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Bespoke Interior Design

Website terms and conditions

Definitions and Interpretation

1. "Us", "We", "Our" means Bespoke Interior Design Limited and its successors and assigns.
2. "Client", "you" and "your" means you and includes your directors, employees, contractors, suppliers, agents, invitees and permitted assignees (if any).
3. "EFP" means Our estimated fee proposal for the Goods and/or Services requested.
4. "Services" means all services supplied by Us to the Client and includes any advice or recommendations.
5. "Goods" means all goods supplied by Us to the Client (and where the context permits includes the supply of Services).
6. "Terms" means these terms and conditions that apply to all Goods and Services supplied by Us ("Works") to the Client.
7. "Price" means the price payable for the Works as per the accepted EFP as may be varied by agreement in writing from time to time.
8. We reserve the right to amend these Terms from time to time which will take effect immediately upon notification to you. You are deemed to have accepted these changes and agree to be bound by them by your ongoing use of our Services and upon further requests for Goods or Services to be supplied to you.

Acceptance

9.On acceptance of a request for Goods and/or Services, We will provide you with confirmation of receipt of your instructions and this EFP which, unless otherwise agreed in writing, may only be accepted during the Acceptance Period shown in the EFP.
10. Prior to commencement of any Works, you must confirm acceptance of the EFP by signing and sending back to Us or e-mailing a clear and unconditional confirmation of acceptance of the EFP.
11. On acceptance of Our EFP you may not vary, cancel or defer all or any part of the Works unless We agree on the terms of such variation, cancellation or deferment in writing. You will not do or omit to be done anything which may delay or prevent Us from undertaking the Works in accordance with the accepted EFP.

Price

12. The Price specified in Our EFP is an estimate only and will generally be based on Our hourly rate, unless a fixed price is agreed in writing, and does not include any travel and/or accommodation costs. The Price in our EFP is exclusive of GST unless stated otherwise.
13. Payment of the Price (including deposits required for Goods) will be invoiced in stages throughout the Works, as and when Goods and/or Services are supplied or provided. All invoices are payable within 7 days of the date of that invoice being issued (time being of the essence).
14. We reserve the right to charge interest at the rate of 2.5% per calendar month on all unpaid invoices from the due date until all sums comprised in that invoice and any accrued interest has been paid in full. The Client shall pay all costs incurred by Us including, without limitation, costs on a solicitor-client basis and debt collectors' costs incurred in the recovery or attempted recovery of outstanding moneys and the enforcement of these Terms.
15. We reserve the right to change the Price if a variation to the scope of Works is requested by you and accepted by Us.

Products from Third Parties

16. If your instructions involve sourcing products from third parties ("Third Party Products"), We will order these products as your agent. You will be responsible for all costs associated with the supply of Third Party Products including delivery and insurance of such Goods.
17. Full payment for any Third Party Product may be required prior to ordering or, at Our discretion, a deposit may be required to be paid.
18. We accept no liability for Third Party Products whatsoever. We will pass to you all warranties of any Third Party Products received by Us and you agree to be bound by the applicable terms and conditions of that supplier so as not to void any product warranties.
19. We may obtain products and services from Our suppliers on your behalf upon your request.

Delivery and Risk

20. Dates provided by Us for the provision of Goods and Services are provided in good faith and are estimates only. These estimated delivery dates may not be treated as a condition of supply of such Goods or Services. If delivery of Our Goods or Services are delayed for any reason due to circumstances outside of Our direct reasonable control, we will not be liable for any loss sustained directly or indirectly by you whatsoever and does not entitle you to cancel any order (in whole or in part) or the Works.
21. Any costs of delivery may be charged to the Client in addition to the Costs.
22. Risk of damage to or loss of Goods passes to the Client on delivery to the Client's designated point of delivery (if any). The Client must insure all Goods on or before delivery. Goods delivered to an unattended site at your request shall be left at the sole risk of the Client.
23. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, We are entitled to receive all insurance proceeds received from the insurer for the Goods. The production of these Terms shall be sufficient evidence of our rights to receive all insurance proceeds without the need for any person dealing with Us to make further enquiries
24. You agree to indemnify, save and hold Us harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand or action by a third party arising out of a breach of your responsibilities or obligations, representations or warranties under these Terms or the EFP.

Access

25. The Client shall ensure that We have clear and uninterrupted access to the Work site at all times to enable delivery of Goods and Services and undertaking of the Works. We will not be liable for any loss or damage to the Work site including, without limitation, damage to pathways, driveways, and concreted, paved or grassed areas unless this is due to negligence on Our part.

Title and Personal Property Securities Act 1999 (PPSA)

26. Ownership of the Goods and Services supplied by us shall not pass until the Price has been paid (in full) and the Client has met all obligations under these Terms.
27. Until ownership of the Goods passes to the Client it is acknowledged and agreed that the Client holds the Goods as bailee at the Client risk in all things and must return such Goods at Our request.
28. The Client may not sell, dispose or otherwise part with possession of the Goods. If the Client disposes of any Goods in breach of this provision, then the sale or disposal proceeds shall be held to Our order and shall be payable to Us on demand.
29. The Client hereby agrees that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act ("PPSA").
30. The Client undertakes to sign and/or provide any further documentation required by Us to register a valid financing statement or financing change statement on the Personal Properties Securities Register.
31. The Client agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and the Client waives it rights as debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA and its right to receive a verification statement under section 148 of the PPSA
32. In addition to the above, the Client hereby charges all its rights, title and interest (whether joint or several) in any land, personal property or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance of the Client's obligations under these Terms (including but not limited to payment of the Price).

Defects

33. The Client must notify Us of any alleged defects, shortage of quantity, damage or failure to comply with description within 30 days of delivery of any Goods.
34. Our liability in respect of any defective Goods shall be limited, at our discretion, to repair or replace such Goods.

Intellectual Property

35. Where We have designed, drawn or developed Goods for you, the copyright in any such concept, design and/or drawings shall at all times remain Our property.
36. The Client hereby agrees that We may (at no cost to Us) use for the purposes of marketing or entry into any competition, any images, documents, designs, drawings or duplicate Goods which We have supplied or created for the Client.

General

37. Conflict: If there is any conflict between these Terms and those contained in this EFP, then the terms of this EFP shall prevail.
38. Assignment: You may not assign your interests under these terms without Our prior consent.
39. Governing Law: The laws of New Zealand shall apply.
40. Limitation of Liability: We shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expenses suffered by the Client arising out of a breach of these Terms. Our liability at all times shall be limited to the cost of the Goods and/or Services supplied by Us.
41. Health and Safety: We shall comply with all the requirements of the Health and Safety at Works Act 2015 (HSW Law) when the Works are carried out on the Client premises. We maintain a Health and Safety Policy and shall ensure that the Works are carried out in compliance with this policy as required under HSW Law.
42. Entire Agreement: These Terms and our EFP constitute the entire agreement between Us and the Client.

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