Terms & Conditions

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Blue Projex Ltd Terms of Business

The following terms and conditions apply to all services provided by BLUE PROJEX LTD to the Client.

1. Definitions and Interpretations

1.1 In these Terms, unless the context otherwise requires:

"Agreement" - means these Terms of Business; and shall include the ‘Scope of Works’ document;

"BLUE PROJEX LTD " - means, a company incorporated in England and Wales under number 11925552, whose registered office is at Simpson Wreford & Partners, Suffolk House, George Street, Croydon, CR0 0YN, United Kingdom;

"Client" - means the owner / tenant of the Site who will have a direct relationship with BLUE PROJEX LTD, as outlined in the Scope of Works Contract;

"Fees" - means any charges payable to BLUE PROJEX LTD for the supply of services in connection with this Agreement, the Scope of Works Contract or the delivery of the Project;

Issues Log - The document furnished to Clients by BLUE PROJEX LTD, upon request, whereby complaints and their resolutions are recorded;

JCT Minor Work Contract – The Minor Works Building Contract for works less than £250,000 in value, as developed by the Joint Contracts Tribunal; 

Phase – each task as identified within the Progress Tracker;

"Project" - means the description or specification of the services outlined in the Scope of Works Contract;

Project Change Request Form- The document furnished to Clients by BLUE PROJEX LTD, upon request, which captures any requests to amend the Project;

“Project Team” means those identified in the Scope of Works Contract as part of the team involved with the Project;

Progress Tracker – The document furnished to the Client by BLUE PROJEX LTD outlining each phase of the Project and the respective responsibilities for each phase;

Scope of Works - means the addendum document outlining the Project, Project Team and Phases as drawn up and expressly agreed between the parties to this Agreement

Services:  the services, supplied by the Supplier to the Customer as set out in this Agreement and the Scope of Works Contract.

"Site" - means the address to be refurbished or developed by BLUE PROJEX LTD or the builder, building firm, property developer, or any other contractor or sub-contractor working with BLUE PROJEX LTD, as identified in the Scope of Works Contract;

1.2 Any of the foregoing definitions apply, as the context may require, to the singular or the plural form of the term used.


1.3 In this Agreement:

  1. Clause headings and the table of contents are inserted for ease of reference only and shall not affect construction;
  2. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice a versa, words importing the singular shall be treated as importing the plural and vice a versa, and words importing whole shall be treated as including a reference to any part thereof; and
  3. References to clauses are to the clauses of this Agreement.


2. Services

2.1 BLUE PROJEX LTD shall, subject to these Terms of Business and to the extent specified in the Scope of Works Contract:

  1. Develop the Project at the Site; 
  2. Provide project support in relation to the Project at the Site; 
  3. Maintain regular communication by email or telephone on the progress of the Project; 
  4. Provide professional and prompt liaison with other parties using its necessary expertise and authority; and
  5. Co-operate with the Client to ensure any materials and Sub-contractor[s] are at the Site when they are supposed to be. Blue Projex Ltd shall not be liable if there is a delay in delivery of materials and/or any sub-contractor[s] do not turn up to the Site. However, Blue Projex Ltd shall use reasonable endeavours to facilitate a speedy resolution if there is a delay as aforementioned. If a timely resolution is not available this will be communicated to the Client forthwith and if required a meeting, either face to face or by telephone shall take place between the parties to this agreement, to arrive at a mutual agreement on next steps. The said mutual agreement shall be followed up by email to confirm the understanding.


3. Obligations

3.1 BLUE PROJEX LTD will use reasonable endeavours to ensure that:                                                                                                                                                                                                                                                               

  1. The Services are carried out in a good and workmanlike fashion and with the care, skill and diligence reasonably expected in accordance with the practice and standards prevailing in the industry; and
  2. Upon completion of the Project, the Site shall function as described in the Scope of Works, within the agreed budget and timescale, where possible.


4. Client Obligations

4.1 The Client acknowledges that BLUE PROJEX LTD’s ability to provide services relating to the Project is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of the information and data the Client provides to BLUE PROJEX LTD. Accordingly, the Client shall provide BLUE PROJEX LTD with access to and use of all information, data and documentation reasonably required by BLUE PROJEX LTD  for the performance of BLUE PROJEX LTD’s obligations under this agreement and the Scope of Works Contract.

4.2 The Client shall provide the necessary information to BLUE PROJEX LTD in a timely manner and in any format reasonably requested by BLUE PROJEX LTD.

4.3 The Client and its sub-contractors, architects or property developers shall be responsible for all compliance issues relating to the project. For the avoidance of doubt BLUE PROJEX LTD shall not be responsible for any compliance issues with respect to works or services provided by the professionals and subcontractors forming part of the Project team or otherwise. 

4.4 The Client acknowledges that normally there are unknown factors at the Site and any changes requested by the Client may cause delays. BLUE PROJEX LTD will be made aware of these changes and unknown factors as soon as is reasonably possible. The Client undertakes that it shall prioritise certain tasks as may be recommended by the Project Team from time to time during the Project to reduce delay. 


5. Price and Payment

5.1 In consideration of BLUE PROJEX LTD providing their services in accordance with these Terms and any relevant Scope of Works Contract, the Client shall pay BLUE PROJEX LTD the Fees, in the manner and form as set out in the Scope of Works Contract. 

5.2 If any payment is not paid to BLUE PROJEX LTD within14 days after the relevant due date; without prejudice to any other rights and remedies available to BLUE PROJEX LTD, BLUE PROJEX LTD  may, without incurring liability to the Client for non-performance, suspend its performance of the Services under this agreement immediately until such outstanding payment is received in cleared funds and BLUE PROJEX LTD  shall be under no obligation to provide any or all of the Services while the outstanding Fees remain unpaid.

5.3 If BLUE PROJEX LTD has not received payment within14 days after the relevant due date, the Client shall pay interest on the overdue Fees at an annual rate equal to 4.5% above  the base lending rate of Barclays Bank PLC at the date the relevant invoice was issued. Such interest shall accrue on the due date and continually accrue until the overdue fees are fully paid, irrespective of whether judgment is sought or not.

5.4 BLUE PROJEX LTD reserves the right to invoice the Client for additional Fees pursuant to additional time spent on the Project outside of the original specification outlined in the Scope of Works Contract.

5.5 All Fees stated or referred to in this Agreement are payable in Pounds Sterling.



6. Variations to Scope of Works Contract

6.1 The Client may request variations to the Project in writing before the completion of a task as identified in the Progress Tracker. 

6.2 The Client must notify BLUE PROJEX LTD and any contractor, sub-contractor, architect or property developer working on the Project in writing of any requested variations to the Project. 

6.3 BLUE PROJEX LTD shall liaise with the Client to decide how such variations can be incorporated into the Project and if it is unfeasible. To this end:

  1. BLUE PROJEX LTD will create and distribute a Project Change Request form detailing what the variation is as well as its impact on cost and the Project timeline. 
  2. BLUE PROJEX LTD will arrange a meeting either by (i) face to face or by (ii) telephone for further discussion between the Project Team.
  3. Within five (5) days the Client will return the Project Change Request form by email to BLUE PROJEX LTD either to Accept or Decline the variation.
  4. The decision will be captured in an updated Scope of Works or via email, distributed to the Project Team. 

6.4 Any contractor, sub-contractor, architect or property developer working on the Project may request variations to the Project before the completion of a task as identified in the Progress Tracker, as a recommendation or suggestion. The relevant contractor, sub-contractor, architect or property developer will confirm with BLUE PROJEX LTD the details of such variation and BLUE PROJEX LTD will:

  1. Using the information provided, feedback the recommendation(s) to the Client.
  2. Arrange a meeting either face to face or by telephone for further discussion between the project team.
  3. Create and distribute a Project Change Request form detailing what the variation is as well as its impact on cost and the Project timeline.
  4. Within two [2] days the Client will return the Project Change Request form by email to BLUE PROJEX LTD either to Accept or Decline the variation.
  5. The decision will be captured on the Project Change Log.

6.5 BLUE PROJEX LTD reserves the right to invoice the Client for additional Fees incurred pursuant to any subsequent Project Change Request proposed and agreed to.


7. Review and Acceptance

7.1 Following completion of each Phase or week, the Client shall provide feedback to BLUE PROJEX LTD on any activities which do correspond with the Scope of Works Contract as expected. This will be discussed either face to face, by telephone or email as part of the Project update.

7.2 Any material supplied seen to have defects will go into the Issues log for review and outcome, forming part of the Phase update meeting or if only deemed a minor issue it will be dealt with before the next meeting either by the relevant contractor, sub-contractor or BLUE PROJEX LTD.

7.3 In the circumstances that the Client wishes to de-instruct any contractor, sub-contractor or instruct another contractor, sub-contractor BLUE PROJEX LTD shall provide such assistance as is reasonably requested by the Client in transferring the Project, subject to the payment of further fees reasonably requested by BLUE PROJEX LTD. 


8. Testimonials

8.1 Subject to the Client’s prior approval of the content and placing of any such communication, BLUE PROJEX LTD may use the Client’s business name and the Client’s Project in its publicity releases, advertising (including client lists) and other commercial communication material for the purposes of highlighting that the Client is a client of BLUE PROJEX LTD.


9. GDPR/Confidentiality

9.1 BLUE PROJEX LTD agrees not to:

  1. Disclose any personal Client contact information, the nature of which is clearly confidential or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure ("Confidential Information”)


Exceptions: 


  1. BLUE PROJEX LTD shall use any photos or video created for the purposes of illustrating previous completed projects


9.2 BLUE PROJEX LTD agrees it will not at any time or in any manner, divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior consent of the Client. 

9.3 Each party may disclose Confidential Information received from the other to its responsible employees, consultants, subcontractors or suppliers who need to receive the information in the course of performance of this Agreement and who have entered into an agreement containing appropriate confidentiality provisions.

9.4 The confidentiality obligations in this clause shall not apply to any information which:

  1. Is or subsequently becomes available to the general public other than through a breach by the receiving party; or
  2. Is demonstrably already known to the receiving party before disclosure by the disclosing party;

9.5 For the avoidance of doubt Blue Projex Ltd is registered with the Information Commissioner’s Office as a data controller under the registration number ZA522712

9.6 The obligations of confidentiality in this clause 9 shall not be affected by the expiry or termination of this agreement.

10. Data Protection

10.1 The Parties agree that, to the extent BLUE PROJEX LTD processes any Personal Data on behalf of the Client:

  1. It shall act only on instructions from the Client and it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

10.2 In this clause 12, "Personal Data" has the meaning given in the Data Protection Act 1988 and The General Data Protection Regulation 2016/679.


11. Warranty and Liability

11.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

11.2 BLUE PROJEX LTD shall use its reasonable endeavours to complete each Phase of the Project by the date specified in the Progress Tracker.

11.3 Nothing in this agreement shall operate to exclude or limit either party’s liability for death or personal injury caused by its negligence or fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

11.4 BLUE PROJEX LTD shall not be liable to the Client for any damage to property, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

11.5 BLUE PROJEX LTD shall not in any event be liable to the Client under this Agreement in contract, tort or otherwise or be deemed to be in breach of its obligations under this Agreement:

  1. For any delay in performing or failure to perform its obligations to the extent that such delay or failure was due to a failure by Client to perform its obligations under this Agreement; or
  2. For the consequences of any acts or omissions of the Client or its employees, contractors or agents.

11.6 the Client’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £100,000.

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

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).


12. Termination

12.1, This Agreement shall be terminated by notice in writing having immediate effect in any of the following events:

  1. By BLUE PROJEX LTD, if the Client fails to pay any sum payable under this Agreement when due and such sum remains outstanding more than thirty (30) days after notice from BLUE PROJEX LTD to the Client requiring it to be paid;
  2. By BLUE PROJEX LTD, if any Contractor and sub-contractor(s) fails to pay any sum payable under this Agreement when due and such sum remains outstanding more than thirty (30) days after notice from BLUE PROJEX LTD to the Contractor, sub-contractormor the Client requiring it to be paid;
  3. By either party for any reason, by giving at least sixty (60) days’ notice;
  4. By either party, if the other commits any material breach of this Agreement and, in the case of a material breach capable of remedy, fails to remedy the same within fourteen (14) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
  5. By either party, if the other gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt;
  6. By either party, if the other suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 

12.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12.3 Termination of these Terms shall be without prejudice to the accrued rights, remedies, obligations or liabilities of the Client or BLUE PROJEX LTD  prior to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.


13. Consequences of Termination

13.1 At the date of termination the Client shall pay all Fees payable in respect of the work which has been completed by BLUE PROJEX LTD prior to the date of termination. 

13.2 All licences granted to BLUE PROJEX LTD shall continue irrespective of the termination (however occurring) of this Agreement.

13.3 If this Agreement is terminated (however occurring), BLUE PROJEX LTD shall, subject to payment of its reasonable fees calculated on a time and materials basis, co-operate fully with the Client to ensure an orderly handover.


14. Notices

14.1 Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in this Agreement. Notices may only be sent by first-class mail or fax. 

14.2 Correctly addressed notices sent by first-class mail shall be deemed to have been delivered: 

  1. if delivered by hand, on signature of a delivery receipt;
  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;
  3. if sent by fax or email, at the time of the transmission or if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 16.2(2), 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.

14.3 This clause 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.


15. Miscellaneous

15.1 Neither party shall be liable to the other for any delay in performance or failure to perform its obligations under these Terms where such delay or failure is due to circumstances beyond its reasonable control such circumstances including fire, flood, government act and act of God. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 5 days' written notice to the affected party.

15.2 The Client may not assign or purport to assign this Agreement or any of its obligations thereunder without BLUE PROJEX LTD ’s prior written consent.

15.3 Save as expressly provided in this Agreement, these Terms and any relevant Scope of Work shall operate to the entire exclusion of any other agreement or understanding of any kind between the parties hereto preceding the date of the relevant Scope of Works Contract and in any way relating to the subject matter of this Agreement.

15.4 This Agreement constitutes the whole agreement and understanding of the Parties as to its subject matter and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in these Terms.

15.5 In the event of a conflict between the terms of this Agreement and a JCT Minor Works Contract, this Agreement shall prevail.

15.6 This Agreement is personal to the parties and is not intended to nor shall confer a benefit on any third party. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

15.7 Any amendment to this Agreement shall be in writing, signed by the parties and expressed to be for the purpose of such amendment.

15.8 This Agreement shall not constitute or be deemed to constitute a partnership between the parties and neither party shall be or be deemed to be an agent of the other for any purpose whatsoever and neither party shall have any authority or power to bind the other in any way.

15.9 This agreement 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. Each party acknowledges that in entering into this agreement 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

15.10 All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.

15.11 The terms of this Agreement are agreed between the Parties to be reasonable but if any clause or part thereof of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other clause or part thereof all of which shall remain in full force and effect.

15.12 This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either party to these Terms may enter into it by signing any such counterpart.

15.13 This Agreement 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

15.14 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.

15.15 If any provision or part-provision of this agreement 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 shall not affect the validity and enforceability of the rest of this agreement.

15.16 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.17 If any dispute arises in connection with this agreement: 

  1. the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. 
  2. Unless otherwise agreed between the parties within fourteen (14) calendar days of notice of the dispute, the mediator will be nominated by CEDR.
  3. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has been terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.


16. Restrictive Covenants

16.1 BLUE PROJEX LTD and the Client mutually covenant: whilst you agree that the restrictions in this Agreement are fair and reasonable, each of those restrictions is intended to be separate and severable. If any restriction is held to be unreasonably wide but would be valid if part of the wording were deleted, such restriction will apply with the necessary wording deleted to make it valid.


17 Design Service

17.1 BLUE PROJEX LTD shall develop interior furnishing specifications that may include coloration, fabrics, lighting, and furnishings as required. BLUE PROJEX LTD Design services do not include contractor services, landscape design, or architecture. BLUE PROJEX LTD shall consult other professionals such as lighting consultants, architects, and others.  Client acknowledges that Project deadlines are subject to the vagaries of the marketplace and the performance of third parties.


17.2 Upon signing this Agreement, Blue Projex Ltd shall receive 50% in advance of total fees for Design and Project Management Services. The balance is payable over four months. All Design and Project Management Fees are nonrefundable.


17.3 PURCHASING: Blue Projex Ltd will present a Specifications List to Client for Client to purchase direct from suppliers. Client is wholly responsible for all items purchased.


17.4 DRAWINGS: Blue Projex Ltd 2D and 3D drawings, mood board and sample mood boards are conceptual in nature and are intended to set forth design intent; they are not to be used for architectural or engineering purposes. Design services do not include modifications to structural, heating, air conditioning, plumbing, electrical, ventilation or other mechanical systems in the Project. Blue Projex Ltd shall be held harmless for relying on the accuracy of information provided by the Client.  Blue Projex Ltd and the Building Contractor’s drawings are and remain the intellectual property of said parties.  Design and Building team retain ownership and copyright of drawings at all times.  Project drawings and documents cannot be used by Client for any purpose other than completion of Project by Blue Projex Ltd as laid out in this agreement. 


17.5 CONTRACTORS & CONSULTANTS: Blue Projex Ltd is not a building contractor and does not provide contractor services.  If Project requires contractors and/or consultants to perform work based on design concepts, Client will enter in a contract directly with each contractor/consultant.  Blue Projex Ltd 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.

17.6 PERMITS: Client is responsible for permitting and or any and all approvals and compliance required by any governmental agency.

 

17.7 INSURANCE: 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 per this Agreement.  Blue Projex Ltd cannot be held responsible to inadequate insurance coverage. 


17.8 HAVE FUN: Blue Projex Ltd strives for the most comfortable, enjoyable, and transparent project experience possible. We require open communication and honest feedback.


APPENDIX A - FAQS & POLICIES







CAN I SHOP ON MY OWN?  You have hired me to design and complete a vision for your space and I ask that you do not select items without my approval because items that you select may not be a fit for the design, space, or budget. You will receive a Specifications List for items to be purchased direct.


DO YOU WORK WITH CONTRACTORS?  I work with the building contractors or those hired by a client.  I love working with other design professionals to create your custom space. I prefer to use professionals that I have worked with on previous projects.  Blue Projex Ltd does not provide contractor services; so independent architects and contractors hired by the client are an integral part of the process.


HOW LONG DO PROJECTS NORMALLY LAST?  This depends on the scope of the project and what is purchased. Occasionally there are delays caused by weather, supplier holiday, factory errors, and other unpredictable influences, that are out of my control. Everyone involved: designer, client, vendors and contractors are expected to not cause unreasonable delays in the project.


HOW DO YOU CHARGE? See Schedule of Fees included in the Design Scope of Works. 


SPECIFICATIONS LIST? Once you receive the Specifications List you take responsibility for the ordering of the item. Please advise Blue Projex of delivery dates and times so I can be onsite to take delivery and deal with any queries which may arise.


CAN I CHANGE MY MIND AFTER AN ORDER IS PLACED? Recommended to check the terms of business for cancellations to be sure. Suppliers vary but most often orders cannot be cancelled or refunded unless within a certain timeframe. In the event of receiving a refund there may be a charge for replenishing stock deducted from the purchasing fee and any other applicable fees. Custom orders are usually nonreturnable. 


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