Terms & Conditions
A design work carried out for you by GN Landscape Design (the ‘Designer’) shall be on the following terms. The letter to which these terms and conditions are attached (the ‘Proposal’) contains further details of the services to be provided and associated rates.
These terms and conditions and the Proposals are together referred to below as ‘this Agreement’.
1. Designer’s Services
The Designer agrees to provide you with the garden design services set out in the Proposal (the ”Services”) for the charges set out in the Proposal. You will be invoiced for the actual time spent by the Designer in providing the Services except where the Proposal sets out a fixed price for the services. You acknowledge that any time estimates for completion of the Services set out in the Proposal are estimates only. The Proposal may be amended by written agreement between the parties to reflect any further agreement on the detail of each element of the Services. The Designer will perform the Services in a professional manner, exercising all due skill and care and will use reasonable endeavours to meet any agreed dates for completion or delivery of the Services. Notwithstanding this, the Services are provided at your request and you accept that you are responsible for ensuring that the Services are suitable for your own needs.
2. Client Obligations
Invoices are payable within 7 days form the date of the invoice and will be issued at agreed intervals as set out in the Proposal or (if no such interim invoicing is agreed) on completion of the Services, If amounts remain unpaid following the payment date, the Designer will be entitled to suspend the Services and to receive interest at the rate of 3% above the base lending rate of Barclays Bank PLC from time to time and to spend your licence to use the Design Materials under clause 3. You agree to reimburse the Designer for any expenses reasonably and properly incurred by the Designer in performing the Services upon submission of copies of valid receipts provided that such expenses are stated in the Proposal or have been agreed (either as a category or on an ad hoc basis) in advance. When you are being invoiced for the actual time spent by the Designer in providing the services the Designer will maintain records of the time spent.
You shall provide the Designer with all information and help reasonably required by the Designer to perform the Services including full access to those areas of the property that are required for performance of the Services.
You shall take all reasonable steps to ensure the health and safety of the Designer while they are at your property.
3. Intellectual Property
Intellectual property rights in all drawings, documents and other materials prepared by the Designer in performing the Services for you (the ‘Design Materials’). Shall be owned by the Designer. You may copy and se the Design Materials to specify and/or construct the garden on the site to which it relates (and to allow consultants and contractors to do the same) but may not make any material chances to the Design Materials or use them for any other purpose without the written permission of the Designer. The Designer asserts their right to be identifies as the author of the Design Materials.
Each party shall keep all information relating to other party which is at any time confidential (including know-how, market opportunities and financial or trading information) strictly confidential.
5. Limitations of Liability
The Designer’s liability to you in respect of any claim for breach of contract, negligence, breach of statutory duty or otherwise shall be limited to a maximum of the price paid or payable by you under the Proposal for the work carried out up to the date of the claim, except in respect of any claim for personal injury or death caused by the Designer’s negligence where no limit shall apply. The Designer does not have any responsibility for carrying out the construction of the garden to which the Design Materials relate or for monitoring that construction (unless you enter into a separate contract with them to do so). The Designer shall not be responsible for you acts or omissions or those of your contract in constructing the garden.
In recovering against the Designer for any loss or damage suffered or incurred by you, loss of profits, loss of business and indirect or consequential losses or damages shall not be included as recoverable losses.
The only warranties given by the Designer are set out in clause 1. No other warranties, express or implied, are given and all such warranties are hereby excluded to the extent possible under the applicable law.
1. This agreement shall continue for the period set out in the Proposal (or on earlier completion of the Services by the Designer) unless you agree with the Designer to extend the term in which event the terms of this Agreement shall also apply to such extension.
2. Either party may terminate this Agreement immediately by giving written notice to the other in any of the following events:
2.1. if the other party commits any breach of any of the terms of this agreement and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other party giving full particulars of breach;
2.2. if the other party takes, or there is taken in respect of the other party, any step, action, application or proceedings for a voluntary arrangement or composition or reconstruction of its debts; or winding up, dissolution, bankruptcy, administration or receivership (administrative or otherwise).
3. In addition, either party may terminated this Agreement by giving the other 4 weeks written notice unless otherwise specified in the Proposal.
4. The provisions of clauses 3, 4, 5, and 7 will survive any termination or expiration of this Agreement.
1. The Designer shall not be liable to you for any delay in or failure to perform the Services as a result of a Force Majeure Event. ‘Force Majeure Event’ means any event affecting the performance by the Designer of the Designer’s obligations arising from any act, events, omissions, happenings or non happenings beyond the Designer’s reasonable control.
2. These terms and conditions and the Proposal comprise the entire agreement between the parties in relation to the provision of the design services (though construction monitoring services may be dealt with under a separate contract). You acknowledge that you have not relied up on any representation not recorded in this Agreement. In the event of any inconsistency between the Proposal and these terms and conditions, the Proposal shall prevail.
3. This Agreement shall be governed by and construed in accordance with English law. If any dispute or difference shall arise out of or in relation to this Agreement, the parties shall attempt to resolve it by good faith discussions and otherwise through mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. If either or both parties shall refuse to initiate the procedure within 14 days of the dispute having arisen or if the parties fail to agree terms or settlement within 60 days of the initiation of the procedure, the matter shall be finally settled by the English courts.