Terms and Conditions of Sarah Fortescue Design
– January 2025
“Client” or “You” is the person (or persons) who accepts the Proposal (where more than one they are joint and severally liable)
“Proposal” is the Design Fee Proposal attached setting out the Project (Goods and Services) to be provided to the Client.
“Services” are those set out in the Proposal and to be provided by Sarah Fortescue to the Client.
“Goods” are those to be sourced and purchased and supplied by Sarah Fortescue as part of the Services to the Client.
“Sarah Fortescue” is Sarah Fortescue trading as Sarah Fortescue Design of 3 South 355 Kings Road London SW3 5ES.
1. The Project
1.1. The Project is the supply of design Services and Goods as set out in the Design Fee Proposal attached and which forms part of this agreement (“Project”).
1.2. Extras which are not included in the Project and shall be separately and additionally charged are:
1.2.1. Works beyond the scope set out in the Proposal.
1.2.2. Any amendments you request to the Proposal as the Project progresses.
1.2.3. Printing, drawing, typesetting, modelling and prototype creation charges.
1.2.4. Mileage and/or delivery charges of any items to your chosen location.
1.2.5. Any costs incurred, including site visits, in redrafting, amending, duplicating or retrieving any design data or files (such as CAD files) created by third parties for use in the Project.
1.3. Proposals are valid for 60 days and if accepted thereafter they may be rescoped or revised in price.
1.4. The Client agrees to provide information and the instructions that Sarah Fortescue needs to complete the Project, as and when needed, and in the formats requested. The Client agrees to review work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways, and you will also be asked to adhere to any dates that are set together.
2. Price and payment
2.1. The price for the Project is set out in the Proposal (“Price”) and VAT is charged at the prevailing rate from time to time. Any mileage incurred in the Project is charged at 46p per mile.
Extras which are not included as set out at paragraph 1.2 are charged as agreed in writing by the parties (“Extras”)
2.2. A first payment of 50% of the Price for Design Stage One to be commenced and completed shall be paid upon entering this agreement– please refer carefully to Clause 3.
2.3. Thereafter, further payments will be due as each stage of the Proposal commenced or completed and the Proposal sets out what and when these subsequent payments are due. Sarah Fortescue will render invoices to the Client from time to time as detailed in the Proposal.
2.4. The balance of the Price shall be paid before completion of the Project.
2.5. The Price plus any agreed Extras shall be the Fees.
3. Cancellation of agreement
3.1. The Project can be cancelled by either party in writing or by email to sarah@sarahfortescue.com subject to the matters set out in this clause.
3.2. 3.2.1 If Sarah Fortescue cancels the Services, unless in accordance with clause 3.2.2 below, Fees for any of the Services paid by the Client in advance will be repaid to the Client within 14 days of cancellation. Any Fees paid for Goods or Services already delivered will not be refunded. No further refunds, sum or compensation will be payable to the Client by Sarah Fortescue arising from such cancellation.
3.2.2. Delivery of any Goods, or the Services, may be terminated by Sarah Fortescue if payment of the Fees is not made in accordance with these Terms and Conditions, or if the Client commits a material breach of any of these Terms and Conditions and fails to remedy the breach within 14 days of being notified in writing, or the Client makes any statements or behaves in any way or requests Sarah Fortescue to undertake any actions that are discriminatory, illegal or immoral, or if the Client enters into any form of insolvency arrangement or suspends its business. Upon termination, the Client shall immediately pay any outstanding sums to Sarah Fortescue. In such circumstances there will be no refund of any Fees already paid to Sarah Fortescue.
3.3. If the Client seeks to rearrange or postpone any Services agreed, at least 10 working days’ notice is required in writing by email. The maximum period of postponement which can be agreed is 3 months.
3.4. Upon suspension, all Fees for all works completed in the Project at that point shall become due, and Sarah Fortescue will invoice those Fees immediately. Any period beyond the agreed period of postponement shall be considered a cancellation by the Client, unless otherwise agreed by the parties in writing.
3.5. If the Client cancels the Goods and/or Services, a month’s notice is required, unless agreed otherwise with us, and any Fees for Goods or Services already delivered as at the date of cancellation or during the notice period shall still be payable and are non-refundable AND
3.5.1. If the Client cancels during or at the conclusion of Design Stage One, only the initial payment set out in clause 2.2 is still payable and shall not be refundable. No further Fees will be due from the Client, save any expenses incurred at the date of notice of cancellation. OR
3.5.2. If the Client cancels after completion of Design Stage One, any payments due for work done Sarah Fortesque as at the date of cancellation (as set out in clause 2.3) are still payable and any already paid shall not be refundable.
4. Goods
4.1. Sarah Fortescue accepts no liability whatsoever for any Goods supplied as part of the Project by any third parties. Sarah Fortescue may also supply Goods made in-house. (see also clause 5)
4.2. When any Goods are delivered to the Client, they must be unpacked and checked by the Client as soon as practicable and in any event within 48 hours of delivery to check for any defects, blemishes, errors, losses or missing items. The Client must advise Sarah Fortescue in writing about any such problems and provide photographs of any alleged defects, providing evidence and full information on any issues with the Goods or delivery of the Goods so that Sarah Fortescue can resolve issues with third party suppliers.
4.3. Once Goods are delivered, they are at the Client ‘s risk. If no issues are reported in accordance with clause 4.2, the Goods are deemed to be accepted by the Client.
4.4. Goods will not be ordered before payment of any invoice for the Fees for such Goods is received in full.
4.5. The Client agrees that they will not source or buy Goods, or other design suggestions provided as part of the Services, from Sarah Fortescue’s suppliers direct, unless agreed otherwise in writing.
5. General Terms and Conditions
5.1. Email/written instructions to progress with the Services following receipt of the Proposal by the Client will constitute an acceptance in full of these Terms and Conditions.
5.2. The Services provided under the Project shall terminate when they are completed, or cancelled in accordance with clause 3, and all payments have been made in full.
5.3. Variations to the Goods and or the Services may only be agreed in writing. Variations to the Goods and or Services may also attract additional charges.
5.4. Sarah Fortescue shall use reasonable endeavours to meet any performance dates, but such dates shall be estimates only, and time is not the essence of the contract.
5.5. The Fees will be paid after invoices rendered from time to time. VAT at the prevailing rate from time to time is applicable. Payment terms for Design Stage One Fees are 7 days, and for all Fees thereafter are ‘on invoice’.
5.6. Payment of any Fees rendered is not deemed to have been made until the Fees have been paid in full. If payment is not made in full and within time the Services may be suspended and payment in advance may be required before the Services are re-commenced. Sarah Fortescue reserves the right to require all Fees to be paid in advance of the commencement of the Services where applicable and agreed in writing.
5.7. Interest – If payment is not made in accordance with the above clauses, Sarah Fortescue reserves the right to charge interest compensation and costs where applicable at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made.
5.8. Intellectual property rights
5.8.1. Any intellectual property, design or registered design rights arising from any or all work created by Sarah Fortescue under the Project shall remain the property of Sarah Fortescue unless assigned in writing after the payment of all Fees, costs and expenses in full. Any Fees paid to Sarah Fortescue shall not be deemed to include the assignment of any intellectual property rights.
5.8.2. Copyright in all documents and drawings prepared by Sarah Fortescue and in any works executed from those documents and drawings shall remain her property. Such documents, drawings and works are and shall be confidential and shall not be disclosed to any third party without the Sarah Fortescue’s written consent.
5.8.3. The Client agreed Sarah Fortescue may use any work created in this Project to show off her work, and share what she has learned with other people, together with the right to display and link to your completed Project as part of her portfolio and to write about the Project on websites, and in her marketing materials. If you do not wish to agree, you must confirm this in writing to sarah@sarahfortescue.com within 7 days of entering into this agreement. The Client will allow Sarah Fortescue access to the works created in this Project in situ at your premises for professional photographs of the work being used, shown or enjoyed.
5.9. Each party will keep the confidential information of the other party and any third party confidential and secret, and only use it for the purposes of supplying the Services or making proper use of the Services. Each party recognises and accepts its obligations with regard to the control and the processing of personal data under the current data protection legislation and regulations. For more information on this, please see our Privacy Notice on our website.
5.10. Sarah Fortescue’s liability in respect of any loss of good will, loss of business, loss of profits, loss of anticipated savings, loss of use or for any other consequential, special or indirect loss or damage will be NIL.
5.11. Nothing in these Terms and Conditions will exclude or limit liability for death or serious injury caused by Sarah Fortescue’s negligence.
5.12. Sarah Fortescue will use reasonable care and skill in delivering the Project. Where any valid claim in respect of the Goods or Services provided is made, the Client may be entitled to a refund of the Price, or a portion of the Price, paid. In respect of any other direct losses (in Contract or Tort) the total liability of Sarah Fortescue will not exceed £1,000,000.00 (one million pounds)
5.13. If Sarah Fortescue is limited or hindered from providing any Goods and or Services to the Client due to circumstances beyond its control eg. Government intervention, Acts of God, civil disturbance, war, national or local disaster, strikes, labour disputes, epidemic and/or pandemic, any liability of Sarah Fortescue to the Client shall not exceed the amount paid by the Client to Sarah Fortescue in respect of the Goods and or the Services. Sarah Fortescue shall not be liable for any losses, damages or breach of contract due to circumstances beyond the reasonable control of Sarah Fortescue and in such circumstances, any Fees paid shall be non-refundable. Sarah Fortescue shall be entitled to be paid additionally for all Services rendered or Goods delivered to the Client at that point (but not yet invoiced and/or paid for) together with any just expenses incurred.
5.14. Nothing in these Terms and Conditions is intended to create a partnership or joint venture between Sarah Fortescue and the Client, and no party has the right to act as agent for the other or to bind the other party in any way.
5.15. These Terms and Conditions and any dispute arising from them shall be governed by the laws of England and Wales.
