The rights and duties (as described on the Agreement, Brief or Cost Estimate to which this form attaches) of Starling By Design and the Client  (collectively hereinafter referred to as ‘the Parties’ are governed exclusively by the terms and conditions contained herein. 

1.    The Terms and Conditions set forth herein, together with Starling by Design cost estimate shall constitute the ENTIRE AGREEMENT between the Parties. No representations, warranties, and the like shall be binding upon the Parties unless reduced to writing and signed by both Parties.  Any pricing or other sensitive commercial information provided by Starling By Design to the Client is proprietary to Starling by Design, shall be held in confidence by the Client, only be used by the Client in connection with this agreement and not for any other purpose. 

2.    NOTICES. The Parties choose their respective physical address contained on the face of the Agreement, Contract, or Cost estimate quotation as its respective domicilium citadini et executandi for the purpose of services of any documentation related to this agreement including any legal process. Any notice sent per email to the addressed specified on the face of the agreement shall be deemed to have been received on the day of sending.

3.    The Parties shall comply with his/her obligations under the Construction, Design, and Management regulations where applicable. 

3.1    The Client shall instruct the making of applications for planning permissions and approval under the building acts, building regulations, health and safety regulations and other statutory requirements and applications for agreement by freeholders or any others concerned with the project and whose permission is required.

3.2    Starling By Design will comply with obligations under the Construction, Design, and Management regulations where applicable. 

4.    The Client will provide all the necessary information and the final decisions and approvals to Starling By Design for the proper timely execution of the project. If instructions are not forthcoming, Starling by Design cannot be held responsible for ensuing delays. 

5.    Special Custom made items may not be canceled once manufacturing has commenced. The payment of all such items is to be made in advance. Standard items may be subject to a cancelation charge.  

6.    INSURANCE: The Client is responsible for the Insurance of goods with their own Insurance Company.  Starling by Design will not be held responsible for the Client's goods left at the premises of Starling By Design or relevant suppliers for whatever reason. 

7.    OWNERSHIP of items supplies in terms of the quotation or invoice shall remain vested in Starling by Design until full payment has been received. Goods may not be rejected for any reason other than that they are defective.

8.    PAYMENT a non -refundable deposit of 50% of the total specified on the cost estimate is required for confirmation of undertaking. The balance of the payment will be due on notification of completion.

9.    INTEREST will accrue on invoices unpaid after the due date at the lesser of 2.4% per month or the maximum rate by the Laws of England and Wales. 

10.    The Client will appoint and pay in full for the services of any other independent Consultant as requested by the Client. Starling by Design will not be responsible in any way for the competence and performance of their service.  

11.    INTELLECTUAL PROPERTY. Nothing in this Agreement is to be construed as a grant or assignment of any license or right to the Client of any of Starling By Design or its affiliates’ Intellectual property rights, whether patent, trademark, copyright, or otherwise. All improvements and developments related to the Agreement, goods, or the efforts of Starling By Design and the Client will be owned exclusively by Starling by Design. 

12.    FORCE MAJEURE, Starling by Design shall not be held responsible for cancellation or delay or performance resulting, in whole or in part, from causes beyond its reasonable control, including but not limited to acts of God, acts of the Client, strikes or other labour disturbances Manufacturing conditions, temporary or permanent facility closures, equipment failure, inability to obtain fuel, material or parts; severe weather conditions, accidents, explosions, war acts or terrorism; sabotage, riot; delay in transportation; repairs to equipment natural disasters, epidemics, floods, fires, the action of government authorities, a court or administrative injection or order, or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.