Terms and Conditions

Interior Design Service Agreement

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;

Project means the Services requested by the Customer and may include design work of one room or an entire property. Specific details of which shall be detailed within the Quotation and the Schedule;

Quotation means the document detailing the Customer’s request to acquire the Services from the Designer including details of the process, Fees, timescales, and any relevant information required to undertake the Services. Upon signature of the Quotation the Services will be subject to the terms of this Agreement;

Services means the interior design services required by the Customer which form the Project as detailed in the Quotation and as described in the Schedule; And

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 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 will arrange an Initial Consultation with the Customer. This can take place virtually or in-person. The Designer and the Customer will discuss the Project and thereafter, the Designer shall provide the Customer with a Quotation and if the Customer would like to proceed, a Site Visit shall be arranged at a mutually convenient date and time.

2.2 The Services shall be rendered in accordance with this Agreement, the specification set out in the Quotation and detailed in the Schedule found at the end of this Agreement (as may be amended by mutual agreement from time to time).

2.3 The Designer will provide drawings, sketches, boards, impressions, plans or similar documents as applicable in advance of the commencement, and during the course, of the Project. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Project nor to guarantee any specific results.

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 has notified the Customer in writing that they shall not be acting as Principal Designer or Principal Contractor on this Project and the Customer is aware of the obligations placed upon them under the Construction (Design and Management) Regulations 2015 and therefore Clause 4.11 shall not take effect for the purpose of this Agreement.

2.7 The Designer will not take on the role of principal designer in accordance with the Building Safety Act 2022 and its associated regulations. The responsibility of appointing a competent person as the principal designer for the Project, when subject to a Building Regulations application, lies with the Customer. The Designer will collaborate with the Customer to assess the necessity of a qualified duty holder taking on the role of principal designer before the commencement of the design stage. It is expressly clarified that the principal designer's function under the Building Safety Act 2022 is entirely distinct from the role outlined in the Construction (Design and Management) Regulations 2015. Additionally, it is emphasised that different appointed duty holders may assume the roles of principal designer under these respective legislations. It is hereby acknowledged within this Agreement that, under no circumstances, will the Designer act as the principal designer under the Building Safety Act 2022.

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

2.9 Any revisions included in the scope of work are detailed in the Schedule. Any revisions required over and above those detailed in the Schedule shall be charged in addition to the Fee quoted.

2.10 The Quotation shall be valid for a period of 30 Days from the date upon which it was issued to the Customer. If the Customer would like to proceed with the Services after this time has elapsed, the Designer shall provide an amended Quotation to take into account any fluctuation in the Designer's and any third-party suppliers' prices.

2.11 The Customer understands the following in relation to Co-Ordination:

2.11.1 Upon instruction by the Customer, the Designer will collaborate with any third party contractors, tradespeople or any other parties instructed by the Customer to perform services on the Project and, where required, the Designer shall co-ordinate with such persons by providing any relevant information to or receiving any information from such persons in relation to the Designer’s design. However, the Designer shall not be responsible for the content of the information received nor shall the Designer be responsible or liable for any services performed by such parties;

2.11.2 The Customer shall provide the Designer with a list of all third party contractors, tradespeople or any other parties instructed by the Customer on the Project either prior to the commencement of the Project or otherwise during the course of the Project as and when such parties are appointed by the Customer.

2.11.3 Where the Designer is performing Co-Ordination alongside other third party contractors, tradespeople or any other party instructed by the Customer the responsibility of the Designer shall solely be to support and share information with such persons. The role shall not be as a project manager and nothing in this sub-Clause 2.10.3, sub-Clause 2.10.2 or 2.10.1 above or anything in this Agreement shall be deemed to imply any responsibility or liability upon the Designer in such a project management role. It remains the Customer's sole responsibility to ensure that any such persons are performing the services in accordance with the overall Project brief. The Designer will not be liable for any loss or damages suffered by the Customer or any person or business so connected with the Customer which has been caused by such persons. For the purpose of this Clause 2, the Designer shall not bind the Customer.

3. THIRD PARTY PRODUCTS AND SERVICES

3.1 The Designer is not responsible for any third-party supplier's product or service availability. Accordingly, the Designer does not guarantee prices or availability in relation to any products or services that it suggests as part of the Services. Should any products or services be unavailable the Designer shall provide an alternative within the Fee quoted. However, should any alternatives be unavailable then the Designer shall, at their discretion,

charge an additional fee on a time spent basis in researching and compiling the necessary information for the Customer.

3.2 If you change your mind about any products the Designer reserves the right to charge additionally for any such changes.

3.3 Any products or services purchased with any third-parties that we recommend shall form part of a separate agreement between you and that third-party. The Designer makes no warranties or guarantees as to the fitness of those goods or services. Any suggested third-party recommendations are made in good faith. Any defects or problems with products should be raised with that third-party supplier. The Designer shall not be responsible nor liable for any such defects or problems.

Products & Services – Designer acting as Agent and/or Principal

3.4 We act as your agent (“Agent”) when we:

3.4.1 Provide you with a list of products and services;

3.4.2 Recommend any third-party products or services that we believe will assist you in the overall Project;

3.4.3 Enter into a contract with any third-party suppliers on your behalf and as instructed by you acting as your Agent; and

3.4.4 You pay for all third-party products and services.

3.5. Where we act as your Agent any contract shall be between you and the third-party and you shall be bound by the terms & conditions of that third-party. We will, where possible, send you any terms & conditions if 3.4.3 applies. However, this will, in some circumstances, be after the contract has been entered into on your behalf.

3.6 We are entitled to charge for our time when procuring products and services on your behalf. Where possible and if agreed in advance this will be outlined in the Quotation and specified in the Schedule of this Agreement. However, in some circumstances if might be after this Agreement has been signed. In which case the Designer shall agree any additional fees with you in writing in advance.

3.7 When acting as your Agent the terms in sub-Clause 3.3 shall apply and we shall not be responsible nor liable for any problems or defects of any third-party products or services.

3.8 We act as principal (“Principal”) when we:

3.8.1 Place an order with any third-party suppliers of products and services;

3.8.2 Arrange for the delivery, installation and performance of those products and services;

3.8.3 Advise you on the use and maintenance of such products and services; and

3.8.4 Pay for any products and services under the following terms:

3.8.4.1 We shall provide you with an estimate of the cost of any products or services which shall be valid for 7 Days or any other validation period as we may advise you of in writing;

3.8.4.2 The estimate shall become valid upon your acceptance of the same which you shall provide to the Designer in writing, at which time we shall issue confirmation of your acceptance in writing;

3.8.4.3 We shall have the right to amend or revoke any estimate at any time in advance of your acceptance of the same;

3.8.4.4 The amount due shall be as detailed in the estimate or as agreed in writing thereafter unless an event outside of our control shall affect the price estimated. This might be due to, but is not limited to, an increase in the cost of materials, labour, transportation or inflation.

3.9 Any procurement fees, trade discounts or preferential pricing arrangements shall be applied in accordance with the Fee Proposal issued for the Project.

3.10 If you instruct us to order products or services on your behalf and then change your mind, we reserve the right to charge you an administration fee. Such fee shall be notified to you in writing and shall cover the time it has taken us to source those products and services and any time spent in dealing with the third-parties on your behalf.

3.11 Nothing in this Agreement shall affect your statutory consumer rights in relation to any products or services when we act as your Principal. If any products or services are defective or not fit for purpose, we shall be responsible to rectify the same unless the defects or problems relate to:

3.11.1 Fair wear and tear;

3.11.2 Wilful damage, abnormal storage, an accident or negligence caused by you or any third-party. Further, any misuse or failure to operate the product in accordance with the supplier’s instructions; and

3.11.3 Any alteration or repair of damage carried out by a third-party who has not been instructed by us or the supplier of those products or services.

3.12 Risk of products shall pass as follows:

3.12.1 to you upon delivery and/or installation to your property or delivery to any storage facility either owned or used by you; or

3.12.2 to us upon delivery to a storage facility either owned or used by us. Thereafter, risk shall pass to you upon delivery and/or installation of products to your property or delivery to any storage facility either owned or used by you.

3.13 However, title shall not pass to you until we have received payment in full of such products until such time you shall:

3.13.1 store all product(s) separately and so it/they remain readily identifiable as our property; and 3.13.2 maintain product(s) in a satisfactory condition.

If before title passes you are in default of your obligations under this Agreement, then without limiting any other right or remedy we may require you to deliver up all products and if you fail to do so promptly, enter your premises or those of any third party in order to recover the products.

3.14 Any time or dates provided for delivery of products or services shall be estimates only and time shall not be of the essence under this Agreement.

3.15 You shall ensure that access is provided for delivery of all products and services and the dates and times provided. Should access be withheld or any third-party supplier is unable to obtain access you shall be responsible for any additional charges for re-delivery of products or re-performance of services. Furthermore, we reserve our right to suspend or cancel the part of this Agreement which relates to the supply of third-party products or services.

3.16 Where we order bespoke or made to order products for you as Principal, we shall rely upon the specifications provided by you in writing. We shall not be responsible or liable to you if any bespoke or made to

order products are incorrect due to you providing us with incorrect measurements, colours, descriptions or otherwise.

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 Should the Customer delay the Project for a period in excess of 4 Weeks once the Designer has commenced provision of the Services the Designer, and any third-party supplier, shall reserve the right to increase the Fee quoted.

4.4.1 If the Project is paused or delayed by the Customer for a period exceeding 60 days, the Designer reserves the right to review and revise any outstanding Fees, timescales and scope of work prior to recommencing the Project.

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 It shall be your responsibility to check access provisions when ordering any furniture or large products for the Project. The Designer shall bear no responsibility or liability for any access problems that third-party suppliers may experience when delivering goods or performing services.

4.11 Where the Designer is acting as Principal Designer but not as Principal Contractor it shall be the Customer’s responsibility to inform the Designer in writing of the Principal Contractor appointed for the Project and all other third party contractors. Furthermore, when acting as Principal Designer the Designer does not warrant:

4.11.1 compliance with the overall Project and any construction costs which may need to be reviewed from time to time due to delays or changes to the Project caused by the Customer, Principal Contractor or any other third party contractors working on the Project or any unforeseeable factors which affect the timeline or costings of the overall Project.

4.12. The Customer hereby acknowledges and agrees that it is their sole responsibility to engage a principal designer as per the stipulations outlined in sub-Clause 2.7. The Designer shall bear no liability for any non- compliance with applicable legislation or regulations in the event that the Customer elects to disregard any guidance provided by the Designer, including but not limited to the Building Safety Act 2022 and the appointment of competent and skilled duty holders.

5. FEES AND PAYMENTS

5.1 In consideration of the Services the Customer shall pay the Fee along with any deposit as agreed in the Quotation and as detailed in the Schedule of this Agreement. Any banking transfer fee, whether sending or receiving, will be the Customer’s sole responsibility.

5.2 All invoices submitted to the Client by the Designer shall be paid within 14 days from the date of the invoice

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.

5.4 You shall reimburse us for reasonably incurred expenses and disbursements at cost plus any handling charge we incur, including travel costs for visits to any property situated outside of our service area.

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 As a consumer you have certain rights in relation to cancellation of our Services. Under the Consumer Contracts Regulations 2013 you are entitled to a 14-day cooling off period if you change your mind for any reason.

6.2 If the Project starts within the 14-day cooling off period and you change your mind you are required to pay us for the Services we have completed up to that point. We will calculate the cost of the Services up to the point you change your mind and, if payment has been made by you, any refund due shall be paid to you. If any deposit or payment you have sent to us does not sufficiently cover the cost of the performance of Services up to the point you change your mind you shall be obliged to pay us the difference.

6.3 Any refund due shall be paid to you within 14 days.
6.4 Any payment you are required to send to us shall be paid Immediately.

6.5 If we have ordered third-party products or services acting as your Principal then we shall be bound by those third-party’s terms & conditions. Therefore, you are obliged to pay for such products or services where we are unable to cancel the same.

6.6 Any bespoke or made to order products which we order on your behalf whether as Agent or Principal shall be paid for regardless of any right to a cooling off period. You shall therefore remain liable for the cost of such products if you change your mind and cancel this Agreement.

6.7 Upon expiry of the cooling off period you are entitled to cancel the Services. However, you shall not be entitled to any refund of Fees already paid.

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 sub-Clauses 7.2 or 7.3.

7.2 Either Party may terminate this Agreement at any time by giving to the other written notice of 7 calendar days or immediately upon mutual agreement.

7.3 Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement forthwith 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 any of the provisions of 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 any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

7.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

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 the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

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

7.3.7 that other Party ceases, or threatens to cease, to carry on business;

7.4 For the purposes of sub-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.

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. Please note that we will not be liable under this provision if:

8.4.1 We have informed you of the problem and provided you with a reasonable solution to fix it, but you have chosen not to; or

8.4.2 The damage has been caused by your own failure to follow our instructions,
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 Company 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 Quotation 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 Quotation 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’);

12. MARKETING - OUR RIGHTS

12.1 We have the right to take any photographs/video of the Project at any stage during performance of the Services or during a Site Visit. Any such photographs/video may be used in our marketing and any promotional materials which shall be used on our, or any third-party website, on social media and any publications we choose to create or take part it. When referring to the Project in marketing and promotional material only generalised

information shall be used which would not reveal your identity or your address. No photographs shall be used which may contain personal information about you.

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 Any complaints should be raised with us in writing within 7 days of your discovery of the reason for the complaint. We expect you to give us the opportunity to resolve any dispute face to face with you whether that be in person or virtually.

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: June 2026