TERMS OF SUPPLY
The following definitions apply to these terms:
Designer means any company or person who registers for a Membership with the Website, and uses the Services to search for Projects.
Customer means any person or persons who registers with the Website to search for a Designer.
Membership means the Designer who is named on an application for membership and for whom, following acceptance by us, we have agreed to provide services to, in accordance with these terms.
Project refers to any design project posted by a Customer via the Website.
Profile means a Designer’s profile on the Website.
2. Who we are, what we do and how to contact us
- 2.1. www.interiornet.co.uk is a site operated by Stellar Projects Ltd trading as Interiornet ("We"). We are a limited company registered in England and Wales under company number 11945026 and have our registered office at 20-22 Wenlock Road, London, England, N1 7GU. Our main trading address is 20- Wenlock Road, London, N1 7GU.
- 2.2. To contact us, please email firstname.lastname@example.org.
- 2.3. We provide a service that helps Customers find Designers (being interior designers) to assist with their Projects through the Website.
3. There are other terms that may apply to you
· Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
4. Our contract with you.
- 4.1. Our contract. If you are a Designer, these are the terms and conditions (Terms of Supply) that govern your Membership with us and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- 4.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- 4.3. Language. These Terms of Supply and the Contract are made only in the English language.
- 4.4. Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
5. Placing an application and its acceptance.
- 5.1. Placing your application. Please follow the onscreen prompts to place your application to activate your Membership. You may only submit an application using the method set out on the site. Each application is an offer by you to buy the services specified in the application and also described on our Website from time to time (Services) and the Services are subject to these Terms of Supply.
- 5.2. Correcting input errors. Our application process allows you to check and amend any errors before submitting your application to us. Please check the application carefully before confirming it. You are responsible for ensuring that your application and any specification submitted by you is complete and accurate.
- 5.3. Acknowledging receipt of your application. After you place your application, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your application or your Membership has been accepted. Our acceptance of your application will take place as described in clause 5.4.
- 5.4. Accepting your application. Our acceptance of your application and your Membership takes place when we send an email to you to accept it (Membership Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Membership Confirmation.
- 5.5. If we cannot accept your application. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your application. If you have already paid for the Services, we will refund you the full amount.
6. Membership term and cancellation
- 6.1. Your Membership will start on the Commencement Date. Unless terminated earlier in accordance with clause 15, (Termination) or clause 6.2, this agreement shall continue for the period set out in your Membership (Initial Term) and shall automatically extend for the same period (Extended Term) at the end of the Initial Term and at the end of each Extended Term.
- 6.2. Either party may give written notice to the other party in accordance with clause 18, not later than 7 (seven) days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
- 6.3. You may cancel your Membership before the end of the Initial Term or the relevant Extended Term, as the case may be, by giving written notice to us in accordance with clause 18 but Charges (as defined in clause 11.1.1) are non-refundable save for limited circumstances that are offered at our sole discretion.
7. Our services
- 7.1. Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
- 7.2. Compliance with specification. Subject to our right to amend the specification (see clause 7.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your application in all material respects.
- 7.3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
- 7.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
- 7.5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Membership Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
- 7.6. No partnership or agency. In using the Services provided by us you acknowledge that nothing in this Contract is intended to, or shall be deemed to, establish any partnership between you and us or constitute any party the agent of another party. We are not acting as an agent and are not responsible for any agreement or appointment between you and Customer(s) arising out of the use of the Website. It is the sole responsibility of the Customer to select a suitable Designer for their particular Project and to negotiate the terms of appointment between them. Likewise, it is the responsibility of the Designer to choose Projects they are qualified and professionally competent to undertake, and to negotiate their terms of appointment with the Customer. We will not be involved or held liable for any agreement between the Customer and Designer and any losses or disputes arising as a result of that agreement.
- 8.1Upon Membership Confirmation Designers are eligible to use and access of features of the Website, being:
- 8.1.1. the ability to post materials;
- 8.1.2. edit your Profile;
- 8.1.3. bid for Projects;
- 8.1.4. accept direct communication with prospective customers;
- 8.1.5. post reviews; and
- 8.1.6. opportunities to feature on our social media platforms.
- 8.2. We reserve the right to amend the features of the Website, we will notify you in advance of any such amendment.
- 9.1. We do not vet, manage or approve the content of reviews submitted by Customers. In using the Services provided by us you acknowledge that we are not responsible for the review content that Customers post to the Website, or any harm done by such content. Any objections to reviews should be brought to our attention by emailing email@example.com. We reserve the right, but only at our sole discretion, to remove any reviews that are not deemed by us to be fair or reasonable.
- 9.2. We do not promote, represent or approve of any user of this service. Reviews supplied by Customers are their personal opinion only. All users understand that any use of profanity, libellous behaviour, illegal activity, or any other form of abuse of the feedback function or any other part of the Website may be banned from further use of the Website and Services and reported to the authorities, if applicable.
- 9.3. You may use short extracts of these reviews for your business marketing, provided such comment is reproduced in a fair and accurate manner and in all cases this must be properly attributable to us and where the comment is published online this should link to your Profile. You have no rights in relation to such reviews including after terminate of your Membership howsoever arising. You may not copy, adapt, modify, distribute or publish these reviews other than to the extent authorised by us in writing.
10. Your obligations
- 10.1. Co-operation: you will cooperate with us in all matters relating to the Services you will provide us with such information and materials we may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects.
- 10.2. Accurate Information: You will provide accurate, truthful, and complete information regarding your business and keep all business information up to date.
- 10.3. Your Content: you agree that you are solely responsible for any posts, content, photographs, information and any other material that you may submit, publish or upload onto your Profile (Your Content). You agree that Your Content represents your own work, and you will not claim credit for the work of others. Your Content must not contain any material:
- 10.3.1. which is defamatory of any person;
- 10.3.2. which is obscene, offensive, hateful, discriminatory, unethical, immoral or inflammatory; or
- 10.3.3. which does or could potentially infringe the intellectual property rights of a third party.
We reserve the right to remove Your Content, in whole or in part, submitted by you for any reason without notice. We do not guarantee that we will publish all of Your Content.
- 10.4. Third party intellectual property: you warrant that you and Your Content shall not infringe the rights, including any intellectual property rights, of any third party and shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party's intellectual property rights.
- 10.5. Account and Profile security: You are solely responsible for any and all activity on your account and Profile, including as a result of you choosing to share your account credentials, not keeping your account credentials confidential, or not keeping your account credentials updated.
11. How to pay and payment terms.
- 11.1. Membership Fees for Designers.
- 11.1.1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 11.
- 11.1.2. The Charges are the prices quoted on our site at the time you submit your application.
- 11.1.3. If you wish to change the scope of the Services after we accept your application, and we agree to such change, we will modify the Charges accordingly.
- 11.1.4. We take reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 11.1.7 for what happens if we discover an error in the price of the Services you have applied for.
- 11.1.5. Our Charges may change from time to time, but changes will not affect any application you have already placed.
- 11.1.6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
- 11.1.7. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your application. We will not process your application until we have your instructions. If we are unable to contact you using the contact details you provided during the application process, we will treat the application as cancelled and notify you in writing. However, if we mistakenly accept and process your application where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
- 11.2. How to pay
- 11.2.1. Payment for the Services is in advance. We will take your first payment upon acceptance of your application and will take subsequent payments for any relevant Extended Term in advance of the relevant Extended Term.
- 11.2.2. You can pay for the Services using a debit card or credit card.
- 11.2.3. Once you have made your payment we will send you confirmation of payment. You agree to receive all confirmations of payment by email to the email address you have given to us. It is your responsibility to ensure that this email address is working correctly
- 11.2.4. For any failed or cancelled payments, a £10 administration fee will be levied.
- 11.2.5. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.2.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12. Intellectual property rights
- 12.1. All intellectual property rights in or arising out of or in connection with the Website, Services and Membership (other than Your Content or any other materials provided by you) will be owned by us (save for where disclosed on the Website). You acquire no right, title or interest in our intellectual property.
- 12.2. You agree to grant us a licence to and/or share Your Content for promotional purposes on the Website even after your Membership is terminated in accordance with this agreement.
13. Limitation of liability: your attention is particularly drawn to this clause
- 13.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- 13.1.1. death or personal injury caused by negligence;
- 13.1.2. fraud or fraudulent misrepresentation; and
- 13.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- 13.2. Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- 13.2.1. loss of profits;
- 13.2.2. loss of sales or business;
- 13.2.3. loss of agreements or contracts;
- 13.2.4. loss of anticipated savings;
- 13.2.5. loss of use or corruption of software, data or information;
- 13.2.6. loss of or damage to goodwill; and
- 13.2.7. any indirect or consequential loss.
- 13.3. Subject to clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
- 13.4. We have given commitments as to compliance of the Services with the relevant specification in clause 7.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- 13.5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- 13.7. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
- 13.8. We assume no responsibility for the content of websites linked on our Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
- 13.9. If you are a Customer, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 13.10. This clause 13 will survive termination of the Contract.
- 14.1. We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
- 14.2. We each may disclose the other's confidential information:
- 14.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
- 14.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 14.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15. Termination, consequences of termination and survival
- 15.1. Termination. Without limiting any of our other rights, we may at our sole discretion suspend the performance of the Services, deactivate your account, block your email address, or otherwise terminate or restrict your access to or use of the Website or terminate the Contract with immediate effect by giving written notice to you if:
- 15.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- 15.1.2. you fail to pay any amount due under the Contract on the due date for payment;
- 15.1.3. you receive a consistent number of negative reviews on the Website in relation to services you provided Customers for their Projects;
- 15.1.5. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
- 15.1.6. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- 15.2. Consequences of termination. On termination of the Contract you agree that we have the rights to deactivate your account, block your email address, or otherwise terminate or restrict your access to or use of the website, immediately and without notice. You also agree that termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
- 15.3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16. Events outside our control.
- 16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
- 16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract.
- 16.2.1. we will contact you as soon as reasonably possible to notify you; and
- 16.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
- 16.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of
18. Communication between us.
- 18.1. When we refer to "in writing" in these Terms, this includes email.
- 18.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be sent by email.
- 18.3. A notice or other communication is deemed to have been received if sent by email, at 9.00 am the next working day after transmission.
- 18.4. In proving the service of any notice, it will be sufficient to prove, in the case of an email, that such email was sent to the specified email address of the addressee.
- 18.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 19.1. Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- 19.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- 19.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- 19.4. Severance. Each paragraph of these Terms of Supply operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 19.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
- 19.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.