WHO WE ARE:
Natasha Rocca Devine (“we” or “us” or “our” shall be construed accordingly) is a Limited Company.
THE TERMS AND CONDITIONS
These terms and conditions of service (the “Terms”) are the terms and conditions pursuant to which we provide Bespoke Interior Design Services, Services and Products to you (“you” and cognate phrases such as “your” shall be construed accordingly) via our; (i) telephone consultations; (ii) person to person consultations; (iii) website engagement; and (iv) proposal documents / brochure (v) engagement letters (vi) products within https://www.theinteriorsnrd.com/ or any other website notified to you by us from time to time (the “Services”).
Please read these Terms carefully as they tell you who we are, how we will provide Services, your rights and obligations in respect of the Services and other important information relating to your use of the Services. The Interiors NRD documents containing (i) advices, (ii) engagement between parties (iii) design principals / ideas (iv) data (the “Documents”) are for the use of the parties intended and any breach of (i) copying (ii) forwarding (iii) amending of the documents is strictly prohibited unless permission is sought by the Services. The Package that will be made uniquely to you as the client shall be bound by the Terms herein.
You understand and agree that by accessing or using the Services, you will be bound by these Terms together with each of the following statement(s) and policies, which are incorporated by reference into these Terms as if set out fully in these Terms:
- Our Privacy Statement;
- Engagement letter;
- Health and Safety Statement;
- Complaints Procedure;
- Our Non-Disclosure agreement.
In the event of any conflict between these Terms and the above-mentioned statement and policies, these Terms shall prevail.
If you do not agree with these Terms, you may not use the Services.
You understand and agree not to use the services to:
- Post content or initiate communications which are unlawful, libellous, abusive, obscene, discriminatory, or otherwise objectionable.
- Use The Services for any illegal purpose, including but not limited to conspiring to violate laws.
- Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
- Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
- Upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to: a) Using The Services invitations to send messages to people who do not know you or who are unlikely to recognise you as a known contact; b) Using The Services to connect to people who do not know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
- Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- Stalk or harass anyone.
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through The Interiors NRD.
- Post content in fields that aren’t intended for that content. Example: Putting an address in a name or title field.
- International Use: Recognising the global nature of the Internet, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the Republic of Ireland or the country in which you reside.
INFORMATION PROVIDED BY USE OF THE SERVICES
RELIANCE ON INFORMATION
Commentary and other materials posted on our site are not intended to amount to financial, professional or any other type of advice on which reliance should be placed. No representation, guarantee, warranty or undertaking is given as to the accuracy of the information on the Site; it is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore The Interiors NRD cannot accept responsibility for any loss damage or expense incurred upon using the information. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, which is at all times subject to change. Specific advice should be sought in every situation from a properly qualified professional before taking any action.
The Interiors NRD does not accept any liability for any loss or damage of whatsoever nature including, but not limited to, loss of profits, goodwill or any type of financial or other pecuniary or direct or special, indirect or consequential loss howsoever arising, whether in negligence or for breach of contract or other duty, as a result of use of or reliance on the information contained in the engagement, whether authorised or not, towards any user of The Services or anyone who may be informed of any of its contents.
CONSULTATION & PROPOSAL
Special Terms and Conditions for Business Customer Agreement
Definitions Defined terms used in these Special Terms and Conditions shall have the meanings given to them in the General Terms and Conditions for Business, unless otherwise defined herein. In these Special Terms and Conditions the following terms bear the following meanings:
Agreement means:- (i) the Customer Agreement in place between You and the Services, and (ii) the Terms and Conditions , and (iii) these Special Terms and Conditions and (iv) all other Special Terms and Conditions and other documentation relating to the services and products comprising the Package which The Interiors NRD has agreed to provide to you and which are set out in your Proposal and Engagement Letter.
Customer Agreement; Customer Agreement means the Business Customer Agreement entered into between you and the Interiors NRD and which particularise the services and products which The Interiors NRD has agreed to provide to you as the Package.
MONITORING AND ENFORCEMENT
While we have the right to monitor activity and content associated with The Interiors NRD, we are not obligated to do so. As we do not, and may not have the ability to, control or actively monitor content we don’t guarantee its accuracy, integrity or quality.
Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.
TERMINATION & TIMEFRAME
THIRD PARTY PROVIDERS
- 1.1 Standards: We undertake to you that the Services will be performed with reasonable skill and care and in accordance with these Term and Conditions; and
- 1.2 No exclusivity: These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
- (a) provide us with:
- (i) all necessary co-operation in relation to these Terms and the obligations created hereunder; and
- (ii) all necessary access to such information as may be required by us;
in order to provide the Services, including but not limited to Customer Data,
- (b) comply with all applicable laws and regulations with respect to your activities in relation to the Services;
- (c) carry out all of your other responsibilities set out in these Terms in a timely and efficient manner;
- (d) ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;
- (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms, including without limitation the Services;
- (f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
- (g) be solely responsible for procuring and maintaining your own business premises and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your premises caused by the you we shall not be liable for.
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
1.1 Confidential Information: We and you may be given access to Confidential Information of the other in order to perform obligations under these Terms. Our and your Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
1.2 Use: We and you shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the obligations created by these Terms.
1.3 Compliance by employees: We and you shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
1.4 No Liability for Third Party Actions: Neither you nor we shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
1.5 Our Confidential Information: You acknowledge that details of the Services, and the results of any performances of the Services, constitute our Confidential Information.
1.6 User Data: We acknowledge that the User Data is your Confidential Information.
1.1 Your Indemnity: You shall indemnify us and keep us indemnified on demand against any Losses arising out of or in connection with your use of the Services, provided that:
(a) you are given prompt notice of any such claim;
(b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
(c) you are given sole authority to defend or settle the claim.
1.2 Our Indemnity: We shall indemnify you and keep you indemnified on demand against any Losses suffered or incurred by you as a result of any claim that the Services infringe any patent, copyright, trade mark, database right or right of confidentiality provided that:
(a) we are given prompt notice of any such claim;
(b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
(c) we are given sole authority to defend or settle the claim.
1.3 Right to replace or modify the services: In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate your use of the Services on not less than five business days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
1.4 Exclusions: In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
- a modification of the Services by anyone other than us;
- your use of the Services in a manner contrary to the instructions given to you by us; or
- your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
1.5 Exclusive remedy: The foregoing and Clause 10 state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
2. Limitation of liability
1.1 Scope: This Clause 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
(a) arising under or in connection with these Terms;
(b) in respect of any use made by you of the Services or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
1.2 Service provided as is: Except as expressly and specifically provided in these Terms:
(a) you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(c) the Services are provided to you on an “as is” basis.
1.3 Losses not excluded: Nothing in these Terms excludes our liability:
(a) for death or personal injury caused by our negligence; or
(b) for fraud or fraudulent misrepresentation.
1.4 Certain losses excluded: we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
1.5 Financial Limit: our total aggregate liability in contract (including in respect of the indemnity at Clause 9.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to [€insert amount] will be discussed in conjunction with the terms of business..
3. Term and termination
1.1 Term: These Terms and your engagement to use the Services shall commence on the Effective Date and shall continue unless otherwise terminated in accordance with the provisions of these Terms.
1.2 Early Termination:
- (a) These Terms and your license to access the Services will automatically terminate or expire upon the earlier of:
(i) non-renewal, cancellation or expiration of your engagement to use the Services; or
(i) our discontinuance of the Services.
(b) We may terminate these Terms and your engagement to access the Services upon written notice to you to that effect if:
(i) you commit a breach of your obligations under these Terms which breach is (in our opinion) material and, where such breach is (in our opinion) capable of remedy, you fail to remedy that breach within 30 days of having been given notice by us to remedy that breach; or
(ii) if you cannot remedy the breach, that will be considered to be a termination of our engagement of the services with you.
1.1.1 Consequences of Termination: On termination of these Terms or your access to the Services for any reason:
(a) all engagement discussed and commenced under these Terms shall terminate with immediate effect;
(b) you and we shall each return to the other and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other;
(c) save as provided in this Clause 11.3, you will no longer have the right to access or retrieve your design services;
(d) you acknowledge and agree that it is your sole responsibility to seek another service provider for your Design Services; and
(e) we shall for a period of 15 days make available data given to us by you, on your request and thereafter we shall destroy or otherwise dispose of any of the User Data in our possession.
1.1.2 Survival of Obligations: The provisions of this Clause 11 and Clauses 1, 2, 3, 4, 5, 6, 7, shall survive the termination these Terms however it arises, and shall continue to bind the parties or the relevant party (as applicable) without limit in time.
1.1.3 Accrued Rights: Termination of these Terms and your access to the Services shall not affect any of your or our rights accrued up to the date of termination.
1.1.4 Other Termination Rights: The rights of termination in respect of your use of the Services set out in this Clause 1 shall be in addition to our other rights of termination in respect of your use of the Services set out elsewhere in these Terms.
4. Force majeure
We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
5. Governing Law and Jurisdiction
1.1 Governing Law: These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Ireland.
1.2 Jurisdiction: The Irish courts shall have exclusive jurisdiction to hear, determine and settle any dispute or claim arising out of or in connection with these Terms and the parties submit to the jurisdiction of the Irish courts for that purpose.
1.3 Convenient Forum: You and we waive any objection to the Irish courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.
1.1 Severability: If the whole or any part of a provision of these Terms is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of these Terms and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms.
(a) You shall not, without our written consent:
(i) assign, transfer (whether voluntarily or involuntarily, by operation of law or otherwise) or create or permit to exist any right, title or interest (including, without limitation, any security interest and any beneficial interest under any trust) in, to or under, any of your rights under these Terms; or
(ii) purport to transfer, sub-contract or delegate any of your obligations under these Terms.
(b) We may assign or transfer our rights and obligations under these Terms to another entity but will notify you in writing if this happens.
1.3 Further Assurance: You and we shall (at its own respective cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing as may be reasonably requested of it by the other to implement these Terms.
1.4 Standard form Documents: You recognize that printed form and other commonly used documents relating to the performance of any obligations hereunder may contain terms which conflict with one or more terms of these Terms. In case of any such conflict, the relevant terms of these Terms shall prevail.
1.5 No Partnership or Agency: Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between you and us, and neither you nor us shall have any right or authority to act on behalf of the other or to bind the other in any way.
1.6 Sole and Entire Agreement: These Terms constitute the sole and entire agreement between you and us in relation to the provision of the Services and supersede all prior written and oral arrangements, understandings, representations, warranties and agreements between you and us in that regard (if any). You and we acknowledge that you and we are not relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in these Terms.
1.7 Waivers, Rights Cumulative: Our and your rights under these Terms may be exercised as often as is necessary, are cumulative and not exclusive of any other rights which you or we may have under these Terms, law or otherwise; and may be waived only in writing and specifically. Delay by you or us in exercising, or the non-exercise by you or us of, any such right shall not constitute a waiver of that right.
1.8 Amendments: We may amend these Terms from time to time by posting a new version of these Terms on our website. Such changes will be considered accepted by you if you do not object to the changes and continue to use the Services.
1.9 Your Feedback and Contacting you: You may provide feedback to us concerning the Services. We may use your feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant us an irrevocable, non-exclusive, perpetual, royalty free license to use your feedback in connection with our services, including enhancement of the Services. If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us.