Foers Design

Terms and Conditions

1. Key Agreement Details

These terms and conditions apply to all commercial design services (Services) provided by Foers International Limited, trading as Foers Design (Company Number: 13175854), registered at First Floor 2 Central Parade, 101 Victoria Road, Horley, Surrey, RH6 7PH. In the event of any inconsistency between these terms and conditions and a Letter of Appointment, the Letter of Appointment will prevail to the extent of such inconsistency.

2. Accepting These Terms

  1. These terms will apply to all of your dealings with Foers Design, including being incorporated in all agreements, estimates, quotations, letters of engagement under which Foers Design is to provide Services to you (each a Letter of Appointment) together with any additional terms included in such Letter of Appointment (including Key Agreement Details) (provided such additional terms are recorded in writing).
  2. In the event of any inconsistency between these terms and conditions the Letter of Appointment, the terms and conditions of the Letter of Appointment will prevail to the extent of such inconsistency.
  3. Before you engage us for Services please carefully read these terms. By accepting a Letter of Appointment either by paying our Fees or confirming in writing that you accept our Letter of Appointment, or otherwise proceed to engage with our Services, you agree to be bound by these terms which form a binding contract between you, the Client, and Foers Design.

3. Services

3.1 Scope of Services

  1. In consideration for the payment of the Fees, Foers Design will provide the Client with the Services and any Deliverables as described in the Letter of Appointment.
  2. Unless otherwise agreed, Foers Design may, in its discretion:
    1. not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and
    2. withhold delivery of Services until the Client has paid the invoice in respect of such Services.
  3. Any time frame agreed for the performance of the Services is indicative only and subject to change on notice by Foers Design.
  4. The Client acknowledges that the Services are limited to design intent and that unless otherwise agreed in writing Foers Design has no specialised knowledge or expertise as to the performance, durability, fitness for purpose or other features as to the use of any recommended product or design element that may form part of the Services or Deliverables.
  5. While recommendations are made with all care and diligence, by accepting a recommendation or authorising a part of any recommendation of Foers Design, the Client:
    1. confirms that the Client has satisfied themselves as to the suitability of any recommended products to be installed or provided; and
    2. accepts any risks (whether they be obvious or not) in following a recommendation by Foers Design.
  6. Any Computer Aided Design (CAD) drawings provided by Foers Design:
    1. are intended solely as indicative guides;
    2. must be finalised and confirmed by the Client regarding the selection of products and appliances before their procurement and delivery to the site;
    3. require the contractor and all associated subcontractors to take accurate site measurements, confirm product and appliance dimensions, and prepare detailed shop drawings for the Client's approval prior to commencing any construction or joinery installations;
    4. are issued for design intent purposes only and must not be used for construction. They must not be relied upon for architectural, engineering, or other technical purposes.
  7. Unless stipulated in the Letter of Appointment, Foers Design does not organise any approvals or other compliance documentation that you may require. This is the responsibility of the Client.
  8. The Client accepts the risk of defects or deficiencies in the relevant premises for which the Services relate (Client Site). Foers Design is not required to investigate the suitability, quality or fitness for purpose of existing or proposed building materials, drainage or drainage infrastructure at the Client Site.

3.2 Excluded Services

Unless specified explicitly in the scope of Services, the Services do not include (and if the Client requests such services, they will be deemed a Change and clause 3.3 shall apply):

  1. Designing areas not included in the Services;
  2. Reviewing and coordinating interior design provided by other designers;
  3. Revisions to drawings, specifications, other documents, and electronic data are required when such revisions result from:
    1. Inconsistencies with approvals or instructions previously given;
    2. Causes beyond the control of Foers Design;
    3. Changes, errors or inconsistencies on drawings and documents provided by Client or any of Client's other consultants or advisors;
    4. Requirements by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents;
    5. Requirements to conform/adhere to Client's previously established budget as a result of: (A) a delay in purchasing (due to no fault of Foers Design); (B) the Project being placed on hold for a length of time which results in cost increases or unavailability of the original designs or selections; or (C) a change in the previously established budget or schedule;
    6. Decisions by the Client to change or re-designate any part or area of the Client Site to another use, or makes significant changes of walls, ceilings, floors, or architectural features, after the completion of the Services in respect of that location, and entailing the redesigning of that part or area;
    7. Visiting vendors, suppliers, fabricators, and manufacturers' facilities (including but not limited to those supplying carpet, stone, fabrics, wood veneers, or bespoke or standard furniture) to review the quality or status of items being produced for the Client Site is included within the design fees where such facilities are located within a radius of 25 miles from the Client Site or the Designer's principal place of business in London. Travel beyond this radius, including additional time and expenses incurred, shall be invoiced separately at cost, subject to prior written agreement with the Client.
  4. Exterior/facade lighting services, exterior signage & way-finding, BOH & car park signs, graphics design (logo & collateral), laundry design and equipment specifications, design of project systems, such as structure, heating, ventilation, air-conditioning, electrical, or plumbing (except to integrate outlets within the overall interior design), engineering working drawings and specifications, hotel computer systems design, MEP, BOQ and Cost Estimation Services.

3.3 Feedback and Revisions

  1. The Client may provide feedback and request revisions of any Deliverables delivered by Foers Design (Revisions).
  2. Foers Design shall complete up to two (2) rounds of Revisions to each Deliverable, provided the Client requests such Revisions in writing within the following timeframes:
    1. For the first Revision: 14 days of the Deliverable being delivered; and
    2. For the second Revision (if required): 14 days of the first Revision being delivered.
  3. If the Client does not request a Revision within the timeframe specified in clause 3.3(b)(i), then the Client shall be deemed to have accepted the Deliverable.
  4. Any additional Revisions, or requests for Revision which fall outside the timeframes set out in clause 3.3(b), shall be a Change and clause 3.4 shall apply.

3.4 Changes to Scope

  1. The Client must pay an additional service fee, in an amount reasonably determined by Foers Design (Additional Services) for changes to Services requested by the Client which alter the scope set out in the Letter of Appointment and requires Foers Design to perform additional work or incur additional costs (Changes).
  2. Foers Design may in its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
  3. Foers Design will only be required to perform the Changes if:
    1. Foers Design agrees in writing to perform the Changes;
    2. the Client confirms in writing that they wish for Foers Design to proceed with the Changes and the relevant Additional Services; and
    3. the Client agrees to pay the Additional Services.
  4. This agreement will apply to any Services that are the subject of a Change without this agreement needing to be signed again.

3.5 Security

  1. Foers Design will use its reasonable efforts to ensure that the Client's information or data (Client Data) is stored securely.
  2. Foers Design does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference unless caused by its gross negligence or wilful misconduct.

3.6 Disclaimer

The Client acknowledges and agrees that:

  1. all information provided as part of the Services is an opinion only, based on Foers Design's experience and best practice;
  2. Foers Design does not guarantee any particular outcome, or any particular decision from any third party, on any issue, if the Client relies on the Services; and
  3. it is the Client's responsibility to comply with all applicable law and regulations relevant to the Client's business, including but not limited to employment, data protection and privacy law.

3.7 Carrying Out the Services

  1. Foers Design will carry out the Services by the time or within the period which the parties have agreed in writing or as set out in a Letter of Appointment. If no time or period has been agreed or remains an estimate, Foers Design will carry out the services within a reasonable time.
  2. Foers Design's Services might be affected by events beyond its reasonable control. If so, there may be a delay before Foers Design can start or restart the Services, having made reasonable efforts to limit the effect of any of those events and having kept the Client informed of the circumstances. Foers Design will try to start or restart the Services as soon as those events have been fixed.
  3. Foers Design has the right to photograph the progress and end result of the Services and to publish them on Foers Design's website and social media accounts.

3.8 Client Delays

  1. The Client must provide all necessary instructions, information, approvals, and access required for Foers Design to carry out the Services as agreed.
  2. If the Client fails to meet its obligations under clause (a), resulting in a delay, Foers Design is not responsible for any impact caused by such delay, including:
    1. The extension of delivery timeframes at Foers Design's own discretion to accommodate the delay caused by the Client; and
    2. That if such delays result in Changes, clause 3.3 shall apply.
  3. Foers Design shall inform the Client of any adjustments to the Deliverables and Fees as soon as reasonably practicable, taking into account the nature of the Services to be provided.

4. Third Party Terms & Conditions

  1. If the Services involve Foers Design acquiring goods and services supplied by a third party on the Client's behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply.
  2. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing any deliverables, and Foers Design will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

5. External Providers

Foers Design may refer the Client to engage certain external third party providers (External Providers) (Referrals). The Client acknowledges that Foers Design may not have vetted such External Providers and will not be liable for any loss or damage the Client suffers by using such External Providers.

6. Interior Design and Installation Disclaimers

  1. All interior design plans have been developed from architectural plans or manual measurements provided to Foers Design by the Client and Foers Design will not be responsible for measurement discrepancies. Plans provided are to be used for design intent purposes only.
  2. Foers Design will not be responsible for the supervision of the installation of finishes and materials or overseeing any trades people or suppliers unless otherwise agreed.

7. Client Obligations

7.1 Provide Information

  1. The Client must provide Foers Design with all documentation, information and assistance reasonably required by Foers Design to perform the Services.
  2. The Client warrants that all information, documentation and other material it provides to Foers Design for the purpose of receiving the Services, is complete, accurate, compliant with any applicable laws and industry regulations, and up-to-date.
  3. The Client releases Foers Design from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other material provided by the Client being incomplete, inaccurate or out-of-date.
  4. The Client must not do or say anything, which could be deemed to be defamatory or misleading statements about Foers Design.

7.2 Access

The Client agrees to provide Foers Design with access to the Client Site, as reasonably required by Foers Design to perform the Services.

7.3 Compliance with Laws

The Client agrees that it will not by receiving or requesting the Services:

  1. breach any applicable laws, rules and regulations (including any applicable data protection laws); or
  2. infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

7.4 Insurance

  1. The Client acknowledges and agrees that it is responsible for insuring itself against its risks under and in connection with this agreement, including but not limited to public liability insurance, and must provide evidence of such insurance to Foers Design on request.
  2. The Client agrees to provide Foers Design, upon request, with copies of the certificates of insurance and any other relevant documents to demonstrate compliance with the insurance requirements.
  3. Such proof shall be provided within ten (10) business days of receiving a written request from Foers Design.

8. Payment

8.1 Fees

  1. The Client must pay the Fees in the amounts and in the manner as set out in the Letter of Appointment.
  2. To the maximum extent permitted under statutory provisions, any Fees paid in accordance with this agreement are non-refundable.

8.2 Invoices

Foers Design will issue a valid invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice. The Fees become due and payable in accordance with the payment terms in the Invoice or as otherwise set out in the Letter of Appointment.

8.3 Late Payment

If the Client does not pay an amount due under this agreement on or before its due date:

  1. Foers Design reserves the right to immediately suspend the provision of the Services;
  2. Foers Design may seek to recover the amount due by referring the matter to a collection agency; and
  3. without limiting any of Foers Design's other rights under these terms, the Client must pay Foers Design statutory interest of 8% per annum above the Bank of England base rate on each amount outstanding, from the due date for payment to the date on which payment is received by Foers Design, plus any other amount Foers Design is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.

8.4 Expenses

Unless otherwise agreed:

  1. The Client shall reimburse Foers Design for all reasonable expenses properly incurred by Foers Design in the provision of the Services.
  2. Foers Design shall, upon request, provide the Client with reasonable evidence of any such expenses incurred, including receipts or other supporting documentation.
  3. Foers Design reserves the right to require payment of expenses in advance, including but not limited to travel, accommodation, and any third-party costs that must be secured prior to commencement of the relevant portion of the Services. Where advance payment is required, Foers Design shall notify the Client in writing and provide an estimate of the expected expenses.
  4. Any disputes regarding reimbursable expenses shall be raised by the Client within 7 days of receipt of the relevant invoice. Failure to raise such disputes within this period shall be deemed acceptance of the expenses as invoiced.

8.5 VAT

Unless otherwise indicated, amounts stated in the Letter of Appointment do not include VAT. In relation to any VAT payable for a taxable supply by Foers Design, the Client must pay the VAT subject to Foers Design providing an invoice outlining the VAT.

9. Confidentiality, Non-Solicitation and Data Protection

9.1 Confidentiality

  1. Except as contemplated by this agreement, neither party will permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
  2. This clause does not apply to:
    1. information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
    2. information required to be disclosed by any law or regulation; or
    3. information disclosed by Foers Design to its subcontractors, independent contractors, officers, directors, employees, cloud storage providers, agents or professional advisers for the purposes of performing the Services or its obligations under this agreement.
  3. For the purposes of this clause, "Confidential Information" means information of or provided by a party to the other party under or in connection with this agreement or the Letter of Appointment that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
  4. For the Client only, "Confidential Information" also includes the terms of this agreement.

9.2 Non-Solicitation

For the duration of the Term and for 12 months thereafter, the Client shall not directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity employ, solicit or engage or attempt to employ, solicit or engage any directors, officers or employees of Foers Design with which the Client had contact during the course of the Services.

9.3 Data Protection

To the extent Foers Design processes personal data as part of the Services, Foers Design undertakes to do so in compliance with the General Data Protection Regulation (GDPR) and to keep such personal data in a secure technological environment. More information about the personal data we collect and how we use it is available in our privacy policy.

10. Intellectual Property

10.1 Client Content

The Client grants to Foers Design (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services. The Client:

  1. warrants that Foers Design's use of Client Content will not infringe any third-party Intellectual Property Rights; and
  2. will indemnify Foers Design from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10.2 Foers Design IP

  1. The Client will not acquire Intellectual Property Rights in any Foers Design IP or Developed IP.
  2. In consideration for the payment of the Fees, Foers Design grants to the Client a non-exclusive, royalty-free, non-transferable, worldwide licence to use the Developed IP to the extent reasonably required to receive and benefit from the Services.

10.3 Definitions

For the purposes of this clause 10:

  1. "Client Content" means any documents or materials supplied by the Client to Foers Design under or in connection with this agreement, including any Intellectual Property Rights attaching to those materials.
  2. "Foers Design IP" means all materials owned or licensed by Foers Design and any Intellectual Property Rights attaching to those materials.
  3. "Developed IP" means the Material produced by Foers Design in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material.
  4. "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

11. Accreditations

Unless otherwise agreed in writing:

  1. all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must bear an accreditation and/or a copyright notice including Foers Design's name in the form, size and location as directed by Foers Design, unless otherwise agreed;
  2. the Client must not, during or after the Term, remove the accreditation to Foers Design;
  3. Foers Design retains the right to describe the Services and reproduce, publish and display the Deliverables in Foers Design's portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses; and
  4. In connection with such uses under this clause, Foers Design may:
    1. exercise such rights after termination of this agreement, and if the Client is no longer a client of Foers Design;
    2. be credited with authorship of the Services and Deliverables; and
    3. refer to the Client, and use the Client's name, logos and other branding (acting reasonably, and without holding itself out as acting on behalf of the Client).

12. Subcontracting

Foers Design may subcontract the provision of the Services without obtaining the prior approval of the Client, including where Foers Design requires third party expertise. The Client may request to be told the name of any subcontractors working on the Services. Foers Design will not provide copies of any subcontracts to the Client.

13. Limitation of Liability

  1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
  2. To the maximum extent permitted by the applicable law, neither Foers Design, nor any of Foers Design's employees, contractors, directors, officers or agents (Personnel) will be liable to the Client for:
    1. any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, losses not caused by our breach, losses to non-consumers, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the Client, even if Foers Design or any of its Personnel have been advised of their possible existence, arising in connection with the provision of the Services or this agreement; nor
    2. any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with the provision of the Services or this agreement.
  3. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or in connection with the provision of the Services including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in England and Wales (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
  4. Without prejudice to the limitation of liability provisions above, in the event that the Client incurs any loss, damage or expense arising out of this agreement, the Client agrees that Foers Design's maximum liability to the Client shall be limited to either (a) the total amounts paid by you to us for the provisions of the Services under which the liability arose, or (b) where the liability does not relate to the Services, the sum of £500.
  5. Nothing in this agreement shall exclude or limit a party's liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party's negligence.

14. Termination

14.1 Termination Rights

  1. Foers Design may terminate this agreement for any reason at any time by providing 30 days' written notice to the Client. The date of termination will be the date that is 30 days from the date of the notice.
  2. Client may terminate this agreement for any reason at any time by providing 30 days' written notice to Foers Design. The date of termination will be the date that is 30 days from the date of the notice.
  3. Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
    1. is in material breach of this agreement and either: (A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or (B) that breach is not capable of remedy; or
    2. becomes subject to any form of insolvency or bankruptcy administration. The date of termination will be the date that notice is given.

14.2 Accrued Rights and Liabilities

The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.

14.3 Consequences of Expiration or Termination

  1. Upon expiration or termination of this agreement:
    1. the Client will pay: (A) any outstanding Fees for Services provided (or that would have been provided should the termination notice not have occurred) up to the date of termination; (B) all amounts owed for Services already provided as at the date of termination; and (C) if the Client terminates this agreement or a Letter of Appointment pursuant to clause 14.1, the Liquidated Damages amount as specified in the relevant Letter of Appointment (if any), being a genuine pre-estimate of Foers Design's losses for such termination;
    2. each party must return all property of the other party to that other party;
    3. the Client must immediately cease using all Developed IP and Foers Design IP, unless otherwise agreed between the parties in accordance with clause 10.2; and
    4. each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.
  2. The date of termination will be the date that notice is given.
  3. The parties agree that the Liquidated Damages are a genuine pre-estimate of the losses likely to be suffered by Foers Design as a result of early termination, and do not constitute a penalty.
  4. Payment of the Liquidated Damages shall be without prejudice to:
    1. any rights accrued as at the date of termination (including sums properly due and payable); and
    2. any other remedies expressly preserved under this agreement, provided that Foers Design shall not be entitled to recover general damages for loss of income or profits for the period following early termination in addition to the Liquidated Damages.

14.4 Survival

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

15. Dispute Resolution

15.1 Initial Resolution

  1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
  2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
  3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith.

15.2 Mediation

  1. If the Dispute is not resolved within 14 days of the Dispute Notice, the parties agree to refer the Dispute to mediation.
  2. The mediation shall take place in the United Kingdom at a location agreed by the parties.
  3. Unless otherwise agreed, the mediation shall be conducted by a mediator appointed through one of the following accredited bodies:
    1. Civil Mediation Council (CMC) — for civil, commercial, design, CAD, or CGI disputes (UK-wide);
    2. RICS Dispute Resolution Service (RICS DRS) — for disputes concerning the built environment, design, interiors, property, CAD/CGI;
    3. CIC Panel of Mediators — for disputes relating to construction, engineering, design, interiors, or CAD drafting.
  4. Each party shall bear its own costs related to the mediation, and the costs of the mediator shall be shared equally, unless otherwise agreed.
  5. If the Dispute is not resolved within 30 days of commencing the mediation, either party may pursue any remedies available to them at law.

16. Notices

  1. A notice or other communication to a party under this agreement must be:
    1. in writing and in English; and
    2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
  2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
    1. 24 hours after the email was sent; or
    2. when replied to by the other party, whichever is earlier.

17. Force Majeure

  1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
    1. reasonable details of the Force Majeure Event; and
    2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
  2. Subject to compliance with clause 17(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
  3. The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
  4. For the purposes of this agreement, a "Force Majeure Event" means any circumstances beyond the reasonable control of the Affected Party.

18. General

18.1 Governing Law

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.

18.2 Jurisdiction

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 this agreement or its subject matter or formation.

18.3 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior consent of each other party (such consent not to be unreasonably withheld). By exception, Foers Design may assign this agreement in connection with a merger or the sale of substantially all its assets, and Foers Design shall provide notice to the Client within thirty (30) days of the assignment.

18.4 Amendments

This agreement may only be amended in accordance with a written agreement between the parties.

18.5 Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18.6 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

18.7 Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.8 Costs

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

18.9 Counterparts

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

18.10 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.11 Entire Agreement

To the maximum extent permitted by law, this agreement supersedes any prior agreement or arrangement between the parties in relation to the subject matter of this agreement.

18.12 Interpretation

  1. (singular and plural) words in the singular includes the plural (and vice versa);
  2. (gender) words indicating a gender includes the corresponding words of any other gender;
  3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
  4. (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
  5. (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
  6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
  7. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
  8. (includes) the word "includes" and similar words in any form is not a word of limitation; and
  9. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.