1.               

1.1.          Words with capital letters will have the meanings given to them in clause 14 of these Terms.

1.2.          In these Terms references to “includes” or “including” shall be deemed to have the words “without limitation” inserted after them.

1.3.          Unless otherwise stated, references to “days” means calendar days.

2.              Contract process

2.1.          Following any request from the Client for Services from Superyacht Interior Studio, Superyacht Interior Studio may issue the Client with the Contract Details.

2.2.          If the Client wishes to proceed with the provision of Services in accordance with the Contract Details, the Client must notify Superyacht Interior Studio in writing from an authorised party on the Client’s behalf prior to the commencement of the Services, as confirmation that the Contract Details accurately sets out the Client’s requirements.

2.3.          No order for Services shall be deemed to be accepted by Superyacht Interior Studio until the earlier of Superyacht Interior Studio (a) accepting such offer in writing or (b) providing the Services at which point a “Contract” for the provision of Services under these Terms will come into effect.

2.4.          Each Contract Details agreed by the Client, or request for Superyacht Interior Studio’s Services from the Client, shall be deemed to be an offer by the Client to purchase the Services subject to these Terms:

2.4.1.          to the exclusion of all other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document); and

2.4.2.          constitutes a separate Contract.

2.5.          If there is any conflict or inconsistency between the following documents, to the extent of any conflict or inconsistency only, the following order of priority shall apply:

2.5.1.          the Contract Details; and

2.5.2.          these Terms.

2.6.          Superyacht Interior Studio may, at any time, and in its sole discretion, modify these Terms. Any such modification will be effective immediately on notification to the Client. The Client’s continued use of the Services following any such modification constitutes the Client’s acceptance of the modified Terms.

3.              Supply of services

3.1.          Superyacht Interior Studio shall supply the Services to the Client from the Services Start Date in accordance with the Contract.

3.2.          In supplying the Services, Superyacht Interior Studio shall:

3.2.1.          perform the Services with reasonable care and skill;

3.2.2.          use reasonable endeavours to perform the Services in accordance with the service description set out in the Contract Details;

3.2.3.          ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

3.2.4.          comply with all applicable laws, statutes, regulations and codes from time to time in force provided that Superyacht Interior Studio shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;

3.2.5.          observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client's premises, yachts and other sites and have been communicated to Superyacht Interior Studio, provided that Superyacht Interior Studio shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and

3.2.6.          take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that Superyacht Interior Studio may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.

4.              Goods

4.1.          Where requested by the Client in connection with the Services, Superyacht Interior Studio shall use reasonable endeavours to procure any Goods following approval by the Client in accordance with clause 4.2.

4.2.          Where the Client requires Superyacht Interior Studio to purchase Goods on its behalf, Superyacht Interior Studio shall require the Client’s approval prior to making any such purchase and Superyacht Interior Studio shall not be liable for any delays caused by the Client’s failure to provide such approval.

4.3.          The Client acknowledges and agrees that the Goods are provided by Third Party Suppliers and as such:

4.3.1.          Superyacht Interior Studio has no liability in respect of the Goods, including any delays in delivery, or faults or problems with the Goods;

4.3.2.          the Fees exclude payment of any Goods and any other costs associated with the Goods;

4.3.3.          where Superyacht Interior Studio procures Goods from Third Party Suppliers it does so as agent on behalf of the Client;

4.3.4.          the applicable Third Party Supplier shall impose any terms for the contract for the sale of the Goods, including any rights of return or delays.

4.4.          If the Client seeks to make any changes to the Goods, including specifications or timescales, (Change) Superyacht Interior Studio will liaise with the Third Party Supplier regarding the Change and the Client acknowledges and agrees that:

4.4.1.          the Change must be agreed by the applicable Third Party Supplier;

4.4.2.          Superyacht Interior Studio will endeavour to notify the Client as soon as possible of any impact on Goods in relation to estimated timescales and prices;

4.4.3.          the Client shall be responsible for any additional costs associated with the Change, including storage and rescheduling costs which may be payable to the Third Party Supplier and/or any other third party; and

4.4.4.          any impact on the scope of the Services being provided by Superyacht Interior Studio as a result of the Change shall be dealt with in accordance with clause 8.

5.              Client's obligations

5.1.          The Client shall:

5.1.1.          co-operate with Superyacht Interior Studio in all matters relating to the Services;

5.1.2.          at all material times act in good faith towards Superyacht Interior Studio;

5.1.3.          provide, for Superyacht Interior Studio, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, yachts and other sites, data and other facilities as reasonably required by Superyacht Interior Studio;

5.1.4.          provide, in a timely manner, such information as Superyacht Interior Studio may reasonably require, in such format and/or utilising such platform as Superyacht Interior Studio request and ensure that it is accurate and complete in all material respects; and

5.1.5.          carry out any due diligence it may require in respect of Third Party Suppliers and/or the Goods as it requires, including to satisfy any ethical or environmental requirements, and the Client agrees that such due diligence is not the responsibility of Superyacht Interior Studio.

5.2.          If Superyacht Interior Studio's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Superyacht Interior Studio shall:

5.2.1.          not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay; and

5.2.2.          be entitled to recover any additional costs, charges or losses Superyacht Interior Studio sustains or incurs that arise directly or indirectly from such prevention or delay.

6.              Intellectual property

6.1.          Superyacht Interior Studio and its licensors shall retain ownership of all Superyacht Interior Studio IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

6.2.          Superyacht Interior Studio grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use Superyacht Interior Studio IPRs for the purpose of receiving and using the Services and the Deliverables in the Client's business during the term of the Contract.

6.3.          The Client grants Superyacht Interior Studio a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

7.              Fees and payment

7.1.          In consideration for the provision of the Services, the Client shall pay Superyacht Interior Studio the Fees and any other amounts payable to Superyacht Interior Studio in connection with the Contract in accordance with this clause 7.

7.2.          The Client agrees that it shall pay Superyacht Interior Studio the Fee monthly in advance during the Term.

7.3.          Unless agreed otherwise, the Client shall pay Superyacht Interior Studio for any Goods procured by Superyacht Interior Studio from Third Party Suppliers on behalf of the Client, and any other costs payable in respect of the Goods (including any amounts payable under clause 4.4.2) in advance.

7.4.          All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Superyacht Interior Studio at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.5.          The Client shall pay each invoice due and submitted to it by Superyacht Interior Studio, within 30 days of receipt, to a bank account nominated in writing by Superyacht Interior Studio.

7.6.          If the Client fails to make any payment due to Superyacht Interior Studio under the Contract by the due date for payment, then, without limiting Superyacht Interior Studio's remedies under clause 11:

7.6.1.          the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or

7.6.2.          Superyacht Interior Studio may suspend all Services until payment has been made in full; and/or

7.6.3.          Superyacht Interior Studio shall not place any orders for Goods from Third Party Suppliers.

7.7.          All amounts due under the Contract from the Client to Superyacht Interior Studio:

7.7.1.          are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

7.7.2.          shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.              Work carried out outside the agreed scope of Services / changes to briefs etc

8.1.          Where the Client requests additional work, Superyacht Interior Studio may ask the Client to sign a new Contract for Additional Services in which case clause 8.3 shall apply or such request may be treated as a variation to the Contract, in which case clause 8.2 shall apply.

8.2.          If during the Contract the Client asks for any changes to the Services or the Contract; requirement change or brief including:

8.2.1.          changes to the Contract Details;

8.2.2.          changes to any agreed timetable; and/or

8.2.3.          changes to the Client’s requirements including changes to the Deliverables or the Goods which impact the Services;

which in Superyacht Interior Studio’s reasonable opinion gives rise to:

8.2.4.          a service which Superyacht Interior Studio has not already agreed to provide to the Client; or

8.2.5.          a change to the Services or briefs that Superyacht Interior Studio has already agreed to provide to the Client,

then:

8.2.6.          Superyacht Interior Studio will endeavour to notify the Client as soon as possible of any impact on Services Superyacht Interior Studio is currently carrying out for the Client in relation to estimated timescales and prices;

8.2.7.          where it is reasonably possible Superyacht Interior Studio will endeavour to notify the Client of any additional costs before Superyacht Interior Studio commences any work; and

8.2.8.          unless otherwise agreed any work carried out by Superyacht Interior Studio which is outside the scope of any agreed Services will be charged at Superyacht Interior Studio’s prevailing time and materials rates in place from time to time.

8.3.          Requesting Additional Services

8.3.1.          The Client from time to time may request Superyacht Interior Studio to supply additional services which are not included in the Contract Details (i.e. “Additional Services”). Superyacht Interior Studio shall endeavour to comply with the Client’s request and where Superyacht Interior Studio agree to provide any such Additional Services:

(i)              the details of those Additional Services shall be as agreed between the Client and Superyacht Interior Studio from time to time; and

(ii)             unless otherwise agreed by Superyacht Interior Studio in writing these Terms shall apply to the provision of such Additional Services.

9.              Confidentiality

9.1.          Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.

9.2.          Each party may disclose the other party's confidential information:

9.2.1.          to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

9.2.2.          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3.          Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

10.           Limitation of liability

10.1.       References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2.       Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

10.3.       Nothing in this clause 10 shall limit the Client's payment obligations under the Contract.

10.4.       Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

10.4.1.       death or personal injury caused by negligence;

10.4.2.       fraud or fraudulent misrepresentation; and

10.4.3.       breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.5.       Subject to clauses 10.2, 10.3 and 10.4 Superyacht Interior Studio's total liability to the Client for all loss or damage shall not exceed £5,000.

10.6.       Subject to clauses 10.2, 10.3 and 10.4, this clause 10.6 sets out the types of loss that are wholly excluded:

10.6.1.       loss of profits;

10.6.2.       loss of sales or business;

10.6.3.       loss of agreements or contracts;

10.6.4.       loss of anticipated savings;

10.6.5.       loss of use or corruption of software, data or information;

10.6.6.       loss of or damage to goodwill; and

10.6.7.       indirect or consequential loss.

10.7.       Superyacht Interior Studio has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.           Term and termination

11.1.       The Contract shall commence on the date when it has been signed by both parties and shall continue until completion of the Services by Superyacht Interior Studio, unless terminated earlier in accordance with this clause 11.

11.2.       The Contract shall continue for the Term and:

11.2.1.       where no Initial Term is specified, the Services shall continue until terminated by either party giving to the other written notice to terminate the Services of not less than 3 months’ notice;

11.2.2.       after the Initial Term the Services shall continue until terminated by either party giving to the other written notice to terminate the Services of not less than 3 months’ notice such notice to expire on or after the expiry of the Initial Term.

11.3.       Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

11.3.1.       the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

11.3.2.       the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

11.3.3.       the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

11.3.4.       the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.4.       Without affecting any other right or remedy available to it, Superyacht Interior Studio may terminate the Contract with immediate effect by giving written notice to the Client if:

11.4.1.       the Client fails to pay any amount due under the Contract on the due date for payment; or

11.4.2.       there is a change of control of the Client.

11.5.       On termination of the Contract for whatever reason:

11.5.1.       the Client shall immediately pay to Superyacht Interior Studio all of Superyacht Interior Studio's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Superyacht Interior Studio may submit an invoice, which shall be payable immediately on receipt;

11.5.2.       any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

11.5.3.       termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.           Notices

12.1.       Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

12.1.1.       delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

12.1.2.       sent by email to the address specified in the Contract Details.

12.2.       Any notice or communication shall be deemed to have been received:

12.2.1.       if delivered by hand, at the time the notice is left at the proper address;

12.2.2.       if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

12.2.3.       if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

12.3.       This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.           General

13.1.       Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2.       The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Superyacht Interior Studio's prior written consent.

13.3.       Superyacht Interior Studio may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

13.4.       The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.5.       Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.6.       No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.7.       A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

13.8.       A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.9.       If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.9 shall not affect the validity and enforceability of the rest of the Contract.

13.10.    The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.11.    The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

13.12.    The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

13.13.    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

14.           Definitions

14.1.       In these Terms, the following words shall have the following means:

Business Day

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Contract

the contract between the Client and Superyacht Interior Studio for the supply of the Services in accordance with the Contract Details and these Terms.

Control

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client

the client set out in the Contract Details.

Client Materials

all materials, drawings, specifications and data supplied by the Client to Superyacht Interior Studio.

Deliverables

all documents and materials developed by Superyacht Interior Studio or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including reports, designs and specifications (including drafts).

Fees

the fee payable by the Client for the supply of the Services by Superyacht Interior Studio, as set out in the Contract Details.

Goods

all products and materials procured by the Client as a result or in connection with the Services, whether by Superyacht Interior Studio on behalf of the Client or by the Client direct from the Third Party Supplier including the Goods set out in the Contract Details.

Initial Term

as defined in the Contract Details.

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services

the services, including without limitation any Deliverables, to be provided by Superyacht Interior Studio pursuant to the Contract, as described in the Contract Details.

Services Start Date

the day on which Superyacht Interior Studio is to start provision of the Services, as set out in the Contract Details.

Superyacht Interior Studio

Quartz & Stone Ltd, a company registered in England and Wales (company number 09834841) with registered address 3 Weavers Barn, 21 Waine Rush View, Witney, OX28 4WU.

Superyacht Interior Studio IPRs

all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.

Term

from the Services Start Date until expiry or termination of the Contract.

Terms

these terms and conditions set out in clause 1 to clause 13 (inclusive).

Third Party Suppliers

the third party suppliers of the Goods.

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