1.1 These terms and conditions constitute the entire terms and conditions upon which Simply Interiors provides the Service and upon which the Customer agrees to contract for the use of the Service.

1.2 This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by Simply Interiors

1.3 By placing an order for the Service, you, the Customer, confirm your acceptance of the terms of the Agreement.

1.4 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.

Definitions

In this Agreement:-

“Agreement” means these terms and conditions together with the Order Confirmation.

“Completion” means the date when the Service shall be complete as defined in the Order Confirmation.

“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.

“the Contract Price” means the price for the Service set out in the Order Confirmation.

"Goods" means curtains, blinds, window dressings, bed spreads, soft furnishings, curtain poles, furniture, accessories and any other Goods supplied by us following your Order.

"Order" means an order made by you for the supply of the Services by us.

“the Order Confirmation” means the email or letter sent to the Customer by Simply Interiors which sets out details of the Service to be provided, price, completion date (if any) and such other specific contractual terms as may be appropriate.

“the Service” means the provision of interior design, including supply of all Goods and consultancy to households or businesses (together or individually known as “Work”), more fully described on the Simply Interiors website.

“Working Day” means between the hours of 9.00am to 5.30pm, Monday to Friday only, unless otherwise agreed and not including bank holidays;

“the Service Commencement Date" shall be the date we will commence work as set out in the Order Confirmation.

“Simply Interiors” or “we/our/us” means Simply Interiors, a company registered in Scotland (Company Number SC377604) and with its registered office at Oakfield House 378, Brandon Street Motherwell ML1 1XA

“Adhoc Services” means unplanned services or post quotation work required by the customer, retrospectively billed to the customer more fully described on the Order confirmation.

“Initial Customer Meeting” means the pre-quotation Customer meeting up to a maximum 2 hours of Customer time.

“Writing” includes any written paper document, any fax and any email correspondence.

2.1 Simple Interior’s contract with you shall terminate upon Completion of the Service, unless otherwise stated on the Order Confirmation

3.1 Simply Interiors will provide an Order Confirmation for all orders accepted but reserves the right to accept or reject any order.

3.2 Simply Interiors will use all reasonable endeavours to provide the Service as described in the Order Confirmation.

3.3 Simply Interiors may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.

3.4 Simply Interiors undertakes to use reasonable skill and care in providing the Service as described in the Order Confirmation

3.6 Simply Interiors will charge prices, including adhoc rates as more fully described in the Order Confirmation.

3.7 Where an Order is placed orally or in the event of any dispute as to the Order, the Order Confirmation shall be deemed as the authoritative order

4.1 The Customer shall pay the charges for the Service in accordance with clauses 6, 7 and 8 below.

4.2 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary information and facilities to enable Simply Interiors to produce and deliver a quality service, including:-

4.2.1 access to premises or relevant site.

4.2.2 provision of a colour sample of existing furniture or fabric.

4.3 The Customer is responsible for gaining all necessary permissions including obtaining and holding all consents, licences, permits, planning permission including for listed buildings and other similar instruments applicable to the Service.

4.4 The Customer is responsible for ensuring full payment is made to Simply Interiors, delay in payment may result in delayed of completion of work.

4.5 Without prejudice to its rights in terms of Clause 8 hereof, Simply Interiors is entitled to suspend or terminate the Customer's use of the Service if the Customer fails to comply with any of its obligations under this clause 4.

4.6 By entering into this Agreement the Customer is accepting responsibility as owner of the property or agreed agent of the owner, with the consequent rights to make alterations to the said property.

4.7 Should the Customer require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement following issue of the Order Confirmation, such change shall be requested in writing. Simply Interiors shall advise the Customer of the effects including any increase in the Service charges which may result and the Agreement shall be modified to reflect such changes including to the Service charge and/or duration which may be agreed.

4.8 Simply Interiors may at our discretion subcontract some or all of the Work.

4.9 If the case of third party involvement including existing Customer suppliers or contractors nominated by the Customer, the Customer agrees and undertakes to ensure that all necessary information is communicated to

all parties involved in the project or work to be carried out. Simply Interiors is not responsible for briefing or instructing any such parties unless stated in the Order Confirmation.

4.10 Simply Interiors will have no liability in respect of any delays, deficiencies or interruptions in the supply of the Service caused by a failure by the Customer to comply with any provision of this Clause 4.

4.11 Subject to consumer rights contained in clause10, following completion of the Work, the Customer must contact Simply Interiors if there is an issue with the Service within 48 hours of completion.; should Goods either suffer damage or require repair, the incident should be treated as a household insurance issue.

5.1 Simply Interiors endeavours to provide a quality service and shall:-

5.1.1 respect Customer privacy and maintain confidentiality in respect of the Customer before, during and after provision of the Service.

5.1.2 endeavour to correctly estimate the material quantities, however, in some instances, excess materials quantities cannot be returned to suppliers and shall incur a handling fee.

6.1 The Customer shall indemnify Simply Interiors and keep us indemnified against any liability to any third party arising out of or connected with the Customer’s use of the Service.

6.2 The Customer hereby indemnifies and holds harmless Simply Interiors against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by Simply Interiors in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action.

7.1 Initial invoices will be issued by Simply Interiors in advance of the Service commencing.

7.2 Unless otherwise agreed, charges for all 3rd party or additional expenses shall be invoiced to the Customer after the relevant service is delivered or completed. Payment for any such third party, additional or adhoc expenses must be payable within 7 days of date of invoice, however 3rd party costs over a certain value will be required to be paid in advance by the Customer. Where this is required it will be specified on the Order Confirmation.

8.1 Subject to any special terms which we may agree with you in the Order Confirmation or otherwise in writing, payment by you to us will be made within 7 days of the date of each invoice issued by us to you. Charges shall be based upon the Customer paying a portion of the Contract Price upon our acceptance of the Customer’s order and the reminder payable on completion. Simply Interiors may request staged payments as set out where applicable in the Order Confirmation. Please note the initial Work will only commence when the initial payment has cleared.

8.2 Payment for all initial customers meeting must be paid by cheque or by credit card and the payment cleared before Simply Interiors shall attend.

8.3 Time of payment shall be of the essence of the Agreement. You shall not be entitled to set off or withhold any payment for any reason whatsoever.

8.4 If you fail to make payment within the period specified in clause 8.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-

8.4.1 suspend any further service provision to you and/or suspend performance of the Services; and/or

8.4.2 cancel the Agreement; and/or

8.4.3 charge you interest on the amount unpaid, at the rate of 4 per cent per annum above the Royal Bank of Scotland plc base rate from time to time, until payment is made.

8.5 The Customer shall not be entitled by reason of any set-off, counterclaim, abatement, or other deduction to withhold payment of any amount due to Simply Interiors.

8.6 If the Customer’s cheque is returned by the bank as unpaid for any reason, Simply Interiors reserves the right to levy a “returned cheque” charge.

8.7 In the event that the Customer prematurely cancels the Agreement or any portion thereof, Simply Interiors shall be entitled to payment of the total sum of expenses incurred by Simply Interiors and result in no refund of any deposit paid, at our sole discretion.

8.8 Until Simply Interiors has received payments in full of the price of the goods, included all arrears and interest charges due under this Agreement, the Customer acquires no title to the goods. the ownership remains with Simply Interiors and the goods may be removed by Simply Interiors or its agents.

9.1 Simply Interiors reserve the right to cancel the Agreement in the following cases:-

9.1.1 where post survey or after designs for the Work have been produced, it is apparent that the work as reflected in the Order Confirmation cannot be carried out for safety or other technical reasons; and/or

9.1.2 Where, post survey or after the designs for the Work have been produced, we find it necessary to recommend design changes for safety or other reasons which you do not agree to.

9.2 Simply Interiors shall be entitled to suspend or to terminate the Service in accordance with clause 8.3 hereof.

9.3 Without prejudice to any other rights to which it may be entitled, Simply Interiors or the Customer may terminate this Agreement by written notice if the other party commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the defaulting party being notified by the other party of the breach and of the other party's intention to terminate unless the breach is remedied.

9.4 Simply Interiors may terminate provision of the service immediately if the Customer takes or suffers any action on account of debt or is insolvent.

9.5 Simply Interiors reserve the right to retain and retrieve the goods if the client has entered into administration or is insolvent and has failed to pay Simply Interiors or clear any outstanding balance.

9.6 Simply Interiors will not tolerate duplicity, deceit or pretence in regard to the parties involved with the service provided, or in any way abusing the Service, reserving the right to terminate services as a result of such behaviour.

10.1 If you are a consumer and you have ordered Goods that are not made to your specification you have a right to cancel your Order for any reason whatsoever providing you notifying us at any time before delivery of the Goods has taken place; or within 7 working days from the date of delivery of the Goods providing that you have not fitted the Goods or used them and have taken reasonable care of the Goods. If you have ordered Services you may cancel the Order providing you notify us no later than 24 hours before the Services are scheduled to start.

10.2 Where the Goods have been delivered and you wish to cancel your Order in accordance with Condition 10.1, you must return the Goods to us at your own expense, intact and undamaged to the address shown on the despatch form supplied with the Goods. We advise you to return Goods to us

by courier/registered delivery post to ensure you have proof of postage/return. Goods returned to us remain at your risk until received by us.

10.3 If you cancel your Order under Condition 10.1 we will refund all monies paid by you including any delivery charges you have paid. We will refund any monies to you within a maximum of 30 days of receiving your cancellation notice. Lighting international goods ordered from aboard. Unpacked goods.

10.4 If you have ordered Goods made to your specification, you may cancel the Order at any stage however no refund will be provided.

10.5 Where you fail to return the Goods to us, we shall be entitled to charge you for the reasonable costs of collecting the Goods from you. We reserve the right to deduct such costs from any refund due to you.

11.1 We do not accept liability for any defect in the Goods which has been specifically drawn to your attention before the Contract is made and/or where you have examined the Goods before the Contract is made, and that examination ought to reveal any such defect. In all other cases you shall give us a reasonable opportunity to inspect the Goods in the same condition as they were at delivery after discovery of the defect and liability will not be accepted unless this procedure is followed.

11.2 In no event shall Simply Interiors be liable to the Customer for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Simple Interior’s negligence) including, but not limited to, loss of profits, weather related damage, loss of contracts, business interruptions, lack of customer cooperation, burglary, vandalism or damage to the customers property or the Customer's inability to use the Service, however caused and whether arising under contract or delict (tort), including negligence or otherwise except as expressly provided herein.

11.3 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Simply Interiors becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, delict (including negligence) or otherwise, will not exceed the total charges paid by the Customer prior to such liability arising.

11.4 Simply Interiors shall have no liability for delay in the provision of the Service or for any effect upon the quality of the Service caused by external activities, third party failures or problems suffered as a result of Customer communication or the lack of accessibility or cooperation of the Customer or a third party’s inability to deliver services on time.

12.1 Simply Interiors shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:

12.1.1 act of god, explosion, flood, volcanic ash cloud, tempest, fire or accident; weather.

12.1.2 war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition;

12.1.3 acts, restrictions, regulations, by-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority;

12.1.4 import or export regulations or embargoes;

12.1.5 strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or

12.1.6 difficulties in obtaining the solar panels or G & C Ltd’s equipment labour, fuel, parts or machinery.

12.1.7 technical problems or external circumstances preventing suppliers delivering against deadlines or preventing delivery of 3rd parties against agreed commitments.

13.1 Subject to the Terms set out below we warrant that upon delivery the Goods will correspond with their specification, will approximately correspond with the approximate description given by us and will be free from defects provided that we shall be under no liability arising from failure by any person, other than us or our employees or contractors, to follow our instructions (whether oral or in writing), inappropriate storage, improper use, further treatment of or process to the Goods or any defect caused as a result of reasons which are under your control.

13.2 Unless these Terms provide otherwise, any other warranty, condition or other term expressed or implied by statute, common law or otherwise is excluded save that nothing in these Conditions shall affect the statutory rights of a consumer which cannot be excluded by law. In particular, we make no warranty as to the fitness of the Goods for any particular purpose other than the normal purpose for which the Goods are used even if that purpose is stated in your order unless we specifically confirm in writing that the Goods are fit for such a purpose. This exclusion includes recommendations or advice from us to you relating to a specific enquiry. You must satisfy yourself as to the fitness for the purpose for which the Goods are intended.

13.3 Certain Goods may have particular characteristics which affect shade, shape, size or suitability for certain types of uses or use in certain types of environments.

13.4 You shall not be entitled to reject the Goods where the alleged defect or breach of contract is so slight that it would be unreasonable for you to do so.

13.5 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall be notified to us immediately upon discovery of the defect or failure and in any event any valid claim so made shall not be accepted by us unless made within 7 days from the date of delivery of the Goods. Any claim for items missing from your Order must be made within 3 days of the delivery date.

13.6 For the avoidance of doubt we shall not be responsible nor liable for any compatibility issues relating to anything not supplied by us where we were not consulted or where we were consulted but our advice was not heeded and acted upon.

13.7 All illustrations, descriptions or specifications which appear in any documents submitted by us to you are for illustrative purposes only. We reserve the right to amend any such illustrations, descriptions or specifications as we consider necessary or appropriate without notice to you.

14.1 Should any dispute arise in connection with this Agreement, the parties shall attempt to settle same by negotiation however should the dispute not be resolved within 30 days of the first intimation of the dispute then parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

15.1 The Customer shall not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this agreement without our prior written consent.

16.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;

16.1.1 if personally delivered, upon delivery at the address of the relevant party;

16.1.2 if sent by first class post, two business days after the date of posting;

16.1.3 if by email, when sent;

provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.

16.2 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party, which for the Customer shall be as set out in the Order Confirmation.

17.1 Failure or delay by Simply Interiors in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

17.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

17.3 The construction, validity and performance of this Agreement shall be governed by Scots Law and the parties submit themselves to the nonexclusive jurisdiction of the Scottish Courts.