BACKGROUND: 

These Terms and Conditions shall apply to the provision of interior decorating services by <<Insert name of Decorator>> or <<Address>> (“the Decorator”) to customers that require interior decorating services.

1. Definitions and Interpretation 
   1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1. Unless the context otherwise requires, each reference in these Terms and Conditions to:
   1. “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
   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;
   3. “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
   4. a Schedule is a schedule to these Terms and Conditions;
   5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
   6. a “Party” or the “Parties” refer to the parties to the Agreement.
2. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
3. Words referring to the singular number shall include the plural and vice versa.
4. References to any gender shall include any other gender.
5. References to persons shall include corporations.

1. Orders
   1. The Decorator accepts orders for their Services through <<insert methods e.g. telephone, internet etc.>>.
   2. When placing an Order the Customer shall set out, in detail, the Services required. Details required include the location and size of the Property, the number and type of rooms which are to be decorated, the type(s) of decorating required (e.g. painting, wallpapering etc.). [The Decorator shall provide an Order form to the Customer which shall provide prompts for all required information.] [All such details are set out in the Agreement.]
   3. Once the Order is complete and submitted the Decorator shall, unless they do not wish to provide any quotation for the Services required, prepare and submit a Quotation to the Customer either by email or first class post which shall set out the required Deposit and fee, detailed in Clauses 3 and 4 respectively.
   4. The Customer shall be free to make changes to the Order and Quotation prior to acceptance of the Quotation by the Customer but changes to a Quotation shall only have effect if and to the extent that a revised Quotation in which they are included is issued to the Customer. The Customer may accept the Quotation or, where applicable, the revised Quotation, by telephone, email or first class post. Unless and except as the Decorator may otherwise agree in writing at any time, a Quotation shall only remain valid for acceptance within <<number of days, e.g 7>> days after it is issued by the Decorator.
   5. Notwithstanding the Decorator’s issue of a Quotation or acceptance of an Order or the Customer’s issue of an Order or acceptance of a Quotation, no binding agreement between the parties in relation to any of the Services shall exist or be effective until both parties execute the Agreement and the Deposit has been paid in full whereupon a binding agreement between them shall come into existence and be effective.
   6. Notwithstanding Sub-Clause 2.5, if the Deposit has not been paid by the date which is <<number of days, e.g 7>> days after the date of execution of this Agreement, the Decorator shall be entitled, provided that it has not commenced the Services, to refuse to accept any Deposit tendered after that period of <<number of days, e.g 7>> days and to notify the Customer that the Agreement shall not thereafter come into existence.
2. Deposit
   1. At the time of accepting the Quotation or not more than <<insert period e.g. 7 days>> thereafter the Customer must pay a Deposit to the Decorator. The Deposit shall be <<insert sum e.g. 25% of the Quoted Fee>>. 
   2. Subject to the provisions of Clause 7 the Deposit shall be non-refundable.
3. Fees and Payment
   1. The Quoted Fee shall include the price payable for the Services and for the estimated parts or other goods required to render the Services and complete the Job [and is further detailed in Schedule 1].
   2. The Decorator shall use all reasonable endeavours to use only the parts or other goods (and quantities thereof) set out in the Quotation and the Agreement; however if additional parts or other goods are required the Final Fee shall be adjusted to reflect this. Any such increases shall be kept to a necessary minimum.
   3. In the event that the price of parts or other goods to be procured by the Decorator increases or the costs of materials or services to be procured by the Decorator increase during the period between the Customer’s acceptance of the Quotation and the commencement of the provision of the Services, the Decorator shall inform the Customer of such increase and of any difference in the Final Fee.
   4. The Decorator shall invoice the Customer for the Final Fee when the provision of the Services and the Job is complete.
   5. All invoices must be paid within <<insert period e.g. 14 days>> of receipt by the Customer.
   6. Any sums which remain unpaid following the expiry of the time period set out in sub-Clause 4.5 shall incur interest on a daily basis at <<insert percentage>>% above the base rate of <<insert name of bank>> obtaining at the time.
4. Services
   1. The Services shall be rendered in accordance with the specification set out in the accepted Quotation and in the Agreement (as may be amended by mutual agreement from time to time).
   2. The Decorator may provide drawings, sketches, impressions, plans or similar documents in advance of the Job. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Job nor to guarantee specific results.
   3. The Decorator shall ensure that the Services are rendered with reasonable care and skill and to a reasonable standard which is commensurate with best practice in the interior decorating trade.
   4. The Decorator shall ensure that they comply with any and all relevant codes of practice.
   5. While rendering the Services the Decorator shall ensure that furniture, flooring and walls in the Work Area that are not the subject of the Services are suitably covered and protected for the duration of the Job.
   6. [The Decorator shall properly dispose of all waste that results from their rendering of the Services.]
   7. Following completion of the Job the Customer shall have a period of <<insert period e.g. 7 days>> within which to inspect the Job and to notify the Decorator of any defects. The Decorator shall correct any such defects at no additional cost to the Customer.
5. Customer’s Obligations
   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.
   2. The Decorator may require the removal of certain furniture, floor coverings, fixtures and fittings in the Property prior to the commencement of the Services. Unless specifically agreed otherwise any such removal shall be the responsibility of the Customer.
   3. The Customer shall ensure that the Decorator can access the Property at the Agreed Times to render the Services.
   4. The Customer shall have the option of giving the Decorator a set of keys to the Property or being present at the Agreed Times to give the Decorator access. The Decorator warrants that all keys shall be kept safely and securely.
   5. The Customer shall ensure that the Decorator has access to electrical outlets and a supply of hot and cold running water.
   6. The Customer must give the Decorator at least <<insert period e.g. 24 hours>> notice if the Decorator will be unable to provide the Services on a particular day or at a particular time. The Decorator will not invoice for cancelled Visits provided such notice is given. If less than <<insert period e.g. 24 hours>> notice is given the Decorator shall invoice the Customer at the Decorator’s normal rate.
6. Cancellation
   1. The Customer may cancel or reschedule the Job at any time before the Agreed Date. The following shall apply to cancellation or rescheduling:
      1. If the Customer cancels the Job more than <<e.g. 28 days>> before the Agreed Date the Decorator shall issue a full refund of all sums paid, including the Deposit.
      2. If the Customer reschedules the Job more than <<e.g. 28 days>> before the Agreed Date the Decorator shall retain all sums paid, including the Deposit and shall deduct all such sums from any related balance payable on the rescheduled Job.
      3. If the Customer cancels the Job less than <<e.g. 28 days>> but more than <<e.g. 14 days>> before the Agreed Date the Decorator shall refund any sums paid less the Deposit.
      4. If the Customer reschedules the Job less than <<e.g. 28 days>> but more than <<e.g. 14 days>> before the Agreed Date the Decorator shall retain any sums paid including the Deposit and shall deduct all such sums (excluding the Deposit) from any balance payable on the rescheduled Job. A new Deposit shall be payable on the rescheduled Job.
      5. If the Customer cancels the Job less than <<e.g. 14 days>> before the Agreed Date the Decorator shall retain all sums paid and any outstanding sums shall become immediately payable. No refund shall be issued.
      6. If the Customer reschedules the Job less than <<e.g. 14 days>> before the Agreed Date the Decorator shall retain all sums paid and any outstanding sums shall become immediately payable. No refund shall be issued and no sums paid will count toward the fees and Deposit payable on the rescheduled Job.
   2. The Decorator may cancel the Job at any time before the Agreed Date and shall refund all sums paid, including the Deposit.
7. Liability, Indemnity and Insurance
   1. The Decorator shall ensure that they have in place at all times suitable and valid insurance which shall include public liability insurance.
   2. The Decorator’s total liability for any loss or damage caused as a result of their negligence or breach of these Terms and Conditions or of the Agreement shall be limited to £<<insert sum>>.
   3. The Decorator is not liable for any loss or damage suffered by the Customer which results from the Customer’s failure to follow any instructions given by the Decorator.
   4. Nothing in these Terms and Conditions or in the Agreement shall limit or exclude the Decorator’s liability for death or personal injury.
   5. Subject to sub-Clause 8.2, the Decorator shall indemnify the Customer against any costs, liability, damages, loss, claims or proceedings arising out of the Decorator’s provision of the Services or any breach of these Terms and Conditions or of the Agreement.
   6. The Customer shall indemnify the Decorator against any costs, liability, damages, loss, claims or proceedings arising out of the Customer’s failure to meet any of its obligations or any other breach of these Terms and Conditions or of the Agreement.
8. Guarantee
   1. The Decorator guarantees that the product of all Services provided shall be free from any and all defects for a period of <<insert period e.g. 12 months>> following completion of the Job.
   2. If any defects in the product of the Services appear during the guarantee period set out in sub-Clause 9.1 the Decorator shall rectify any and all such defects at no cost to the Customer.
9. Data Protection

The Decorator will only use the Customer’s personal data as set out in the Decorator’s <<insert document name, e.g. Privacy Notice>> available from <<insert location(s)>>.

1. Confidentiality
   1. Except as provided by sub-Clause 11.2 or as authorised in writing by the other Party, each Party shall, at all times during the continuance of the Agreement and [for <<insert period>> years] after its termination:
      1. keep confidential all Confidential Information;
      2. not disclose any Confidential Information to any other party;
      3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
      4. not make any copies of, record in any way or part with possession of, any Confidential Information; and
      5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 11.1.1 to 11.1.4 above.
   2. Either Party may:
      1. disclose any Confidential Information to:
         1. any sub-contractor or supplier of that Party;
         2. any governmental or other authority or regulatory body; or
         3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 11.2.1.2 or any employee or officer of any such body) obtain and submit to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

1. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

1. The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

1. Force Majeure
   1. No Party to the 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 (“Force Majeure”). 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, pandemic, or governmental action, or any other similar or dissimilar event that is beyond the control of the Party in question.
   2. [In the event that a Party to the Agreement cannot perform their obligations thereunder as a result of Force Majeure for a continuous period of <<insert period>>, 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 Agreement.]
2. Termination
   1. Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
      1. any sum owing to that Party by that other Party under any of the provisions of the Agreement is not paid within <<insert period>> Business Days of the due date for payment;
      2. that other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within <<insert period>> Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
      3. an encumbrancer takes possession, or where that other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
      4. that 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);
      5. that 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 the Agreement);
      6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other Party;
      7. that other Party ceases, or threatens to cease, to carry on business; or
      8. control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
   2. For the purposes of sub-Clause 13.1.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
   3. Where the Customer terminates the Agreement under sub-Clause 13.1, the Deposit and other amounts received from it shall be refunded it in full, and it shall not be liable for any other amount(s) payable under the Agreement.
   4. The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
3. Effects of Termination

Upon the termination of the Agreement for any reason:

1. any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain In full force and effect;
3. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which exist at or before the date of termination;
4. subject as provided in this Clause 14 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
5. each Party shall (except to the extent referred to in Clause 11) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

1. No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

1. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

1. Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

1. Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

1. Assignment and Sub-Contracting
   1. [Subject to sub-Clause 19.2 the] [The] Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
   2. [The Decorator shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Decorator.]
2. Time

[The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.]

OR

[The Parties agree that the times and dates referred to in the Agreement are for guidance only and are not of the essence of the Agreement and may be varied by mutual agreement between the Parties.]

1. Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

1. Third Party Rights

No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

1. Notices
   1. All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
   2. Notices shall be deemed to have been duly given:
      1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
      2. when sent, if transmitted by e-mail and a successful return receipt is generated; or

23.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; 

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

1. Entire Agreement
   1. The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
   2. Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
2. Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be a duplicate original, but all the counterparts together shall constitute one and the same instrument. No counterpart shall be effective until each Party has executed at least one counterpart.

1. Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

1. Dispute Resolution
   1. The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
   2. [If negotiations under sub-Clause 27.1 do not resolve the matter within <<insert period>> of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.]
   3. [If the ADR procedure under sub-Clause 27.2 does not resolve the matter within <<insert period>> of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
   4. The seat of the arbitration under sub-Clause 27.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]
   5. Nothing in this Clause 27 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
   6. The decision and outcome of the final method of dispute resolution under this Clause 27 shall [not] be final and binding on both Parties.
2. Law and Jurisdiction
   1. The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
   2. Subject to the provisions of Clause 27, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the [non-] exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1

SERVICE AGREEMENT

THIS AGREEMENT is made the       day of      

BETWEEN:

(1) <<Name of Decorator>> [a company registered in <<Country of Registration>> under number <<Company Registration Number>> whose registered office is at] OR [of] <<insert Address>> (“the Decorator”) and

(2) <<Name of Customer>> [a company registered in <<Country of Registration>> under number <<Company Registration Number>> whose registered office is at] OR [of] <<insert Address>> (“the Customer”)

WHEREAS: 

(1) The Decorator provides interior decorating services and hereby agrees to provide those services, as specified herein (“the Services”) in accordance with, and subject to, the Quotation, the Terms and Conditions and this Agreement.

(2) The Customer wishes to procure the Decorator’s services in accordance with, and subject to, the Quotation, the Terms and Conditions and this Agreement.

IT IS AGREED as follows: 

1. The Agreement
   1. Any and all references to “this Agreement”, “the Agreement”, “the Terms and Conditions”, “these Terms and Conditions” or the Quotation shall be deemed to refer to this Agreement, the attached Terms and Conditions or the Quotation, all of which shall constitute a contract for the provision of the Services between the Decorator and the Customer.
   2. By executing this Agreement on <<insert date>>, the Parties hereby agree to be bound by, and subject to, the Terms and Conditions, the Quotation, and the provisions of this Agreement.
   3. This Agreement shall come into effect upon its execution by both Parties and payment in full of the Deposit.
2. The Services

The Services shall commence on the Agreed Date of <<insert date>> and shall be provided during the Agreed Times of <<insert times>> at the Property located at <<insert address>>.

1. Fees and Payment

<<Insert full details of fees and other sums due as detailed in the Quotation>>

1. Electronic Signature:

It is acknowledged that this Agreement may be signed by:

1. Both Parties signing by electronic signature (whatever form the electronic signature takes); or
2. Both Parties signing by manuscript signature; or
3. One Party signing by electronic signature (whatever form the electronic signature takes) and the other Party signing by manuscript signature.

Each Party further acknowledges that electronic signature will be as conclusive of a Party’s intention to be bound by this Agreement as if signed by that Party by means of their manuscript signature.

IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written

SIGNED by 

<<Name and Title of person signing for the Decorator>>

for and on behalf of <<Decorator’s Name>>

In the presence of

<<Name & Address of Witness>>

SIGNED by 

<<Name and Title of person signing for the Customer>> 

for and on behalf of <<Customer’s Name>>

In the presence of

<<Name & Address of Witness>>