1.0 Formation of Contract

1.1 These Terms and Conditions together with the proposal of works (“Proposal”) provided by Decodence Ltd which describe the services set out the entire agreement between Decodence Ltd a company registered in England and Wales with company number 8044266 and registered to charge VAT @ 20% on all goods and services. VAT Number: 153980686 (“Decodence Ltd”) and you (the “Client”) and will apply once an appointment has been made to provide Decodence Ltd services (the “Services”).  

1.2 Before procuring the Services you should read these terms and conditions carefully. You are advised not to use the services of Decodence Ltd if you do not agree to the terms stated.

2.0 Decodence Ltd Obligations

2.1 Decodence Ltd will endeavour to advise the client of the predicted timescales of works by Decodence Ltd as soon as is possible after the quotes have been produced. All such dates shall be approximate only and Decodence Ltd cannot be held responsible for any delay in completion.

2.2 Decodence Ltd will inform the Client of progress of delivery of works (as per 2.1) in a timely manner and upon becoming aware of any issue that may materially impact the agreed services of any information, decision or action required in mitigation.

2.3 If so separately agreed, Decodence Ltd is responsible for organising third party companies, firms or individuals (“Third Party Suppliers”) to undertake certain work for the Client, such as decorating, building work, carpet fitting, curtain and blind manufacture and fitting and such other work as confirmed by Decodence Ltd.

2.4 In some cases, goods and materials are supplied by Decodence Ltd directly to the Client and Decodence Ltd hereby warrants that such goods and materials shall be of satisfactory quality and fit for their intended purpose.

3.0 Client Obligations

3.1 In agreeing with these terms the Client acknowledges that they are fully aware of all Decodence Ltd work proceeding and confirm they are happy with all items discussed and quoted.

3.2 The client shall inform Decodence of information/decisions/changes and approvals in writing as necessary for the proper and timely performance of the services.

3.3 The client shall have obligation to pay Decodence for works performed as per agreed timelines.

3.4 If the client is comprised of more than one partner, the client should identify the main representative with full authority to act on behalf of the parties. All parties involved will sign the contract.

3.5 The client is responsible for permits and approvals and compliance required by any governmental agency to be in place for duration of works.

3.6 The Client shall ensure that the property is accessible to employees of Decodence Ltd and any third-party suppliers providing services throughout the duration of works.

3.7 The Client will also ensure that utilities such as electricity and water are available for use at the property throughout works and at no cost to Decodence Ltd.

3.8 The client is required to have insurance coverage for all furnishings and materials during handling, moving, storage and installation. Client is responsible for ensuring that their insurance coverage is sufficient. Decodence cannot be held responsible for inadequate insurance coverage.

3.9 The client should ensure that all Contractors and Consultants have suitable Professional Indemnity and Public Liability Insurances in place for duration of works.


4.0 Delivery of Goods and Services

4.1 Decodence Ltd will not be held liable for any over-run of works or delays by third party suppliers or tradespeople and sub-contractors.

4.2 We will contact the client one week prior to delivery of furniture and or goods or services and arrange a date for delivery or collection. Every effort will be made to ensure delivery is made on time however under no circumstances will refunds be given if the delay beyond our control is Incurred.

4.3 If the client decides to collect any ordered goods from Decodence Ltd it will be necessary to sign a collection note and therefore the client will be responsible for the goods from thereafter.

4.4 The client will be responsible for any storage/delivery fees associated with ordering of goods. These will be detailed and outlined to the client as soon as known.

5.0 Third Party Suppliers

5.1 The Client will form a direct contractual relationship with Third Party Suppliers and will be responsible for managing these relationships and any financial settlements direct with the Third-Party Suppliers.

5.2 If so requested, Decodence Ltd may coordinate the services and financial settlements with Third Party Suppliers on their behalf, as part of the services undertaken, but the client will remain ultimately responsible for the contractual relationship with the Third-Party Supplier.

5.3 Decodence Ltd is not responsible for forming any contractual relationship on behalf of the client.

5.4 Decodence provides no warranty, guarantee, certification, or responsibility for the performance, quality, or timely completion of any work performed or materials installed by Contractors, nor their agents or employees. Decodence shall cooperate with and observe Consultants for the purpose of general conformity of the design plan, but it is not responsible for their oversight.

6.0 Payment & Billing Terms

6.1 The charges for the Services are set out in the Proposal accompanying these terms and conditions or as amended or updated by Decodence Ltd and communicated to the Client.

6.2 Payments should be made by bacs payment to Decodence.

6.3 Invoices for time billing and reimbursable expenses are due within 7 days.

6.4 Interest at the rate of 10% per month shall be payable on all accounts not settled by their due date and all work will cease until invoice is paid.

6.5 The interest will be added monthly thereafter from the due date until settlement is received.

6.6 Decodence shall be entitled to withhold delivery of any item purchased on behalf of Client should Client fail to make payments in a timely manner

6.7 Should Decodence Ltd have to instruct a debt recovery agency, or instigate legal proceedings, the Client will be liable for any costs so incurred.

6.8 Decodence Ltd will inform the client of any likely third-party supplier’s price increase on all orders prior to agreement of contract.

7.0 Cancellation and Termination Policy

7.1 The Client has the right to cancel this contract (the “Contract”) at any time up to the end of seven working days after the day on which the Contract is concluded, subject to the following provisions. A working day is any day other than weekends and bank or other public holidays.

7.2 The Client does not have the right to cancel the Contract if the supply of the Services begins with the Client’s agreement before the end of the seven working day cancellation period.

7.3 To exercise the right of cancellation set out in clause 7.1, the Client must give written notice to Decodence Ltd by hand or post, or email, at Decodence Ltd address, or email address as set out in clause 9.2 below.  All correspondence should be addressed to the Complaints Manager.  


7.4 Following the ‘seven days’ period set out at clause 7.1, the client has a right to terminate the Contract at any time by giving notice in writing to Decodence Ltd. The Client will be liable to pay Decodence Ltd for the Services provided to the date of termination (including, but not limited to, Services already performed, goods and materials supplied or ordered on the Client’s behalf, any services that may incur cancellation fees and any costs incurred by the Decodence Ltd).

7.5 A delay by either party in acting on a breach of this Contract will not be regarded as a waiver of the breach. If either party waives a breach of the Contract by the other, the waiver is limited to the particular breach.

7.6 If a balance remains in Client’s account, the amount will be refunded less any outstanding reimbursable charges or design fees.

7.7 Client agrees to take no action which is intended, or would reasonably be expected, to harm the Designer’s reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to Decodence Ltd.

7.8 Termination of the Contract will not affect either party’s outstanding rights or duties, including Decodence Ltd right to recover any money owing to it under these terms and conditions.

8.0 Liability

8.1 To enable Decodence Ltd to deal with any complaint that may arise relating to the Services, the Client must provide full details of any complaint within 7 days of the supply of the relevant Services.  This should be addressed to the Complaints Manager for arbitration at the following address: Decodence Ltd, 17D Windmill Way West, Ramparts Business Park, Berwick-upon-Tweed, TD15 1TB by email: info@decodencedesign.co.uk

8.2 Decodence Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client, which is or are incomplete, incorrect or inaccurate.

8.3 Decodence Ltd shall not be liable to the Client for any unforeseeable loss or damages arising from the provision (or non-provision) of the Services, including loss of profit or consequential loss or damage.

8.4 Neither Decodence Ltd, nor the client shall be liable for any failure to perform its duties under this Contract due to circumstances beyond its control, including without limitation flood, fire or other adverse weather conditions.

8.5 Neither Decodence Ltd., Decodence Consultants, nor their agents or employees shall be jointly or individually liable to the Client for an amount in excess of the proceeds of the available professional liability insurance coverage. Liability of Decodence Ltd. only relates to design related to errors or omissions.

8.6 Nothing in these terms and conditions affects any liability for death or personal injury caused by Decodence Ltd negligence or for fraudulent misrepresentation, or the Client’s statutory rights as a consumer.

9.0 Data protection

9.1 Decodence Ltd will only use any personal information provided by the Client for the purpose of providing the Services, or for informing the Client of the availability of similar services, unless the Client agrees otherwise. No information will ever be forwarded onto third parties, suppliers and subcontractors unless agreed with the client.

9.2 Any personal data provided by the client to Decodence Ltd will be stored securely with access only for staff members. Data will never be visible to other Decodence Ltd. Clients.

9.3 The Client can correct any information, or ask for information about the Client to be deleted, by giving written notice to Decodence Ltd at the following address: Decodence Ltd, 17D Windmill Way West, Ramparts Business Park, Berwick-upon-Tweed, TD15 1TB by email: info@decodencedesign.co.uk

10.0 Copyright

10.1 The copyright, design right and all other intellectual property rights in any materials and other documents or items prepared or produced for the Client by or on behalf of Decodence Ltd in connection with the Services shall belong to Decodence Ltd absolutely and any such materials, documents or items shall be or remain the sole property of Decodence Ltd.

10.2 Decodence Ltd shall be permitted to use photographs and video of the Client’s property, during all stages of design services including project completion, which demonstrate the Services provided by Decodence Ltd for, its own marketing purposes.

10.2 Photographs will be used for business purposes, including, but not limited to: press, publications, online, social media, marketing, advertising and print. Client’s details will not be disclosed without prior consent. Costs of photos/videos and publicity are the responsibility of Decodence Ltd.

10.3 The Client shall be entitled to use any such materials, documents or other items as are referred to in paragraph 10.1 in connection with the Services but shall not be entitled to copy any such items or use them for any commercial purpose. Credit shall be given to Decodence Ltd. as the designers if documentation is released publicly.

11.0 General

11.1 Decodence Ltd may assign or sub-contract the Contract if this is necessary for operational reasons or in connection with a business transfer or reorganisation. Otherwise, the Contract is not transferable by either party.

11.2 Nothing in this Contract gives any right to any third party to enforce any provision under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.3 These terms and conditions and the Contract will be subject to English law, and the English courts will have jurisdiction in respect of any dispute arising from the Contract.