Terms & Conditions

Design Projects

BETWEEN

(1) Willow and White Interiors ("the Designer", "we", "us", or "our"), a business operated by Caroline Knight. (2) The Customer ("you" or "your"), being the person(s) who engage(s) our services.

WHEREAS

(1) The Designer is engaged in the business of providing Interior Design Services.

(2) The Customer hereby engages the Designer and the Designer hereby accepts such engagement to provide the Services subject to and in accordance with the terms of this Agreement.

1. DEFINITION OF TERMS

Business Day means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;

Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

Customer means the individual who shall be a consumer as defined under the Consumer Rights Act;

Co-Ordination means where the Designer collaborates with other third party contractors or tradespeople who are also working on the Project. But this does not mean that the Designer is taking on the role of a project manager;

Data Protection Legislation means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and

Fees means the fee the Customer shall pay to the Designer for performance of the Services;

Initial Consultation means an in-person or virtual consultation to discuss the brief, budget, timescales and any other relevant information;

Intellectual property means

(a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and(d) the right to sue for past infringements of any of the foregoing rights;

Design Services Agreement means the signed agreement between the Designer and Customer, comprising the appointment letter, Design Schedule and these Terms & Conditions.

Design Schedule means the document setting out the agreed scope of work, design stages, deliverables, fees, payment schedule and any additional services.

Project means the interior design project described in the Design Schedule.

Services means the interior design services agreed between the Designer and Customer, as detailed in the Design Schedule, together with any additional services subsequently agreed in writing.

Site Visit means a visit to the Customer’s residential property by the Designer to survey the space, take measurements, take photographs and present any of any stages detailed in the Design Schedule.

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 a Clause or paragraph is a reference to a Clause of this Agreement; and 1.2.5 a "Party" or the "Parties" refer to the parties to this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

2. SERVICES

2.1 The Designer shall provide the Services set out in the signed Design Services Agreement and accompanying Design Schedule. Work will commence following receipt of the initial payment and confirmation of the project start date, subject to the Customer's statutory cancellation rights.

2.2 The Services shall be provided in accordance with the Design Services Agreement, Design Schedule and these Terms & Conditions, including any changes subsequently agreed in writing.

2.3 The Designer will provide the drawings, sketches, mood boards, visualisations, layouts and other design materials specified in the Design Schedule. These communicate design intent and are not drawings or instructions for construction, fabrication or installation. Colours, finishes, proportions and appearance shown in illustrative materials may vary from the finished result. The relevant contractor, fabricator or installer must verify site dimensions and technical requirements and prepare any technical drawings required before carrying out their work.

2.4 The Designer shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best practice in interior design.

2.5 The Designer shall ensure that they comply with all relevant codes of practice.

2.6 The Designer is appointed to provide the interior design services specified in the Design Schedule. This appointment does not include acting as Principal Designer or Principal Contractor under the Construction (Design and Management) Regulations 2015. Where statutory duty-holder appointments are required, these must be addressed in accordance with applicable legislation. Nothing in this clause excludes any statutory duties that apply to the Designer.

2.7 The Designer is not appointed to act as Principal Designer under either the Construction (Design and Management) Regulations 2015 or the applicable Building Regulations. The Services do not include undertaking either Principal Designer role or providing drawings for construction, fabrication or installation. Where the Project requires a Principal Designer, a separate competent person must be appointed to fulfil the relevant role before the work requiring that appointment begins. Nothing in this clause excludes statutory duties that apply to the Designer.

2.8 Time shall not be of the essence in the rendering of the Services under this Agreement.

2.9 The revisions included in the Services are specified in the Design Schedule. Revisions beyond that allowance, including changes to a previously approved brief, layout or selection, will be charged additionally. The additional work and its fee or charging basis must be agreed in writing before proceeding. The Designer is not obliged to undertake additional revisions until that agreement is received. Any resulting changes to the programme will be confirmed in writing.

2.10. Where agreed separately in writing, the Designer may provide Installation Coordination services at the rate specified in the Design Schedule.

2.10.1 These services may include liaising with contractors and suppliers, arranging site visits, coordinating installation schedules and responding to design-related queries.

2.10.2 The Customer shall appoint and pay contractors directly. Contractors remain responsible for their own workmanship, technical decisions, site safety and compliance with applicable regulations.

2.10.3 The Designer does not undertake the role of Principal Contractor or provide construction project management services unless expressly agreed in a separate written appointment.

2.10.4 The Designer remains responsible for exercising reasonable care and skill in providing the agreed Installation Coordination services.

3. THIRD PARTY PRODUCTS AND SERVICES

Product availability and changes

3.1 where a specified product becomes unavailable, the Designer will explore suitable alternatives within the agreed design scope and revision allowance. Any additional sourcing work and associated fees will be agreed with the customer before proceeding.

3.2 if the customer changes their mind about a selected product or service, the Designer may charge for additional sourcing, design revisions or order administration. The work and associated fees will be agreed in writing before proceeding. The Designer will not charge twice for work already included in its fees.

Third-party recommendations

3.3 where the customer purchases products or services directly from a third party recommended by the Designer, the contract is between the customer and that third party. The third party is responsible for its products, services and workmanship. The Designer does not guarantee the third party’s performance but remains responsible for exercising reasonable care and skill in its own agreed services.

Purchasing arrangements

3.4 the Designer may act as the customer’s purchasing agent or as the seller of products. Before placing an order, the Designer will confirm in writing:

(a) whether the Designer is acting as agent or seller;

(b) the identity of the supplier contracting with the customer;

(c) the products or services being ordered and their price, including applicable delivery charges and vat;

(d) any procurement fees and the treatment of trade discounts; and

(e) applicable order, cancellation and return terms.

Orders require the customer’s written approval.

Where the Designer acts as agent

3.5 the Designer arranges purchases of products or services on the customer’s behalf and with their authority. The supply contract is between the customer and the third-party supplier, and the ordering arrangements will identify the customer as the buyer. The supplier’s applicable terms will be made available to the customer before approval of the order.

3.6 the third-party supplier is responsible for supplying the products or services and addressing defects, returns and refunds. The Designer remains responsible for exercising reasonable care and skill in its agreed procurement and order management services.

Where the Designer acts as Seller

3.7 the Designer purchases products for onward supply to the customer. The supply contract is between the Designer and the customer. The Designer is responsible for supplying the products and handling defects, returns and refunds in accordance with the agreed terms of sale and the customer’s statutory rights.

3.8 the Designer is not responsible for faults or damage to the extent caused by:

(a) fair wear and tear;

(b) accidental or deliberate damage, misuse, neglect or unsuitable storage by the customer or anyone for whom the Designer is not responsible;

(c) failure to follow reasonable care, maintenance or operating instructions provided to the customer; or

(d) alterations, repairs or installation by the customer or a third party for whom the Designer is not responsible.

These exclusions do not remove the Designer’s responsibility for an original defect or for faults or damage caused by the Designer or anyone for whom the Designer is responsible.

Procurement and order management fees

3.9 procurement and order management is an additional service, subject to separate written agreement. Where applicable, the fee is 20% of the supplier purchase price after trade discounts. The treatment of delivery charges and vat in calculating the fee, and any vat payable on the fee itself, will be specified in the design schedule before orders are approved.

Estimates and order confirmation

3.10 estimates issued by the Designer are valid for seven calendar days unless another period is stated in writing. The Designer may amend or withdraw an estimate before the customer accepts it. The customer’s acceptance must be in writing, and the Designer will confirm acceptance of the order in writing. Any subsequent change to the agreed price or order requires the customer’s written agreement before the Designer proceeds with that change.

Changes and cancellations after ordering

3.11 if the customer requests a change or cancellation after an order has been placed, the Designer will explain whether it is possible and identify any associated supplier charges and additional administration work. Any administration charge must reflect reasonable additional work at a rate agreed in advance and must not duplicate an existing fee. Any cancellation charge must reflect reasonable, evidenced losses or unavoidable commitments, allowing for savings and recoveries. This clause does not restrict the customer’s statutory cancellation or refund rights.

Delivery and storage

3.12 where the Designer acts as seller, products remain at the Designer’s risk until they come into the physical possession of the customer or a person identified by the customer to receive them. Products held at a storage facility arranged by the Designer pending delivery remain at the Designer’s risk. Delivery to a storage provider independently appointed by the customer to receive the products on their behalf counts as receipt by the customer. The Designer remains responsible for damage caused by the Designer or anyone for whom it is responsible during subsequent handling or installation.

3.13 where the Designer acts as seller, ownership of each product remains with the Designer until payment for that product has been received in full. Any recovery of unpaid products will be pursued through lawful procedures.

3.14 delivery and installation dates will be confirmed when the order is agreed and identified as either estimated or agreed dates. The Designer will notify the customer of any material delay of which it becomes aware and discuss revised arrangements. Estimated dates do not remove the customer’s rights in relation to late delivery.

3.15 the customer must provide access at agreed delivery or installation times and disclose any known access restrictions beforehand. Where delivery or installation fails because the customer has not provided agreed access or has failed to disclose a known restriction, the customer will be responsible for reasonable, evidenced additional delivery, storage or attendance costs resulting from that failure. The Designer may suspend the affected delivery or installation while alternative arrangements are agreed. If the customer fails to resolve the access issue within a reasonable period following written notice, the Designer may cancel the affected part of the order. Any charges or refunds will be calculated in accordance with clause 3.11.

Bespoke and made-to-order products

3.16 where an order relies on measurements, colours, descriptions or other specifications supplied by the customer, the customer must check and approve those details in writing before the order is placed. The Designer is not responsible for errors caused by inaccurate information supplied by the customer, except to the extent that the Designer agreed to obtain or verify that information or failed to exercise reasonable care and skill in using it. Customer approval does not remove the Designer’s responsibility for its own errors.

Consumer rights

3.17 nothing in this section limits or excludes the customer’s statutory rights.

4. CUSTOMER'S OBLIGATIONS

4.1 If any consents, licenses or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the commencement of the Services.

4.2 In the event that the Designer requires the decision, approval, consent or any other communication from the Customer in order to continue with the provision of the Services or any part thereof at any time, the Customer shall provide the same in a reasonable and timely manner.

4.3 Any delay in the provision of the Services resulting from the Customer’s failure or delay in complying with any of the provisions of this Clause 4 or the Agreement, shall not be the responsibility or fault of the Designer.

4.4 If the Customer pauses or delays the Project for a period exceeding 60 days, the Designer may review the outstanding scope of work, fees and programme before work resumes. Any proposed changes will be confirmed in writing and agreed with the Customer.

4.5 The Designer uses the following communication methods:

Email and phone calls

4.6 The Designer aims to be available Monday to Friday between the hours of 9am until 3pm during week days, with the exclusion of Bank Holidays, to answer Customer queries. However, the Designer works for a number of customers and accordingly makes no guarantees as to this availability. Accordingly, the Designer aims to respond to any communication within 24 hours during normal working hours. Any communication received outside of this time will be responded to on the Designer’s next working day.

4.7 The Customer shall ensure that the Designer, and any third-party supplier, can access the Property at the agreed times to render the Services.

4.8 The Customer shall have the option of giving the Designer a set of keys to the property or being present at the agreed times to give the Designer access. The Designer warrants that all keys shall be kept safely and securely. The Customer shall ensure that access to the property shall be free from all unforeseen hazards such as, but not limited to, trips, slips and falls that the Designer may encounter when entering the Customer’s property.

4.9 The Customer shall provide the Designer with accurate and reliable information relating to the Project which the Designer reasonably needs for performance of the Services and the Designer shall be entitled to rely on such information.

4.10 Unless expressly included in the Design Schedule or otherwise agreed in writing, checking delivery access is the Customer’s responsibility and is not included in the Services. Before approving an order, the Customer must check that the products can pass through the relevant access routes to their intended location, including doorways, corridors, stairs and lifts, and notify the Designer of any access restrictions or special delivery requirements. The Customer shall be responsible for reasonable, evidenced additional costs arising from inaccurate access information or failure to carry out these checks, including failed delivery, redelivery, storage and specialist access arrangements. Any resulting changes or cancellations shall be dealt with under Section 3.

4.11. Where a Principal Designer appointment is required for the Project, the Customer shall ensure that a separate competent person is appointed and provide their details to the Designer. The Designer will cooperate with that person in relation to the agreed Services. If a required appointment has not been made, the Designer may suspend the affected Services until the appointment is confirmed.

5. FEES AND PAYMENTS

5.1 In consideration of the Services, the Customer shall pay the fees in accordance with the payment schedule set out in the Design Services Agreement and Design Schedule. Any applicable bank transfer fees shall be the Customer's responsibility.

5.2 All invoices are payable within seven days of the invoice date, unless otherwise agreed in writing. The payment schedule for the fixed design fee is set out in the Design Schedule.

5.3 All payments and deposits required to be made pursuant to this Agreement by the Customer shall be made in GBP in cleared funds to such bank, or payment provider, as the Designer may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as the Customer is required to deduct or withhold by law, except where the Customer is legally entitled to withhold or deduct an amount.

5.4 The Customer shall reimburse the Designer for agreed project-related expenses and additional travel in accordance with the rates and arrangements specified in the Design Schedule.

5.5 Without prejudice to sub-Clause 7.3.1 (termination for non-payment), any sums which remain unpaid shall incur interest on a daily basis at 8% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums. This provision shall not apply to payments disputed in good faith.

6. CANCELLATION

6.1 Nothing in this Agreement limits or excludes any statutory cancellation rights the Customer may have.

6.2 Where no statutory cancellation right applies, or the applicable cancellation period has expired, the Customer may terminate the Services in accordance with Clause 7. Payment for Services provided, any reasonable cancellation costs and any refund due will be dealt with in accordance with this Agreement.

Clauses 6.3 and 6.4 apply whether the Designer acts as Agent or Seller. Where the Designer acts as Agent, references to the Seller mean the third-party supplier.

6.3 Cancellation or termination of the Services does not, by itself, cancel product orders already approved by the Customer. Unless the Customer has a statutory right to cancel the relevant order, the Customer remains responsible for that order. Any cancellation accepted by the Seller will be subject to the applicable agreed cancellation terms. The Designer may recover reasonable, evidenced, non-recoverable costs and charges arising from the Customer’s cancellation, together with payment for procurement services already provided, without double recovery and allowing for any savings or recoveries.

6.4 Orders for goods made to the Customer’s specifications or clearly personalised are binding once accepted by the Seller and cannot be cancelled merely because the Customer changes their mind. The Customer remains liable for the agreed price. This does not affect the Customer’s statutory rights concerning faulty, misdescribed or otherwise non-conforming goods.

7. TERMINATION

7.1 This Agreement shall enter into force on the commencement date and shall continue until the Project is complete. Termination will occur automatically upon completion or in accordance with clauses 7.2 or 7.3.

7.2 The Customer may terminate the Services by giving seven calendar days’ written notice. The Designer may terminate the Services for a reasonable cause, explained in writing, by giving at least seven calendar days’ notice. Reasonable causes may include illness or incapacity preventing performance, threatening or abusive conduct, or a persistent failure to provide access, information or decisions needed to proceed after a written request and reasonable opportunity to resolve the issue. Either Party may terminate immediately by mutual written agreement or exercise an applicable termination right under clause 7.3. The Designer will not undertake avoidable further work or incur avoidable new commitments after notice is given. The financial consequences of termination are set out in clause 7.5. This clause does not restrict any statutory right to cancel or terminate.

7.3 Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement immediately by giving written notice to the other Party in the following circumstances:

7.3.1 Any sum owing to that Party by the other Party under this Agreement is not paid within 10 Business Days of the due date for payment;

7.3.2 The other Party commits any other breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice specifying the breach and requiring it to be remedied;

7.3.3 An encumbrancer takes possession of any of the other Party’s property or assets or, where the other Party is a company, a receiver is appointed over any of its property or assets;

7.3.4 The other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order within the meaning of the Insolvency Act 1986;

7.3.5 The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation, except for a bona fide amalgamation or reconstruction where the resulting company effectively agrees to assume the obligations imposed on that Party under this Agreement;

7.3.6 Anything analogous to any of the foregoing occurs in relation to the other Party under the law of any jurisdiction; or

7.3.7 The other Party ceases, or threatens to cease, to carry on business.

7.4 For the purposes of clause 7.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

7.5 Termination payments and documents

7.5.1 Subject to clause 7.5.2, where the Services are terminated, the Designer may charge for:

(a) Services provided up to the termination date, including completed stages and work undertaken on partly completed stages, whether or not that work has been presented to the Customer;

(b) agreed expenses already incurred; and

(c) reasonable, evidenced, non-recoverable costs and commitments properly incurred for the Project.

Partly completed stages will be charged proportionately against the agreed stage fee, reflecting the work undertaken. Services agreed on a time-charge basis will be charged at the agreed rate. Charges will take account of savings or recoveries and will not duplicate amounts already charged.

This clause is subject to any statutory cancellation rights and any remedies the Customer may have arising from the Designer’s breach.

7.5.2 Where the Designer terminates other than because of the Customer’s breach, the Customer shall pay for Services properly provided and agreed expenses properly incurred up to termination, but shall not be charged for unperformed Services or costs arising solely from the Designer’s decision to withdraw. Where the Customer terminates because of the Designer’s breach, any amounts payable shall take account of the Customer’s rights to a refund, price reduction or compensation.

7.5.3 Payments already received will be credited against the final account. Any balance properly due to the Designer shall be payable in accordance with Clause 5, and any excess payment will be refunded without undue delay. Product orders and associated procurement charges will be dealt with under Section 3 and clauses 6.3–6.4.

7.5.4 On payment of the fees properly due for the relevant work, the Designer will provide any completed design documents forming part of the agreed deliverables that have not already been supplied. The Designer is not required to complete unfinished stages or supply internal working files or editable source files unless expressly included in the Design Schedule. The Customer’s use of supplied documents remains subject to Clause 11. Nothing in this clause restricts the Customer’s statutory remedies.

8. INSURANCE AND LIABILITY

8.1 The Designer shall ensure that they have in place at all times suitable and valid insurance which shall include Professional Indemnity and Public Liability.

8.2 The Designer will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of this Agreement or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the Agreement is created. We will not be responsible for any loss or damage that is not foreseeable.

8.3 Our Services are intended for non-commercial use only. We make no warranty or representation that the Services are fit for commercial, business or industrial use of any kind. We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

8.4 If, as a result of Our failure to exercise reasonable care and skill, your property is damaged we will either repair the damage or pay you appropriate compensation. The Designer is not responsible to the extent that damage is caused or increased by the Customer’s failure to follow reasonable instructions or take reasonable steps to prevent further damage after being informed of the problem.

8.5 Nothing in this Agreement shall limit or exclude the Designer’s liability for death or personal injury.

8.6 Nothing in this Agreement seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office

9. DATA PROTECTION

All personal data that the Designer may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and the Customer’s rights thereunder.

10. FORCE MAJEURE

10.1 No Party to this Agreement or subsequent Design Services Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

10.2 In the event that a Party to this Agreement or subsequent Design Services Agreement cannot perform their obligations thereunder as a result of force majeure for a continuous period of 3 months, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Project.

11. INTELLECTUAL PROPERTY

11.1 When you use our Services, we will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence for you to use anything we provide to you which forms part of the Services such as designs, visualisations, drawings, mood boards or anything we would normally use when providing services to other customers for your personal, non-commercial purposes. The licence granted does not give you any rights in our intellectual property (including any material that we may licence from third parties).

11.2 The licence granted under sub-Clause 11.1 is subject to the following usage restrictions and/or permissions:

11.2.1 You may not, without our prior written consent, copy, rent, sell, publish, republish, share, broadcast or otherwise transmit any of the information we provide to you which forms part of the Services (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ’Acts Permitted in relation to Copyright Works’)

11.2.2 The Customer may share drawings, specifications and other design documents with contractors and suppliers appointed to carry out the agreed Project, solely for the purpose of implementing the design at the Property. The Designer retains ownership of the intellectual property in the design documents, subject to the licence granted under this Agreement.

12. MARKETING - OUR RIGHTS

12.1 The Designer may request permission to photograph or film the completed Project for portfolio, website, social media and other marketing purposes. Any marketing photography or filming will be arranged with the Customer's prior consent. The Designer will not publish the Customer's name, address or other identifying information without separate permission.

13. COMPLAINTS AND FEEDBACK

13.1 We always welcome feedback from our customers and, whilst we always use all reasonable endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.

13.2 Customers are encouraged to raise any complaints in writing as soon as reasonably practicable, providing details of the issue. The Designer will review the complaint and seek to resolve it promptly. Nothing in this clause affects the Customer's statutory rights.

13.3 Both Parties agree to use reasonable endeavours to resolve any dispute in good faith and attempt to reach an amicable settlement before commencing court proceedings.

14. LAW AND JURISDICTION

14.1 This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

14.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.

Last updated: November 2026