1. WHAT WE DO
1.1 Our main business is to design for our clients the interior of their homes or properties, including specialised interiors such as cinema rooms, to source, purchase and supply the goods and materials needed to create interiors and to install those goods and materials or to manage their installation by our client’s contractors. We refer to each interior we create as a Project.
1.2 Most of our goods and materials are imported from Italy and each Project can take several months or even years to complete. In many cases the goods and materials are individually made for the Project to meet our client’s particular requirements. The goods will usually have to be installed in a particular order. Each Project is therefore usually split into several stages.
1.3 When we are first approached by a client we visit them to discuss their requirements and establish what the design brief is. We make no charge for this initial consultation. If the client asks us to produce a design for a Project we then produce drawings, computer generated images and samples for the client to consider with a view to agreeing the design of the Project together with a quotation for carrying out the Project. We charge a design fee for that work which is agreed at the initial meeting.
1.4 If we are not to install goods and materials ourselves we will recommend suitable installers to the client. We will provide our client at the outset with the quotations or estimates of those installers for carrying out their work but those contractors will be entering into contracts directly with the client. We will not be responsible for their work and our clients will pay them directly for the work which they do.
1.5 A Schedule of Works is drawn up for each Project setting out what is involved in each stage with a date by which we expect each stage to be completed. That date is only an estimate and may need to change as the Project proceeds for a number of reasons including, for example, because one stage has taken longer than expected, or we have agreed with our client to make changes to the Project or an Event Outside Our Control has occurred.
1.6 We are paid for what we do as the Project proceeds. When we place an order for goods or materials we usually take an advance payment. We usually submit a interim invoices to our client as the Project progresses and a final invoice when the Project is complete.
2.1 When the following words with capital letters are used in these Terms, this is
what they mean:
Event Outside Our Control: is defined in clause 12.2;
Goods: the goods and materials that We are selling to you as part of the Project as set out in the Order and as varied from time to time;
Order: your order for the Goods and Services which comprise the Project;
Project: the designing of the interior of your home or property, the sourcing, purchase and supply of the goods and materials needed to create that interior and the installation of those goods and materials or the management of their installation by your contractors;
Schedule of Works: the programme attached to the Order which sets out the various stages in which we will carry out the Project, the Goods to be supplied and the Services to be carried out by Us and the work to be carried out by your contractors at each stage and the dates agreed between us by which we expect that each stage will be completed.
Services: the services that We are providing to you as part of the Project such as installing Goods and materials or managing the Project as set out in the Order and as varied from time to time;
Terms: the terms and conditions set out in this document; and
We/Our/Us: Cine Italia Design Limited (company number 07903496) whose
registered office is at 162-164 High Street, Rayleigh, Essex SS6 7BS.
2.2 When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.
3. OUR CONTRACT WITH YOU
3.1 These are the terms and conditions on which We supply Goods and Services
3.2 Please ensure that you read these Terms carefully, and check that the details on the Order, the Schedule of Works and these Terms are complete and accurate, before you sign the Order. If you think that there is a mistake or require any changes, please contact Us to discuss.
3.3 When you sign and submit the Order to Us, this does not mean that We have accepted your order. Our acceptance of the Order will take place as described in clause 3.4. If We are unable to supply you with the Goods and Services, We will inform you of this and We will not process the Order.
3.4 These Terms will become binding on you and Us when We contact you to tell you that We are able to provide you with the Goods and Services, which We will also confirm in writing to you, at which point a contract will come into existence between you and Us.
3.5 We shall give an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
3.6 Any images of the Goods on Our website or in Our catalogue or brochure or in drawings or a computer generated image are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that the printed or displayed pictures accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
4. CHANGES TO ORDER OR TERMS
4.1 You may make a change to the Order at any time before We place an order with our suppliers for any of the Goods required for the first stage, by contacting Us. Where this means a change in the price of the Goods and Services, We will notify you of the amended price in writing. You can then choose whether or not to proceed with the change.
4.2 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 13. This does not however affect your legal rights as a consumer in respect of Goods that are faulty or not as described.
5. DELIVERY OF GOODS
5.1 Please note that timescales for delivery will vary depending on the availability
of the Goods and the speed at which the Project is progressing.
5.2 We will contact you with an estimated delivery date for each delivery as soon as we are notified of it by our supplier. Occasionally our delivery to you may be affected by an Event Outside Our Control. Please see clause 12 for Our responsibilities when this happens.
5.3 If we miss the delivery deadline for any Goods as set out in the Schedule of Works then you may cancel your Order in respect of those Goods straight away if any of the following apply:
(a) We have refused to deliver the Goods;
(b) delivery within the delivery deadline was essential (taking into
account all the relevant circumstances); or
(c) you told Us before we accepted your order that delivery within the delivery deadline was essential.
5.4 If you do not wish to cancel your order straight away, or do not have the right to do so under clause 5.3, you can give Us a new deadline for delivery, which must be reasonable, and you can cancel your Order in respect of those Goods if We do not meet the new deadline.
5.5 If you do choose to cancel your Order for late delivery under clause 5.3 or clause 5.4, you can do so for just some of the Goods concerned or all of them, unless splitting them up would significantly reduce their value. If the Goods concerned or part of them have been delivered to you, you will have to return them to Us or allow Us to collect them, and We will pay the costs of this. After you cancel your Order in respect of those Goods We will refund any sums you have paid to Us for the cancelled Goods and their delivery.
5.6 Delivery of Goods forming part of an Order shall be completed when We deliver the Goods to the address where the Project is being carried out and the Goods will be your responsibility from that time.
5.7 You own the Goods once We have received payment in full.
IF THE GOODS ARE FAULTY
As a consumer, you have legal rights in relation to Goods that are faulty or not as described. We are under a legal duty to supply Goods that are in conformity with this contract. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
THIRD-PARTY MANUFACTURER'S GUARANTEE OF GOODS
7.1 The Goods may come with a manufacturer's guarantee. For details, please
refer to any manufacturer's guarantee provided with the Goods.
7.2 The manufacturer’s guarantee is in addition to, and does not affect, your legal rights in relation to any Goods that are faulty or not as described.
8. PROVIDING SERVICES
8.1 We will supply the Services to you in accordance with the Order and the Schedule of Works until the Project is complete.
8.2 We will make every effort to complete each stage of the Project on time. However, there may be delays due to an Event Outside Our Control. See clause 12 for Our responsibilities when an Event Outside Our Control happens.
8.3 We may need certain information from you that is necessary for Us to provide the Services, for example, your choice of colour, fabric or materials. We will contact you about this. If you do not, after being asked by Us, provide Us with this information, or you provide Us with incomplete or incorrect information, We may make an additional charge of a reasonable sum to cover any extra work that is required or We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to Us after We have asked. If We suspend the Services under this clause 8.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay any invoices We have already sent you or to pay for any Goods delivered or Services carried out before the Services were suspended.
8.4 We may have to suspend the Services if We have to deal with technical problems, or to make improvements to the Services agreed between you and Us in writing. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 8.4 but this does not affect your obligation to pay for any invoices We have already sent to you or to pay for any Goods delivered or Services carried out before the Services were suspended.
8.5 If you do not pay Us for the Services when you are supposed to as set out in clause 10.4, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts (except where you dispute an invoice under clause 10.7). We will contact you to tell you this. This does not affect Our right to charge you interest under clause 10.5.
8.6 You must ensure that all sums due to your contractors are paid promptly.
8.7 If We design the Project for you, We will own the copyright, design right and all other intellectual property rights in the Project and any drafts, drawings or illustrations We make in connection with the Project for you.
9. IF THERE IS A PROBLEM WITH THE SERVICES
9.1 If there is any defect with the Services or the Project:
(a) please contact Us and tell Us as soon as reasonably possible; 5
(b) please give Us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable.
You will not have to pay for Us to repair or fix a defect for which we are responsible under this clause 9.1.
9.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials We use are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
10. PRICE AND PAYMENT
10.1 The price of the Goods and the Services or the basis upon which we charge will be set out in the Order as varied by agreement between us from time to time. The price of some of the Services may be fixed (in which case this will be stated in the Order) but if that is not so we will charge at an hourly rate which will be stated in the Order. If an hourly rate is charged we will keep an accurate record of all time spent by each person working on the Project and will let you inspect that record within a reasonable time if you ask to do so.
10.2 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Goods and Services in full before the change in the rate of VAT takes effect.
10.3 The Order will also state the design fee for our initial work in designing the Project and preparing the Schedule of Works, the Order and all ancillary documents. The design fee is payable on acceptance of the Order or, if you do not submit an Order, is payable 28 days after we sent the order form to you for submission to us.
10.4 Where We are supplying Goods to you, We will ask you to make an advance payment of 50% of the price of the Goods before we place an Order with our suppliers. We will invoice you for the balance of the Goods on or any time after We have delivered the Goods. We will invoice you for the Services monthly. Each invoice will quote the Order number. You must pay each invoice in cleared monies within seven calendar days of the date of invoice by cheque or direct transfer to our bank account details of which will be shown on the invoice.
10.5 If we need to incur travel, accommodation or other such out of pocket expenses these will be discussed with you as the Project proceeds and not incurred without your agreement.
10.6 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base rate of Barclays Bank Plc. from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
10.7 However, if you dispute an invoice in good faith and contact Us to let Us know promptly after you have received an invoice that you dispute it, clause 10.6 will not apply for the period of the dispute.
11. OUR LIABILITY TO YOU
11.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or if it was contemplated by you and Us at the time we entered into this contract.
11.2 As We may be installing the Goods and will be providing Services in your property, We will make good any damage to your property caused by Us in the course of installation or performance. However, We are not responsible for the cost of repairing any pre-existing faults or damage to your property that We discover in the course of installation and performance by Us nor for any damage caused by your contractors or by any people on site who are not working for Us as part of the Project.
11.3 We only supply the Goods and Services for domestic and private use. You agree not to use the Goods or Services for any commercial, business or re- sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.4 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence
of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
12. EVENTS OUTSIDE OUR CONTROL
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
12.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
12.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our delivery of Goods to you, We will arrange a new delivery date with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
12.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods and Services. Please see your cancellation rights under clause 13. We may cancel the contract if the Event Outside Our Control continues for longer than twelve weeks and clause 13.1 shall apply to cancellation by us.
13. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND
13.1 If you or We cancel an Order for Services under clause 12.4 and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us;
13.2 As the Goods and Services have been specially designed and purchased for you as part of the Project you will not be able to cancel your Order once made (but this will not affect your legal rights as a consumer in relation to Goods that are faulty or not as described or your rights under clause 13.1 or 13.3).
13.3 Once We have begun to provide the Services to you, you may cancel this contract with immediate effect by giving Us written notice if:
(a) We break this contract in any material way and We do not correct or fix the situation within 28 days of you asking Us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over Our assets;
(c) We are affected by an Event Outside Our Control.
14. OUR RIGHTS TO CANCEL
14.1 We may cancel the contract at any time with immediate effect by giving you written notice if:
(a) you do not pay Us when you are supposed to as set out in clause 10.4. This does not affect Our right to charge you interest under clause 10.6; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 28 days of Us asking you in writing to do so.
15. INFORMATION ABOUT US AND HOW TO CONTACT US
15.1 We are a company registered in England and Wales. Our company registration number is 07903496 and Our registered office is at 162-164 High Street, Rayleigh, Essex SS6 7BS. Our registered VAT number is 129 4350 16.
15.2 If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning Our customer service manager Mandy Oakley at 01702 548100 or by e-mailing Us at Sales@cine-italia-Design.com
15.3 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing, you can send this to Us by e-mail, by hand, or by pre-paid post to Cine Italia Design Limited, 162-164 High Street, Rayleigh, Essex SS6 7BS Sharon@cine-italia-Design.com We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.
16. HOW WE MAY USE YOUR PERSONAL INFORMATION
16.1 We will use the personal information you provide to Us to:
(a) provide the Goods and Services;
(b) process your payment for such Goods and Services; and
(c) inform you about similar products or services that We provide, but
you may stop receiving these at any time by contacting Us.
16.2 We will not give your personal data to any third party.
17. OTHER IMPORTANT TERMS
17.1 We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.
17.2 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
17.3 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.4 If We fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
17.5 These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English and Welsh courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.