Terms & Conditions

A. Terms & Conditions for all Users

This page sets out the terms of the agreement (the “Agreement”) between us, as the owner and operator of this website and you under which you may view, contribute to, use, link to, reproduce or otherwise refer to the data, information, content, features and services contained or described in this website from time to time (the “Interior Designers services”). By viewing, contributing to, using, linking to, reproducing or otherwise referring to any one or more of the Interior Designers services, you are expressly, irrevocably and unconditionally agreeing to be bound by the terms of this Agreement.

Ownership and Permitted Uses

The functionality, design and layout of this website, including (without limitation) the Interior Designers services, have been designed by and are the exclusive property of Hanrose Ventures Limited (Company Number: 07207032). They are therefore protected by copyright, design rights, trademarks and other laws. Subject to the terms set out in this Agreement, we hereby:

1. authorise you to view, contribute to, use, link to or otherwise refer to the Interior Designers services and/or this website (“Your Authorisation”); and
2. grant you a world-wide, non-exclusive, revocable, royalty-free right and licence to use our trademarks in order to link to, reproduce or otherwise refer to the Interior Designers services and/or this website (“Your Trademark Licence”).

Prohibited Uses

You agree that you shall not either directly or indirectly, without our express prior written consent:

1. sell or re-sell any of the Interior Designers services or offer them for sale;
2. copy, modify, adapt, translate or reverse engineer any part of this website and the Interior Designers services;
3. access, retrieve, index or use any portion of this website and the Interior Designers services for the purposes of (i) competing with such website or services or (ii) constructing, populating or cross-checking any databases, directories, customer lists, mailing lists other than for your personal, non-commercial purposes;
4. access, retrieve or use any portion of this website and the Interior Designers services by automated means other than in order to index this website's contents for use by a search engine;
5. take any steps to interfere with, interrupt, damage, hinder, modify or gain unauthorised access to this website and/or the Interior Designers services and/or otherwise interfere with, restrict or inhibit any other user from using or enjoying the use of this website; or
6. use this website and/or the Interior Designers services for any purpose that intentionally or unintentionally contravenes any applicable laws in this jurisdiction or those of any other jurisdiction from which this website and/or the Interior Designers services are or may be accessible.

You further acknowledge and agree that any part of the website, aspect of the Interior Designers services or information about our business that (i) is protected by a password, secured link or other security device, (ii) is communicated to you in the context of you receiving services or interacting with us or our clients, designers, suppliers or other partners, or (iii) otherwise is reasonably intended to be confidential shall be our trade secret. You agree to treat all our trade secrets in the strictest confidence and not to use them or to disclose them to any third party except to the extent that doing so is required (leaving you no scope for discretion or ingenuity) by applicable law or is reasonably necessary for you to make use of the Interior Designers services in the way we intend.

Disclaimers

We are independent from, accept no responsibility for, do not monitor and in no way endorse or support any content, external links, information and any other material that is published on this website by its users.

We are providing this website and the Interior Designers services on an “as is” basis. We make no guarantees, representations or warranties as to the quality, accuracy, suitability, completeness, reliability, safety, legality, continuity or availability of the Interior Designers services and other information or content contained on this website or other websites accessed via external links and you shall not rely in any way on the quality, accuracy, suitability, completeness, reliability, safety, legality, continuity or availability of any such services, information or content.

We have no responsibility or obligation to include Your Content in the Interior Designers services or otherwise use it or display it on this website and you shall have no rights or expectations in relation to the same. You agree that you shall view, contribute to, use, link to, reproduce or otherwise refer to the Interior Designers services, this website and/or any websites accessed via external links entirely at your own risk and you shall (among other things) be solely responsible for any damage or loss to you or your property that may result.

Your Authorisation and Your Trademark Licence shall be void/automatically revoked from the outset where any law in any applicable jurisdiction prohibits you viewing, contributing to, using, linking to, reproducing or otherwise refering to the Interior Designers services and/or this website.

LIMITATION OF OUR LIABILITY: TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAWS, WE HEREBY EXCLUDE LIABILITY FOR ANY CLAIM, LOSS, DEMAND OR DAMAGE OF ANY KIND WHATSOEVER IN CONNECTION WITH OR RELATED TO THIS WEBSITE, THE INTERIOR DESIGNERS SERVICES AND/OR WEBSITES ACCESSED VIA EXTERNAL LINKS (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, UNDER STATUTE OR OTHERWISE) INCLUDING (WITHOUT LIMITATION) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES, WHETHER ARISING FROM LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, OR OTHERWISE AND WHETHER OR NOT THE POSSIBILITY OF SUCH LOSS HAS BEEN NOTIFIED TO OR IS APPARENT TO US.

Our rights

You agree that we may, whenever and for whatever period we choose to, without any prior notice or warning, in our absolute discretion, for any reason whatsoever and without incurring any liability whatever or however arising to you or any other third party:

1. edit, amalgamate, delete or take any other action in relation to any posts, content, information and any other material on this website;
2. revoke part or all of Your Authorisation and Your Trademark Licence and otherwise bar or limit access by you (or any other user) to some or all of the Interior Designers services or this website;
3. contact you for any purpose via the contact details provided by you on this website including (without limitation) in connection with any enquiry you have made, your registration as a designer or your registration as a supplier. If you would prefer not to receive certain types of email from us, please email unsubscribe[at]interiordesigners.net with your request;
4. add to, reduce or modify any of the Interior Designers services or other aspect of this website or cease operating this website or any or all of the Interior Designers services;
5. change any or all of the terms set out in this Agreement or add new terms to such Agreement, which changes/new terms, on being posted on this website, you agree shall come into immediate force and effect and modify/add to any previous versions of this Agreement between us and you.

Indemnity

You agree to indemnify and hold us and any of our parent companies, subsidiaries, affiliates, officers and employees harmless against any liabilities, losses, expenses, legal costs, professional and other expenses of any nature whatsoever due to or arising out of:

1. you viewing, contributing to, using, linking to, reproducing or otherwise referring to this website and the Interior Designers services;
2. any breach by you of the terms of this Agreement;
3. the infringement by you, or any third party using your account (whether authorised or not), of any intellectual property or other rights of any person or entity.

Privacy and use of your information

You agree that Interior Designers may collect, store and use information about you in accordance with our Privacy Policy, the current version of which is available on this website. You acknowledge and agree to be bound by the terms of our Privacy Policy. (Click here to view our Privacy Policy)

Entire Agreement

This Agreement and our Privacy Policy contains the entire agreement and understanding between you and us and supersedes any prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement and our Privacy Policy. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement save for any representation made fraudulently.

Notices

Any notices to be sent to us under the terms of this Agreement or otherwise (including, without limitation, any requests for any posts, content, information, external links or any other materials on this website to be amended, partially or wholly restricted or removed (“Moderation Notices”) should be sent either:

1. By Post: to Hanrose Ventures Limited's current registered office, marked for the attention of “The Legal Department, Hanrose Ventures Limited”; or
2. By Email: to legal@interiordesigners.net.

We shall be entitled not to take any action in respect of any notices until all necessary information has been provided to us (in our absolute discretion).

Severability

If any provision of this Agreement is held to be invalid or void or declared illegal, invalid or unenforceable for any reason whatsoever and that provision shall be divisible from this Agreement without materially altering the substance of this Agreement, it shall be deemed to be deleted from this Agreement and the validity of the remaining provisions shall not be affected or impaired in any way.

Waiver

No failure or delay on our part in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

Jurisdiction & Governing Law

This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the laws of England.

The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this Agreement and for the purpose of enforcement of any judgment against their respective assets.

Assignment

You shall not assign, transfer, sub-contract or in any other manner make over to any third party your rights or obligations under this membership Agreement without our prior written consent. We may, without restriction, assign, transfer, sub-contract or in any other manner make over to any third party our rights and obligations under this membership Agreement.

B. Additional Terms & Conditions for Designers

These Additional Terms & Conditions for Designers set out the terms of the agreement between us and you as an interior designer who is registered on this website.

The Additional Terms & Conditions for Designers are in addition to the Terms & Conditions for All Users by which you are also bound as a User of this website. (Click here to view these) Where there is a conflict between these Additional Terms & Conditions for Designers and the Terms & Conditions for All Users, these Additional Terms & Conditions for Designers shall prevail. Any terms that are defined in the Terms & Conditions for All Users shall have the same meanings in this section.

By registering or agreeing to be registered as an interior designer on this website, you expressly, irrevocably and unconditionally agree to be bound by the terms of this Agreement.

Interior Design Referrals

Once you have registered with us as a Designer, we will aim to introduce you to people and businesses wanting to engage the services of a suitable interior designer. In doing so, we will generally:

1. speak to or email each potential client in order to find out more about their project, what they hope to achieve, their budget and timeframe (a “Job”);
2. then contact you to determine whether you wish to offer your services to the client in connection with the Job;
3. agree with you a percentage commission in respect of the Job, payable in accordance with the Payment Terms below (the “Agreed Commission”). In the absence of an express written agreement as to this Agreed Commission, it will be set at 20% of any revenue you earn from the client in respect of the Job;
4. we will then pass your details to the client and theirs to you. The onus will be on you to contact the client in order to take the Job forward and secure the work.

For the avoidance of doubt, if you do not earn any revenue from a Job, you shall be under no obligation to pay us any Agreed Commission, unless we have expressly agreed the contrary in writing.

You acknowledge that we are under no obligation to refer work to you and that the timing and manner of any referral will be entirely at our discretion.

Subsequent Work for the same Client

A client introduced to you by us may subsequently engage you to carry out either (a) further work on the same property (“Follow-up Work”) or (b) work on another property (a “New Project”).

You agree to pay us Agreed Commission at a rate of 20% of any revenue you earn from the client in respect of any Follow-up Work and at a rate of 5% of any revenue you earn in respect of any New Project, such commissions to be payable on the same terms as the Agreed Commission as set out in this Agreement.

Payment Terms

You hereby irrevocably and unconditionally agree:

1. to keep us updated regularly as to the status of any Jobs, Follow-up Work and New Projects;
2. in particular, to inform us at the outset of any Job, Follow-up Work and New Project where you have been commissioned by the client:

(i) the agreed total budget (if any);

(ii) the estimated amount of your fee;

(iii) how your fee is to be calculated, whether as a percentage of total budget, per hour, per day, a fixed amount or some other means; and

(iv) the expected duration of the Job; and

3. every time you invoice the Client:

(i) to inform us of the amount of such invoice and how much of such invoice relates to your fee; and

(ii) to pay us the Agreed Commission (plus VAT and/or any other applicable tax) in respect of such fee within 30 days of the date of such invoice.

Unless otherwise provided by law, any Agreed Commission that you have paid to us is non-refundable. You shall pay all amounts due to us in full without any deduction or withholding and shall not assert any credit or set-off or counterclaim against us in order to justify the withholding of the whole or any part of any such amount.

If any Agreed Commission becomes overdue for payment, we may claim interest on them (both before and after judgement) at a daily rate of 3% above the base rate of the Bank of England until all outstanding Agreed Commission has been received in cleared funds.

Your Content

You agree that you are solely responsible for any posts, content, information, links to other websites (“external links”) and any other material that you submit, publish, display, insert, transmit, upload, distribute or disseminate or offer to do the same (“publish”) on this website (“Your Content").

Your Content will be bona fide, honest, decent, true and accurate to the best of your knowledge and belief. You irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all right, title and interest (including the intellectual property rights) in Your Content or you otherwise have all the necessary and appropriate permissions and authorisations in relation to Your Content.

Your Content and (with the exception of point 8 below) any websites accessed via any external links published by you should not (and you irrevocably and unconditionally warrant and represent that it does not):

1. infringe, misappropriate or violate the intellectual property, confidentiality, privacy, proprietary or other rights of any party or, in any way, contravene any fiduciary duties that you may owe;
2. constitute, promote or encourage illegal activity;
3. constitute an advertisement under the Financial Services Act 1986;
4. be defamatory, libellous, invasive of another's privacy, untrue, tortious, misleading, offensive, racist, ethnically or religiously biased or offensive, discriminatory, malicious, infringing, obscene, indecent, pornographic, threatening, abusive or, in any way, unlawful;
5. harm or threaten to harm minors in any way;
6. disclose “personal data” about any third party unless expressly authorised to do so by the third party concerned;
7. contain viruses, corrupted files or any other similar software or programs that may disrupt or damage the operation of another's computer; and
8. advertise or offer to sell any goods or services for any commercial purpose, other than in areas of this website intended for such uses.

You hereby grant (and you warrant that you have the right to grant) us a nonexclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use, copy, modify, delete, adapt, publish, translate, reproduce, publicly display and distribute Your Content or any part or parts of it either online or offline and to create derivative works of Your Content or any part or parts of it either online or offline or incorporate it into other works/content either online or offline.

Additional Prohibited Uses

You agree that you shall not either directly or indirectly, without our express prior written consent:

1. allow or cause others to access or contribute to this website or otherwise use the Interior Designers services and/or this website using your email or password;
2. submit content by automated means, fraudulently, containing false details or otherwise dishonestly or deceptively;
3. submit on this website any untrue or inaccurate information about yourself;

Term of these Additional Terms & Conditions for Designers

Either party may terminate this section of the Agreement immediately on notice being received by the other party, in which case access to your Account area will be blocked. In the event of termination, unless we choose to do so in our absolute discretion, none of Your Content will be returned to you or removed from this website and/or the Interior Designers Services.

Termination of this Agreement shall:

1. be without prejudice to any other rights or remedies to which we may be entitled under this Agreement or at law;
2. not affect any accrued rights or liabilities that we may have; and
3. not affect the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force after such termination.

For the avoidance of doubt, your obligations to pay Agreed Commission in relation to any ongoing Jobs will not be affected by Termination of this Agreement.

C. Additional Terms & Conditions for Suppliers

It is our intention to publish a directory of businesses who supply the Interior Design industry (a “Supplier”). These Additional Terms & Conditions for Suppliers set out the terms of the agreement between us and you as a Supplier who is registered as such on this website.

The Additional Terms & Conditions for Suppliers are in addition to the Terms & Conditions for All Users by which you are also bound as a User of this website. (Click here to view these) Where there is a conflict between these Additional Terms & Conditions for Suppliers and the Terms & Conditions for All Users, these Additional Terms & Conditions for Suppliers shall prevail. Any terms that are defined in the Terms & Conditions for All Users shall have the same meanings in this section.

By registering or agreeing to be registered as a Supplier on this website, you expressly, irrevocably and unconditionally agree to be bound by the terms of this Agreement.

Your Content

You agree that you are solely responsible for any posts, content, information, links to other websites (“external links”) and any other material that you submit, publish, display, insert, transmit, upload, distribute or disseminate or offer to do the same (“publish”) on this website (“Your Content").

Your Content will be bona fide, honest, decent, true and accurate to the best of your knowledge and belief. You irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all right, title and interest (including the intellectual property rights) in Your Content or you otherwise have all the necessary and appropriate permissions and authorisations in relation to Your Content.

Your Content and (with the exception of point 8 below) any websites accessed via any external links published by you should not (and you irrevocably and unconditionally warrant and represent that it does not):

1. infringe, misappropriate or violate the intellectual property, confidentiality, privacy, proprietary or other rights of any party or, in any way, contravene any fiduciary duties that you may owe;
2. constitute, promote or encourage illegal activity;
3. constitute an advertisement under the Financial Services Act 1986;
4. be defamatory, libellous, invasive of another's privacy, untrue, tortious, misleading, offensive, racist, ethnically or religiously biased or offensive, discriminatory, malicious, infringing, obscene, indecent, pornographic, threatening, abusive or, in any way, unlawful;
5. harm or threaten to harm minors in any way;
6. disclose “personal data” about any third party unless expressly authorised to do so by the third party concerned;
7. contain viruses, corrupted files or any other similar software or programs that may disrupt or damage the operation of another's computer; and
8. advertise or offer to sell any goods or services for any commercial purpose, other than in areas of this website intended for such uses.

You hereby grant (and you warrant that you have the right to grant) us and all lawful users of this website a nonexclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, modify, delete, adapt, publish, translate, reproduce, sell, publicly perform, digitally perform, publicly display and distribute Your Content or any part or parts of it either online or offline and to create derivative works of Your Content or any part or parts of it either online or offline or incorporate it into other works/content either online or offline.

You hereby waive (and you warrant that you have the right to waive) all moral rights that may exist in Your Content in favour of Interior Designers.

Additional Obligations

You hereby irrevocably and unconditionally agree that:

1. you are solely responsible for any listing(s) on Interior Designers which you have created and you will administer such listings accurately, professionally, promptly, honestly and in good faith;
2. you will not submit any listings that are not in your name or that of your employer, your business or organisation or any associated companies, people of entities;

For the avoidance of doubt, Your Listings are included in the definition of “Your Content” for the purposes of this Agreement.

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