agreements may only be modified if both the Client and Designer agree to it in writing.
• Except as supplemented by additional terms and conditions, policies, guidelines or standards, these Terms and Conditions contains the entire legal understanding between Designer and you and supersedes any and all prior or written and/or oral understandings or agreements in relation to you access to and use of the Services.

3. Quotations and basis of the Agreement 

• Quotations and offers made by Designer are, at all times, without obligation and revocable. Quotations will expire 30 days after issuance. 
• Designer cannot be held to its Quotations or offers when Client can reasonably understand that the Quotation or offer, in whole or in part, contains a mistake or error.
• Any and all quotes in Quotations or offers are possibly subject to alteration as a result of unforeseen changes in the Services. If additional Services are requested or deemed necessary, the revision of the Quotation will always be communicated before Designer commences the additional work.
• The Quotation shall contain a specified statement of the work to be completed for the Client. Any modification of the Quotation and the work specified, either prior to commencement of the Services or during the Services, can only be effectuated if both parties agree in writing.

4. Use of the Services

• Designer will carry the Agreement out with due care and expertise, in accordance with industry standards and proper workmanship, and will inform the Client of progress if reasonably possible.
• Every Agreement only sets out best efforts obligations for Designer, not results obligations. Notwithstanding the best effort obligation on Silvia, it may happen that Designer exceeds a timeframe stated on the Quotation for any reason. Designer will inform the Client timely and in writing of this event. This does not permit the Client to terminate the Agreement nor does it allow for a refund. In the event that the quoted time has drastically increased, Designer and the Client will jointly come to an agreement how to resolve the situation.
• Designer shall have the right to make changes to the Services to the extent necessary to comply with applicable law or similar requirements, or which do not materially affect the nature or the quality of the Services.
• The Client hereby acknowledges that Designer is not giving any guarantee of a particular result or outcome of the Services under the Agreement.
• Designer does not make any representation or warranty regarding the execution, means or method of construction, any changes to specifications, or the quality of goods or materials supplied and/or installed, including any representation or warranty that these goods or materials are free of defect. In case of such defect, the Client will refer to the third-party provider of these goods and materials.
• Designer may, in its sole discretion, use the services of its associates, employees, or other third parties, or subcontract the performance of any portion of the Services to third parties as Designer deems appropriate.

• The Client is hiring Designer as an independent contractor. Designer cannot enter into contracts, make promises, or act on behalf of the Client. Nothing in this Agreement suggests a partnership, joint venture, agency, or employer-employee relationship.
• In addition to the foregoing, the Client will not directly or indirectly:
• Violate these Terms and Conditions;
• Violate any (third) party’s rights in any way;
• Use the Website and the Services for purposes other than those referred to in these Terms and Conditions;
• Refer to Designerin any way that may lead someone to believe that the Client is affiliated with, or approved or sponsored by Designer. 
• Where possible, the Client and Designer may jointly agree that up to three minor amendments may be made to any drawing when it is technically possible to do so. The Client agrees and acknowledges that amendments that are not minor might cause delays and will be subject to extra charges.
• Any drawings, sketches, or explanatory 3D visuals under this Agreement are for illustrative and indicative purposes only and no rights can be derived from these works.
• The Client and the Designer hereby agree to work together in a spirit of mutual trust and co-operation, and will promptly notify one another upon becoming aware of:

1. Any incompatibility between or among any of the Client’s requirements for the project;
2. Any incompatibility between the Client’s requirements and instructions and the project budget, the agreed upon timetable, and/or any design approved by the Client;
3. the Client and the Designer shall use reasonable endeavours to agree on how to deal with any such incompatibility.
4. The Client and the Designer shall comply with their respective obligations (as may be applicable in regard to the project) under the Construction (Design and Management) Regulations 2015.

5. Client Obligations

• The Client must ensure that all data, files and information, relating to the Client’s property or otherwise, of which Designer has stated it is required for the performance of the Agreement, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to Designer in a timely, complete and correct manner. If the information required for the implementation of the Agreement has not been provided as aforementioned, Designer has the right to suspend the implementation of the Services.
• The Client shall duly inform Designer of any fact and circumstances that may be relevant in connection with the execution of the Services.
• The Client shall guarantee the correctness, completeness, and reliability of relevant information provided to Designer. If any information, files, and other data supplied by the Client are inaccurate or incorrect, Designer shall not be liable for any resulting damage.
• The Client shall be responsible and liable for any applications required in relation to the Services from any third party including for consents under planning legislation, regulations or other statutory requirements.
• The Client shall give decisions and approvals as necessary for the proper and timely performance of the Services and advise Designer of the relative priorities in regard to any requirement, or any project budget or timetable.
• Outside consultants, including but not limited to architects, structural engineers, mechanical engineers, and lighting designers may be needed to complete the project, but shall be retained and paid for by the Client. Any communication regarding the project from outside consultants and contractors shall go through the Client, which will relay this communication to Designer.
• The Client is obliged to grant Designer, its agents and employees, and any third parties such as consultants and contractors reasonable access to the location where the Services will take place. The Client understands that for the duration of this Agreement, the peace and privacy of their home may be disrupted.
• Designer hereby strongly advises, and the Client acknowledges, that it is at the Client’s discretion to hire a quality surveyor to look after the project. Designer is not responsible for the practical implementation of the Services, but will retain a monitoring role throughout the continuation of a project.
• The Client shall provide sufficient waste disposal solutions during the project. The Client is advised to hire a skip, or to point Designer and third parties to a location where rubbish can be safely stored before it will be removed. The Client will provide sufficient rubbish bags for disposal of any kind or reimburse Designer for the provision of these.

6. Payment and fees

• The payment obligation is assumed by the Client automatically upon entering into an Agreement with Designer, in accordance with the fees specified on a Quotation.
• All quotes mentioned on the Quotation are amounts in Pounds Sterling and exclude all applicable taxes, unless explicitly stated otherwise on the quotation or Agreement.
• All fees payable hereunder are non-refundable and are not subject to the right of set-off.
• The Client hereby agrees to reimburse the Company for any additional expenses and disbursements necessary for the completion of the Services. These expenses may include reasonable travel costs. Designer will notify the Client in advance if any such costs are to be made.
• Any fees regarding deliveries, flat packs, or after builders cleaning services are borne by the Client and must be paid as soon as reasonably possible so that the Services are not interrupted.
• Designer shall invoice the Client. Any invoice must be paid within 14 days of the date of the invoice. If the Client fails to pay any invoice within 14 days of the date of the invoice, the Client will be deemed in default by operation of law, and notice will be given. Any portion of any amount payable hereunder that is not paid within 14 days after receiving such notice will accrue interest at the statutory rate permitted by applicable law, from the due date until paid. In addition, Designer is entitled to seize all work and Services indefinitely until the Client has made payment in full.
• If the Client remains in default after 60 days and after receiving notice from Designer, Designer will proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, he will owe the Company, in addition to the principal sum, statutory (commercial) interest, (extra)judicial collection costs, attorney’s fees, and possibly other damages.

7. Force Majeure

• In the event of force majeure, there is no shortcoming attributable to Designer. Force majeure under these Terms and Conditions is understood to mean any circumstance independent of the will of the Designer – even if it was foreseeable at the time the Agreement was concluded – which permanently or temporarily prevents fulfilment of the Agreement, and – to the extent not already therein included – war; danger of war; civil war; natural occurrences such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods; riot; strike; transport difficulties; computer malfunctions; power outages; a pandemic, epidemic or any other threat to public health; staff illness; and all external causes, foreseen or not foreseen, on which the Designer does not have any influence. The Designer shall not be liable for any compensation for any loss arising from force majeure.
• The Designer shall use all reasonable endeavours to mitigate the effect of the force majeure on the performance of its obligations. If the force majeure is ongoing for a period of 2 months, then the Client may terminate the Agreement by giving 7 days’ written notice to the Designer.

8. Limitation of Liability

• To the maximum extent permitted by law, Designer makes no representations or warranties about the accuracy, correctness, quality or completeness of any information provided on or through the Website. Any information and materials are provided on the Website on an “as is” and “as available” basis.
• Designer disclaims all implied warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights. Designerprovides a limited express warranty that the Services shall be performed in a manner satisfactory to its clients. Otherwise, Designer makes no representations of any kind, express or implied, as to the operation of the Services, the Website or the information, content, services, materials, or products included on this Website. Clients agree that the use of this Website and the Services is at their sole risk.
• The Designer does not warrant that (i) the Services will be completed in accordance with any timetable or budget; (ii) approvals, permissions, consents, et cetera, will be granted; or (iii) the survey conducted by the Designer is accurate.
• The Designer shall not be liable in connection to the work provided by any third party under this Agreement, such as consultants and contractors, their solvency, and their competence, whether these are contracted by the Designer or not. The Client shall hold such persons and not the Designer responsible for the competence and performance of their work and services, including the management and operational methods used in connection with the carrying out and completion of work and services undertaken by such persons and for compliance with health and safety requirements.
• Designer is not liable for possible damage caused under these Terms and Conditions or under the Agreement, both by itself and by third parties, except in the case of intent or gross negligence on the part of Designer, provided that it has been demonstrated by the Client.
• To the maximum extent permitted by law, Designer shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from: (a) your use or inability to use our Services or (b) any conduct of any party other than Designer itself.
• The Designer shall not be responsible or liable for any changes or agreements made between the Client and any third party that Designer is not informed about.
• The Client indemnifies Designer against all claims from third parties for compensation of damage, including reasonable attorneys’ fees and costs. If Designer is held liable by a third party in relation to these Terms and Conditions and any Services performed under any Agreement, the Client is obliged to pay Designer all costs related to thereto.

9. Intellectual Property

• To fulfil its obligations under this Agreement, the Designer will create works or have works created by third parties upon which intellectual property rights rest (the “Works”). Any drawings, sketches, 3D visual material, maps, plans, specifications and arrangements of design elements are original Works and are owned exclusively by the Designer. All title and other proprietary rights shall remain with the Designer, including copyright and moral rights.
• The Client hereby receives a license to copy and distribute the Works to third parties who are also involved with the project. The Designer shall not be responsible or liable for the modification or alteration of the Works other than by or with the consent of the Designer, or if the Works are misused or used for any other purpose than set out under this Agreement. This license may be temporarily suspended if the Client does not comply with the payment obligations under this Agreement.
• The Client shall acquire the finished product supplied by the Designer under this Agreement, provided that the Client has met all payment obligations. Any finished Works supplied by the Designer shall be printed and/or in PDF format. The Client shall not receive the Works in DWG or 3D format. The Client will also not receive any photographs taken by the Designer or which have been taken by a third party at the Designer’s request. Designer and Client may, however, agree that the Client may buy certain photographs on the condition that whenever such photographs are used, whether for personal or promotional purposes, that the Designer will be credited in text and below the photograph.
• The Works may not be used by the Client for any purpose other than completion of the project under this Agreement. The Client may share images and/or photographs of the project on social media, on the condition that the Designer is credited in these posts.
• The Client hereby gives the Designer the permission to document the project in progress and once completed by any means, and to use any and all images, photographs, and other (re)presentations of the project, at any stage of the process, as part of the Designer’s portfolio and website(s), on social media, or anywhere else for marketing and exhibiting purposes.
• The Client hereby gives the Designer permission for publication of the project by the Designer. This publication may at least include the first line of the Client’s address, and the first part of the Client’s postcode.

10. Confidentiality

Parties shall both be obliged to maintain the confidentiality of all confidential information that they receive from the Client or from another source in the context of the Agreement. Confidential information is information which is deemed confidential both explicitly and impliedly, and at least includes: personal data, information relating to the Client’s property, and any (proprietary) information relating to Designer’s business, its partners, and its other clients.

11. Term and Termination

• The Agreement shall commence on the date these Terms and Conditions have been accepted by the Client in connection with a Quotation. The Agreement shall remain in full force and effect for a definite period of time. The Agreement will last until full completion of the Services or until terminated by either party in accordance with these Terms and Conditions. Upon acceptance of the Client of completion of the Services, the Agreement shall terminate.
• Designer is entitled to cancel the Agreement with the Client (without stating the reason and/or observing a cancellation period) if: (i) the bankruptcy of the Client is pronounced; (ii) Client applies for its own bankruptcy or suspension of payment; (iii) a substantial part of the Client’s assets is seized; (iv) Client violates applicable laws or regulations, including (but not limited to) legislation relating to: criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery or corruption; or (v) Client acts unlawfully towards Designer.
• If the Agreement is terminated by Designer due to an attributable failure in the fulfilment of the Agreement by the Client, the Client must pay the costs incurred with regard to the Services performed up to then. Behaviour of the Client on the basis of which Designer can no longer reasonably be expected to complete the Agreement, is in this context also regarded as an attributable failure.
• The Client is only permitted to terminate the Agreement after Designer has demonstrably been held responsible for an attributable shortcoming on the part of Designer and Designer has failed to rectify this shortcoming after notice of default. This authority to terminate does not affect the Client’s obligation to payment for the Services already performed by Designer.

• Provisions herein which expressly or by implication survive termination shall continue in full force and effect.

12. Complaints Procedure

• Complaints about the implementation of the Agreement or these Terms and Conditions must be submitted fully and clearly to Designer within a reasonable time after the Client has discovered the defects.
• The Client must, in any case, give Designer at least four (4) weeks to resolve the complaint in mutual consultation.

13. Miscellaneous

• Assignment. Designer and/or the Client may only assign or otherwise transfer their rights and/or obligations under this Agreement if the other party has given its written consent. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
• Headings. Headings included in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
• Non-Waiver. The failure to enforce any provision of this Agreement will not constitute a waiver nor be construed as such. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise.
• Rights of Third Parties. The Contractors (Rights of Third Parties) Act 1999 shall not apply to the Agreement and nothing in this Agreement shall give any third-party rights against the parties to this Agreement or either of them.
• Insurance. The Client shall be responsible for the insurance of the premises for the entire duration of the project until completion. The Designer cannot be held responsible for the Client’s inadequate insurance coverage

14. Applicable law

• Only the laws of Scotland apply to the legal relationship between Designer and the Client.
• The courts of Scotland are authorized (in the first instance) to take cognizance of any dispute between Designer and the Client, unless otherwise required by law.

15. Contact

• The Designer welcomes your questions or comments regarding the Terms and Conditions at design@silviagrand.com.