Our Standard Terms of Service

Welcome to Plant Designs Ltd’s Terms and Conditions of Service.

You can find our terms of service for both service contracts or events and seasonal work here:

Terms of Service — Contract Clients

1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.

1.1 DEFINITIONS:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Excluded Items: such items, parts, materials excluded by the Company under the terms of this Contract, which include but are not limited to a Water Facility, lift access, and as may be specifically excluded in a Quotation.
Fee: any such fee agreed between the Parties as set out in the Main Order and as may be varied between the Parties in accordance with the Standard Conditions.
Installations: the provision of such plants and/or plant displays, including vases, containers, any wall-hangings, “living frames”, “moss wall”, “moss art”, and/or other bespoke displays, all as further particularised in a Quotation.
Installations Specification: any specification for the Installations, including any bespoke Maintenance (as may be required in addition to Schedule 1 at the sole discretion of the Company), and any relevant plans or drawings, that is agreed between the Parties in support of the Quotation, and as may be varied in accordance with the Standard Conditions.
Maintenance: where relevant shall be those services as further particularised in Schedule 1.
Natural Causes: the natural death of a plant, including plant annuals, as solely determined by the Company in its reasonable professional opinion.
Outright Purchase Installation: the sale and purchase of an Installation in accordance with a relevant Quotation.
Water Facility: shall be such fresh water supply, water access point, and such sufficient pressure to enable the Company to undertake Maintenance.
1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its successors and permitted assigns. © A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF CONTRACT
2.1 The Main Order constitutes an offer by the Client to receive an agreed Installation and/or receive Maintenance services in accordance with these Standard Conditions.
2.2 The Main Order shall only be deemed to be accepted when we issue the duly authorised counter-signed Main Order, which shall constitute written acceptance at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of any agreed Installations or illustrations or descriptions of the Maintenance services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the good and/or services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Standard Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 For the avoidance of doubt if there is an inconsistency between any of the provisions in the main body of these Standard Conditions and the Schedules, the provisions in the main body of these Standard Conditions shall prevail.

3. INSTALLATIONS
3.1 We shall supply any agreed Installation to the Client in accordance with the Quotation.
3.2 The Installations described in our Quotation may be changed by any applicable Installation Specification.
3.3 We reserve the right to amend the Installation Specification if required by any applicable statutory or regulatory requirement, and we shall notify the Client in any such event. If such amendments will materially change the nature or quality of the installation, the Client may then cancel the Main Order.
3.4 All our products are subject to availability. If any part of an Installation is unavailable at the time of the Installation Date, we will endeavour to replace that unavailable part with an equivalent. In the event the Parties are unable to agree an equivalent replacement, we shall apply a cost reduction accordingly.
3.5 We shall be entitled to charge the Client for our services in the event we are required to re-position any part of an agreed Installation due to its relocation by the Client after initial Installation by us should the Client’s relocation be of a less suitable environmental position for a particular plant display; and (g) we shall be entitled to charge the Client for any additional delivery requirements in the event that instalment deliveries are subsequently agreed and are additional to the Quotation .

4. DELIVERY OF THE INSTALLATION
4.1 We shall deliver and commence an agreed Installation at the Installation location and on the date agreed in writing between the Parties.
4.2 An agreed Installation date must be decided at least 14 days prior to the Installation date. If an Installation date is requested to be adjusted within 14 days of the previously agreed installation date, the Client may incur an additional charge for such adjustments.
4.3 If the Client fails to accept delivery of an agreed Installation, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract: (a) the Client shall be liable for the Fee; and (b) we shall store any part of an agreed Installation, and charge the Client for all related costs and expenses (including insurance), unless otherwise agreed by us in writing; and © under the Companies sole discretion resell or otherwise dispose of part or all of that Installation.
4.4 We may deliver an agreed Installation by instalments. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

5. QUALITY OF GOODS
5.1 We warrant that on delivery an agreed Installation shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 We shall not be liable for the Installations’ failure to comply with the warranty in clause 5.1 if: (a) the defect arises because the Client failed to follow our instructions as to the storage, installation, commissioning, use or maintenance of the Installation or (if there are none) good trade practice; (b) the defect arises as a result of us following any drawing, design or specification supplied by the Client; © the Client alters or repairs any part of the affected Installation without the written consent of us; (d) the defect arises as a result of fair wear and tear, damage, vandalism, negligence, or abnormal environmental conditions; (e) the Installation differs from the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

6. TITLE AND RISK
6.1 The risk in any Installation shall pass to the Client on completion of delivery.
6.2 Title to an Outright purchase Installation shall not pass to the Client until we receive payment in full (in cash or cleared funds) for that Outright Purchase Installation and any other goods that we have supplied to the Client, in which case title to a relevant Outright Purchase Installation shall pass at the time of delivery.
6.3 Until title to an Outright Purchase has passed to the Client, and in relation to any Installation generally, the Client shall: (a) not mix plants with other suppliers, and store the goods supplied by us separately from all other goods held by the Client so that they remain readily identifiable as the Company’s property; (b) not remove, deface or obscure any identifying mark on or relating to an Installation; © maintain an Installation in satisfactory condition and keep it insured against all risks for its full price on our behalf from the date of delivery; (d) notify us immediately if it becomes subject to any of the events listed in Clause 14.2(b) and (e) give us such information relating to an Installation as we may reasonably require from time to time.
6.4 If before title to an Outright Purchase passes to the Client, or otherwise in the case of an Installation the Client becomes subject to any of the events listed in Clause 14.2(b) , then, without limiting any other right or remedy we may have, we may at any time: (a) require the Client to deliver up the displays; and (b) enter the relevant premises of the Client in order to recover the displays.
6.5 For Rental and Maintenance contracts the title of all good remains with the company (Plant Designs Ltd.).

7. CLIENT’S OBLIGATIONS
7.1 The Client shall:
(a) co-operate with us in all matters relating to the provision of any agreed Installation
(b) provide us, our employees, agents, consultants and subcontractors, with access to the Installation Location and other facilities (including lift access) as reasonably required by us to deliver any agreed Installation;
© provide us with complete and accurate information and materials as we may reasonably require in order to deliver any agreed Installation
(d) as appropriate and directed by us, prepare the Installation Location for the delivery of any agreed Installation;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for us to undertake our obligations under the Contract before the Installation Date;
(f) comply with all applicable laws, including health and safety laws;
(g) keep any agreed Installation (and any other property belonging to us that is kept at the Installation Location in safe custody at the Client’s own risk;
(h) provide the Company with a suitable storage facility, to be used for storing maintenance equipment and plants if required.
(i) keep any agreed Installation safe from any damage, vandalism, or negligence;
(j) to ensure perishable parts of an agreed Installation are safe from any adverse environmental effects, including but not limited to extreme temperature changes;
(k) maintain an internal minimum temperature of 10 degrees centigrade within the Installation Location;
(l) ensure the Installations are not maintained by any party other than the Company, its employees, agents, and sub-contractors and (m) not change the locations of any part of any agreed Installation, including but not limited to any displays without the written consent of the Company.
(n) the installation of any hanging or suspended displays is the Client’s responsibility to agree the method in which Plant Designs will carry the installation. Plant Designs are not liable in case of suitability issues if found at the point of or after installation.
(o) Any items damaged or not returned on collection will be chargeable at a full replacement cost.

7.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) we shall have the right to suspend performance of our obligations until the Client remedies the Client Default,
(b) we shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 7.2; and
© the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

9. FEES AND PAYMENT
9.1 The Fee for any agreed Installation: (a) shall be as set out in the Main Order; and (b) shall be exclusive of any costs and charges for non-delivery, storage, Collection.
9.2 If the Client seeks to amend, cancel or postpone the provision of the Installation following the execution of the Main Order, the Client shall still be liable to pay the costs detailed in the Main Order in full unless otherwise agreed by the Company.
9.3 We shall be entitled to charge additional fees should the Client: (a) require works to be undertaken outside of usual Business Hours (b) we shall be entitled to charge the Client for any expenses and cost of materials reasonably incurred by us in connection with the performance of any agreed Maintenance as may be contemplated under clause 9.2;
9.4 We reserve the right to: (a) increase the price of any part of an agreed Installation, by giving notice to the Client before delivery, to reflect any increase in the cost of any part of an agreed installation to us that is due to: (i) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, changes to laws and/or regulations, and increases in labour, materials, goods, and other manufacturing and/or supply costs); (ii) any request by the Client to change the delivery date(s), quantities or types of goods forming any part of of any agreed Installation ordered (iii) any delay caused by any instructions of the Client in respect of any agreed Installation or failure of the Client to give us adequate or accurate information or instructions © unilaterally change the Installation Date in the event of any part of an unpaid invoice.
9.5 In respect of an Outright Purchase we shall invoice the Client prior to the Installation Date and this invoice must be paid in full prior to the installation.
9.6 For Installation of Rental & Maintenance services the sum equal to the value of the first quarter will act as the deposit which will be invoiced in addition with the first three months in advance. For clarity a Deposit invoice and first quarter invoice must be paid in advance of installation; there after invoices will be submitted by us quarterly in advance on the 1^st day of January, April, July, October, payment in full within 30 days of date of invoice unless alternative billing schedule is agreed in writing by the Parties;
9.7 For Maintenance only invoices will be submitted by us quarterly in advance; unless alternative billing schedule otherwise agreed in writing by the Parties, and services will not commence until first invoice is paid.
9.8 The Client shall pay each invoice submitted by us prior to the installation of an Outright Purchase.
9.9 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to us such additional amounts in respect of VAT as are chargeable on the supply of services and/or goods at the same time as payment is due for the supply of the services and/or goods.
9.10 If the Client fails to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
9.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. TERM OF CONTRACT
10.1 The duration of the Contract shall be as detailed in the Scope of Services on the Main Order Form.

11. EARLY TERMINATION
11.1 The Company reserves the right to enter the Client’s premises and take possession of its Company property (“Collection”) in the event of a termination event as set out in clauses 12.1−12.2 (inclusive) or as it is otherwise entitled to exercise its rights in accordance with the Contract.
11.2 The Client shall pay for the costs of Collection.
11.3 The Client is still obligated to pay in full any remaining fees up until the initial term completion date.

12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so; (b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; © the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to the Client if: (a) the Client fails to pay any amount due under the Contract on the due date for payment; or (b) there is a change of Control of the Client.
12.3 The Client shall pay for the costs of Collection.

13. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1 The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss. A copy of our policy will be made available to the Client upon its written request.
13.2 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; © breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and (d) defective products under the Consumer Protection Act 1987.
13.4 Subject to clause 13.4, the Company’s total liability to the Client shall not exceed the total charges paid by the Client during the 12 months preceding the date upon which the breach occurred.
13.5 This clause 13.6 sets out specific heads of excluded loss: Subject to clause 13.4. The following types of loss are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss. © The following types of loss and specific loss are not excluded: (i) sums paid by the Client to the Company pursuant to the Contract, in respect of any goods or services not provided in accordance with the Contract; (ii) wasted expenditure; (iii) additional costs of procuring and implementing replacements for, or alternatives to, goods or services arising as a result of a breach of the Client’s obligations under clause 8; and (iv) losses incurred by the Client arising out of or in connection with any third party claim against the Client which has been caused by the act or omission of the Company.
13.6 The Company has given commitments as to compliance of the goods and services with relevant specifications in clauses 5 and 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14. FORCE MAJEURE
Neither Party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). 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 three (3) consecutive months, the Party not affected may terminate this agreement by giving thirty (30) days’ written notice to the affected party.

15. GENERAL
15.1 Assignment and other dealings
(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company, not to be unreasonably withheld or delayed.
15.2 Notices.
(a) Any notice given to a Party under or in connection with the Contract shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the pre-approved email address specified in the Main Order.
(b) Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt; and (ii) 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 or at the time recorded by the delivery service; and (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours, when business hours resume, provided that a corresponding and bona fide email delivery receipt is obtained. In this clause 17.2(b)(iii), business hours mean 8.30am to 5.00pm Monday to Friday on a day that is not a public holiday.
© 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.
15.3 Severance. If any provision or part-provision of the Contract 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 15.3 shall not affect the validity and enforceability of the rest of the Contract.
15.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
15.6 Entire agreement.
(a) The Contract 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.
(b) Each Party acknowledges that in entering into the Contract 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 the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
© Nothing in this clause shall limit or exclude any liability for fraud.
15.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 Variation. Except as set out in these Standard Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the respective directors of the Parties.
15.9 Governing law. The Contract 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.
15.10 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 the Contract or its subject matter or formation.

Schedule 1
Maintenance and Service Levels

Service Level Agreement
1.1 We shall supply the Maintenance services to the Client in accordance with Schedule 1 and as may be enhanced by any Installation Specification in all material respects.
1.2 We shall use all reasonable endeavours to meet any agreed performance dates for any confirmed Installation and/or Maintenance, but any such dates shall be estimates only and time shall not be of the essence for the performance of any agreed Installation and/or Maintenance.
1.3 We reserve the right to amend any Maintenance if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of Maintenance, and we shall notify the Client in any such event.
1.4 We warrant to the Client that any agreed Installation and/or Maintenance will be provided using reasonable care and skill.
1.5 In providing our services, we shall:
co-operate with the Client in all matters relating to our services;
perform our services with the best care, skill and diligence in accordance with best practice in the Company’s industry, profession or trade;
use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that our obligations are fulfilled in accordance with the Contract;
ensure that Installation will conform with all descriptions, standards and specifications set out in the Quotation and/or any Installation Specification;
ensure that Maintenance will conform with all descriptions, standards and specifications set out in Schedule 1;
provide all equipment and tools and such other items (that are not Excluded Items) as are required to provide the services;
obtain and at all times maintain all licences and consents which may be required for the provision of the services;
comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Maintenance; and
observe all health and safety rules and regulations and any other security requirements that apply at any of the Client’s premises, that are provided to us no later than 1 week in advance of us attending the Client’s premises.
Within two working days of receiving a query regarding plant displays, we will provide such level of support as solely determined by us from a fully qualified Horticultural Technician.

Indoor Plant Maintenance
Maintenance in connection with any relevant Indoor Installation will be further particularised in the Quotation:
Such regular on-site plant inspections as we may solely and reasonably consider having regard to the nature of the plant displays and/or any agreed Installation, to include feeding, watering, pruning and treatment against pests and diseases in accordance with current legislation.
A guaranteed replacement plant service, for any plant that is not up to our high standard for reasons of Natural Causes, but subject to the Client complying with clause 7.
An additional charge will be made for plant replacements and associated labour costs, unless a plant display has been adversely affected by reason of Natural Causes, but subject to the Client complying with clause 7.
Advice and horticultural support if in our sole opinion the Installation Specifications need to be changed in order to ensure that the quality of the plant displays is maintained, substitute planting solutions will be advised and provided to an equivalent value as set out in the Quotation at such extra charge to the Client unless otherwise agreed in writing.
Maintenance excludes any abortive visits and/or wasted costs incurred due to the Client failing to notify the Company of any access restrictions no later than 24 hours prior to a scheduled visit.
Should the Client experience two major incidents they have the right to terminate the contract if two written complaints submitted to the company within a 6‑month period.
Should the Client wish to make changes to the Maintenance services described in this Schedule 1 please discuss your requirements with your client manager or contact us on 020 8575 8949.

Outdoor Plant Maintenance
Maintenance in connection with any relevant exterior Installation will be further particularised in the Quotation:
Any Seasonal bedding plants will be changed in accordance with the Quotation.
excludes plant replacements and paragraph (2.d) above shall apply accordingly.
excludes responsibility for any adverse weather conditions and/or natural disasters, and paragraph (2.d) above shall apply accordingly.
and in the event an agreed external Installation is provided and/or is to receive Maintenance, the Client is obligated to provide a clear and uninterrupted access to a Water Facility no more than a maximum distance (as solely and reasonably determined by us) from the furthest part of the external Installation.
.The water pressure PSI needs to be a minimum of 3 to 4 bar.

Preserved
The rental of preserved materials includes an ongoing guaranteed replacement service for the duration of the contract term.
Outright Purchase of preserved materials include a 1‑year guaranteed replacement service.

This guaranteed replacement service expressly excludes damage resulting from excessive handling, exposure to direct sunlight, heat, humidity, or any other environmental conditions beyond normal indoor use. All determinations regarding the cause of damage and eligibility for replacement shall be at the sole discretion of Plant Designs.

The natural fading of colour in preserved and dried foliage is an inherent characteristic and does not constitute a defect. Any concerns raised by the Client regarding such fading will be inspected by Plant Designs; however, any replacement or remedial action shall be at the sole discretion of Plant Designs and is not guaranteed.

Fees and Charges
We shall be entitled to increase our charges on an annual basis with effect from each anniversary of the Installation Date or next billing date by up to 5% or in line with the percentage increase in the Retail Prices Index in the preceding 12-month period, whichever is the greater. The first of any such increase shall not take effect prior to the first anniversary of the Installation Date, and not prior to one month’s written notice ;

Length of Term
For Installation Rental & Maintenance no less than twenty-four (24) calendar months following the Commencement Date (“the Initial Term”). Unless otherwise terminated in accordance with clause 12.1 the Initial Term shall automatically extend for 12 calendar months (“Extended Term”) at the end of the Initial Term and at the end of any Extended Term (collectively “the Term”);
For Maintenance Only no less than twelve (12) calendar months following the Commencement Date (“the Initial Term”). Unless otherwise terminated in accordance with clause 12.1 the Initial Term shall automatically extend for twelve (12) calendar months (“Extended Term”) at the end of the Initial Term and at the end of any Extended Term (collectively “the Term”).

Availability
The Client can make written request(s) for additional plant displays within the 6‑month period immediately following the Installation Date without incurring an extension to the Initial Term.

Installations
The Client shall be liable and responsible for all and any surveys undertaken and information provided to the Company to accommodate a successful Installation, which shall include but not be limited to structural surveys, location of services and utilities, and suitability of any Installation location(s).
The Client shall be responsible for any and all wall repairs and fixing points.
Wall and/or floor protection is excluded unless otherwise agreed in writing.

Termination
Without affecting any other right or remedy available to it, either Party may terminate the Contract as follows:
For Installation Rental & Maintenance by giving the other party not less than three (3) months’ written notice, such notice to expire on the final day of the Term; or
For Maintenance Only by giving the other party not less than one (1) months’ written notice, such notice to expire on the final day of the Term.
The Client shall become liable for the costs of any Collection. The client will be notified of this cost once written cancellation has been received.
Without affecting any other right or remedy available to it, we may suspend the supply of Maintenance or all further deliveries of any goods under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in the Standard Conditions clause 12.1(b), or we reasonably believe that the Client is about to become subject to any of them .
The client has the right to terminate the contract Service Agreement if there are two written formal complaints submitted to the company within a 6‑month period.

Consequences of Termination
On termination of the Contract:
The Client shall immediately pay to the Company all of our outstanding unpaid invoices and interest and, in respect of any Maintenance and goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by the Client immediately on receipt;
At the Company’s sole option (without acting unreasonably) the Client shall either allow for Collection or return any Company materials and any part or whole of any agreed Installation which has not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

Terms of Service — Events & Seasonal

1. INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.

1.1 DEFINITIONS:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Excluded Items: such items, parts, materials excluded by the Company under the terms of this Contract, which include but are not limited to lift access, and as may be specifically excluded in a Quotation.
Fee: any such fee agreed between the Parties as set out in the Main Order and as may be varied between the Parties in accordance with the Standard Conditions.
Installations: the provision of such items and/or displays, including live plants, preserved or replica plants, seasonal decor and/or other bespoke displays, all as further particularised in a Quotation.
Installations Specification: any specification for the Installations and any relevant plans or drawings, that is agreed between the Parties in support of the Quotation, and as may be varied in accordance with the Standard Conditions.
Maintenance: where relevant shall be those services as further detailed in the Service Level Agreement.
Natural Causes: the natural deterioration or condition of a plant as solely determined by the Company in its reasonable professional opinion.
Outright Purchase Installation: the sale and purchase of an Installation in accordance with a relevant Quotation.
Water Facility: shall be water supply, water access point, and such sufficient pressure to enable the Company to undertake Maintenance.
1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its successors and permitted assigns. © A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF CONTRACT
2.1 The Main Order constitutes an offer by the Client to receive an agreed Installation accordance with these Events & Seasonal Conditions.
2.2 The Main Order shall only be deemed to be accepted when we issue the duly authorised counter-signed Main Order, which shall constitute written acceptance at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of any agreed Installations or illustrations or descriptions of the services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the good and/or services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Events Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 For the avoidance of doubt if there is an inconsistency between any of the provisions in the main body of these Events & Seasonal Conditions and the Schedules, the provisions in the main body of these Events & Seasonal Conditions shall prevail.

3. INSTALLATIONS
3.1 We shall supply any agreed Installation to the Client in accordance with the Quotation.
3.2 The Installations described in our Quotation may be changed by any applicable Installation Specification.
3.3 We reserve the right to amend the Installation Specification if required by any applicable statutory or regulatory requirement, and we shall notify the Client in any such event. If such amendments will materially change the nature or quality of the installation, the Client may then cancel the Main Order.
3.4 All our products are subject to availability. If any part of an Installation is unavailable at the time of the Installation Date, we will endeavour to replace that unavailable part with an equivalent. In the event the Parties are unable to agree an equivalent replacement, we shall apply a cost reduction accordingly.
3.5 We shall be entitled to charge the Client for our services in the event we are required to re-position any part of an agreed Installation due its relocation by the Client after initial Installation by us should the Client’s relocation be of a less suitable environmental position for a particular live plant display; and (g) we shall be entitled to charge the Client for any additional delivery requirements in the event that instalment deliveries are subsequently agreed and are additional to the Quotation .

4. DELIVERY OF THE INSTALLATION
4.1 We shall deliver and commence an agreed Installation at the Installation location and on the date agreed in writing between the Parties.
4.2 If the Client fails to accept delivery of an agreed Installation, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract: (a) the Client shall be liable for the Fee; and (b) we shall store any part of an agreed Installation, and charge the Client for all related costs and expenses (including insurance), unless otherwise agreed by us in writing; and © under the Companies sole discretion resell or otherwise dispose of part or all of that Installation.
4.3 If Plant Designs are denied access on the agreed delivery date or if there are any delays onsite, a charge will be incurred for waiting times of more than 30 minutes, or redelivery.
4.4 We may deliver an agreed Installation by instalments. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

6. TITLE AND RISK
6.1 The risk in any Installation shall pass to the Client on completion of delivery.
The title of all good remains with the Company (Plant Designs Ltd.).

7. SERVICE LEVEL AGREEMENT
7.1 We shall supply services to the Client in accordance with the Quote in all material aspects. Services supplied are often created based on the description or inspirations from other sources or imagination and are therefore subject to Plant Designs creative interpretation and artistic license.
7.2 We shall use all reasonable endeavours to meet any agreed performance dates for any confirmed Installation, but any such dates shall be estimates only and time shall not be of the essence for the performance of any agreed Installation.
7.3 We reserve the right to amend any Installation or Maintenance if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of Installation or Maintenance, and we shall notify the Client in any such event.
7.4 We warrant to the Client that any agreed Installation will be provided using reasonable care and skill.
7.5 In providing our services, we shall:
co-operate with the Client in all matters relating to our services;
perform our services with the best care, skill and diligence in accordance with best practice in the Company’s industry, profession or trade;
use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that our obligations are fulfilled in accordance with the Contract;
ensure that Installation will conform with all descriptions, standards and specifications set out in the Quotation and/or any Installation Specification;
provide all equipment and tools and such other items (that are not Excluded Items) as are required to provide the services;
obtain and at all times maintain all licences and consents which may be required for the provision of the services;
comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Maintenance; and
observe all health and safety rules and regulations and any other security requirements that apply at any of the Client’s premises, that are provided to us no later than 1 week in advance of us attending the Client’s premises.
Within two working days of receiving a query regarding installation displays, we will provide such level of support as solely determined by us from a fully qualified Event Project Manager.

8. CLIENT’S OBLIGATIONS
8.1 The Client shall:
(a) co-operate with us in all matters relating to the provision of any agreed Installation
(b) provide us, our employees, agents, consultants and subcontractors, with access to the Installation Location and other facilities such as lift access, lift/door security passes, power supplies, water supplies, loading bay/parking access and any other facilities or support deemed necessary or valuable in ensuring we can deliver the agreed Services.
(including lift access, power supplies) as reasonably required by us to deliver any agreed Installation;
© provide us with complete and accurate information and materials as we may reasonably require in order to deliver any agreed Installation
(d) as appropriate and directed by us, prepare the Installation Location for the delivery of any agreed Installation;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for us to undertake our obligations under the Contract before the Installation Date;
(f) comply with all applicable laws, including health and safety laws;
(g) keep any agreed Installation (and any other property belonging to us that is kept at the Installation Location in safe custody at the Client’s own risk;
(h) provide the Company with a suitable storage facility, to be used for storing maintenance equipment and plants if this is required.
(i) keep any agreed Installation safe from any damage, vandalism, or negligence;
(j) to ensure perishable parts of an agreed Installation are safe from any adverse environmental effects, including but not limited to extreme temperature changes;
(k) environmental conditions must be maintained as discussed and agreed with Plant Designs.
(l) ensure the Installations are not maintained by any party other than the Company, its employees, agents, and sub-contractors and (m) not change the locations of any part of any agreed Installation, including but not limited to any displays without the written consent of the Company.
(n) All installation involving lighting or electrical items must have a power supply and/or extension cables in the immediate vicinity installation location.
(o) the installation of any hanging or suspended displays is the Client’s responsibility to agree the method in which Plant Designs will carry the installation. Plant Designs are not liable in case of suitability issues if found at the point of or after installation.
℗ Any items damaged or not returned on collection will be chargeable at a full replacement cost.
8.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) we shall have the right to suspend performance of our obligations until the Client remedies the Client Default,
(b) we shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 7.2; and
© the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Client Default.

12. CANCELLATIONS
12.1 Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so; (b) the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; © the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to the Client if: (a) the Client fails to pay any amount due under the Contract on the due date for payment; or (b) there is a change of Control of the Client.
12.3 Once an order has been accepted by the Client and Plant Designs, any amendments to the order requested by the Client or requests to postpone delivery or installation shall be subject to additional charges at Plant Designs’ discretion. In the event of cancellation, the full order value shall remain payable unless Plant Designs agrees otherwise in writing.

Plant Designs in the wild

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