Terms and Conditions

General Terms and Conditions These general terms and conditions/terms and conditions, as appropriate to the nature of the Product(s) or Service(s) to be provided by Shape & Space Limited (“us, “we”, etc.)), collectively, the “General Terms” are the Contract between you and us. By purchasing the Product(s) or using the Service(s), you agree to be bound by them. WHERE: Shape & Space Limited is registered in England & Wales, with company number 10769732, herein referred to as “Shape & Space or S&S” in this terms and conditions/terms of business. Shape & Space Limited is not a non-profitable organisation. Following are the Terms of Business, also known as Terms and Conditions, by Shape & Space Limited. WHEREAS: S&S offers to provide management, interior designing and consultancy to assist clients. The consultancy is provided under S&S terms and conditions/terms of business. Please read these General Terms / Terms and Conditions / Terms of Business carefully and save them. Subject to these General Terms, Terms and Conditions, we agree to provide to you some or all of the Product (s) and/or Service(s) described herein at the prices we charge from time to time.  

   Table of Contents

1. GENERAL / Terms and Conditions
2. PRICES
3. TERMS OF PAYMENT
4. Contract
5. DELIVERY AND COMPLETION DATES
6. CHANGES TO THE SPECIFICATION
7. ADVERTISEMENT
8. INTERNET BROWSERS
9. WEBSITE SECURITY
10. ONLINE MARKETING SERVICES
11. COMPLIANCE
12. WARRANTS
13. INTELLECTUAL PROPERTY
14. INDEMNITY
15. LIMITATION OF LIABILITY
16. CONFIDENTIALITY
17. PRIVACY
18. COPYRIGHT
19. THIRD-PARTY CONTENT
20. COOKIES
21. TERM AND TERMINATION
22. ASSIGNMENT AND SUB-CONTRACTING
23. NOTICES
24. INVALIDITY
25. THIRD-PARTY RIGHTS
26. GOVERNING LAW
27. EFFECT
28. FORCE MAJEURE

       GENERAL / Terms and Conditions

• By you placing an Order for Product(s) and/or Service(s), you confirm acceptance of these General Terms and you agree to be bound by them.
• Our quoted professional fee shall not be binding on us, and the Contract will only come into being upon acceptance by us either of us sending you an email confirming such Order or signing or counter signing and dating of the Order and returning it to you or the issue by us, electronically or otherwise, of an order acknowledgement.
• The Contract will be subject to these General Terms. All terms and conditions appearing or referred to you in the Order or otherwise stipulated by you shall have no effect unless such an Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by us.
• Our quoted professional fee shall remain open to you for acceptance for a period of 14 (fourteen) days from the date of the quoted professional fee unless the Contract specifies some other period, or we withdraw the quoted professional fee for any reason.
• These General Terms shall, to the extent applicable, apply to Product(s) in the same way as they apply to Service(s).
• We reserve the right to accept or reject any Order placed for Product(s) and/or Service(s).
• We further reserve the right to add, delete or change some or all of the Product(s) and Service(s) we offer on our website and/or any other websites owned and operated by us at any time without prior notice.
• These General Terms may be updated or otherwise amended without prior notice and shall always prevail in the event of conflicts between the Order, the Contract, and any other document.
• S&S may vary any of these terms and any other information relating to the Service at any time. If any of the provisions of these Terms are or shall become invalid, illegal, or unenforceable, the remainder shall survive unaffected.
• This is the Client’s responsibility to check the updates and changes in S&S terms and conditions (if any) through S&S social media platform or by contacting the S&S office.
• The Client undertakes S&S for management, interior designing and consultancy services for Personal OR Business, such as:

1. Office Design
2. Office Fit Out
3. Office Refurbishment
4. Workplace Consultancy
5. Office Relocation Services
6. Office Furniture
7. Office Storage Solutions
8. Solo Office Pods
9. Exhibition
10. Corporate Conference

•  S&S may offer other/more services than the abovementioned services. These will be defined on the specific contract/agreement between the Client and the S&S. Some of these or other services may be offered through our partners or associates.
• Shape & Space Limited (UK Registration Number 10769732) will only be responsible for providing all Office Design, Office Relocation, Consultancy, Workplace Furniture and arranging Corporate Exhibitions to Corporate Conferences services to (business or individual) clients require under the contract/ agreement signed.
• S&S will not tolerate any abuse or threat on S&S or its staff. Suppose a client is found to be aggressive and intimidating towards ‘S&S’ or its staff. In that case, the Contract signed between the Client and ‘S&S’ will be automatically terminated/null and void without any notification or warning.

       PRICES

• Where the Product(s) and/or Service(s) are sold by reference to our quoted professional fee, the price payable for the Product(s) and/or Service(s) shall be the ruling price as mentioned in the fee structure current at the date of purchase of Product or hiring of services.
• In other cases, the price for the Product(s) and/or Service(s) shall, subject to these terms and conditions, that stated on the relevant quoted professional fee and confirmed in the Contract.
• After receipt of your Order, we reserve the right to revise the original quoted professional fee if you request alterations which are not specified in your original Order.
• We shall (if applicable) add to the price of the Service(s), and you agree to pay an amount equal to any VAT and any other tax or duty applicable from time to time to the sale or supply of such Service(s).
• Any price changes to Ongoing Service(s) will take effect from the 1st day of the month, and you will be notified in writing at least 7 (seven) days before any price change takes effect. All Ongoing Service(s) may be subject to an annual increase to cover rising costs.
• As and when any relevant Government authorities or other bodies amend their fees or charges, S&S reserves the right to amend such charges to the Client irrespective of any quotes undertaken by S&S prior to or upon engagement by the Client. Such charges are in addition to fees.

      TERMS OF PAYMENT

• Our quoted professional fee is net and in Pounds Sterling.
• As consideration for the performance of our obligations under the Contract, you shall pay all sums owing pursuant to a Contract to us.
• Further terms of payment are given in the Contract. Prices and specific payment terms for additional services will be quoted based on specifications agreed and confirmed in writing, and we reserve the right to amend the quoted professional fee.
• Unless we otherwise agree in writing, payment of Invoices/contracts must be received by us from you within 14 days of the date of the Invoice (the “Due Date”) or otherwise specified. You shall remit payment to us in accordance with these terms and conditions.
• Failure to make payment by the Due Date may result in the withdrawal, suspension or disconnection of any Product, Service and/or Ongoing Service.
• You shall make all payments due to us by one or several of the following means:

1. Electronic transfer direct to our nominated bank account.
2. Arranged Standing Order direct to our nominated bank account.
3. Debit or Credit Card payment.
4. Bankers Draft made payable to Shape & Space
5. Cheque made payable to Shape & Space; in each case, payment shall be in Pounds Sterling without set-off or deduction.

•  Cancellation of your standing order to us for any reason other than termination of Contract will incur a penalty equivalent to £50.00 reinstatement fee and interest for outstanding balances in accordance with these terms and conditions.
• We reserve the right to cease or suspend all services or stop support under the Ongoing Service(s) if at such time there is a dispute or delay over an agreed payment or receipt of the completed standing order, with no prior notice.
• If you fail to pay any amount due to us under a Contract by the relevant Due Date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by us in seeking to recover such late payment from you (including, without limitation, legal fees).
• S&S terms of conditions automatically bind clients if they agree to and sign an agreement/ contract/MoU with S&S. They are free to decline our offered consultancy before any work is carried out or any application is submitted to any authorities, where applicable. But they will lose any fee they may have already paid to S&S as there will be no refund option. S&S is and will be entitled to charge you the full fee agreed on in any contract signed with S&S.
• Any payment set out on the contract /agreement signed, payable by the Client, will only include payments for management, business and interior designing consultancy (business or individual) from Shape & Space Limited (UK Registration Number 10769732).
• The bank details provided in the specific contract/agreement may be of our partner or parent company and may be different for future payments.

       Contract

• All the products or services shall be through a service contract only.
• Any agreement/contract with any individual or corporate / business/company client is based on the terms and conditions of S&S only. S&S offers and provides management, business and interior designing consultancy in the UK and worldwide to its clients. Also, on behalf of its partners (within the UK or Abroad / worldwide). By signing any agreement/ contract/ MoU with S&S, client/s will be bound to S&S terms and conditions/terms of business and enter into a legal contract with S&S.
• Neither any agreement nor any rights or obligations hereunder, shall be assigned or otherwise transferred by the Client without the prior written consent of S&S.
• If the Client revokes the contract/agreement or changes his/her mind or is found to have a criminal record after signing the Contract with S&S, then S&S shall nevertheless be deemed to have performed its services satisfactorily and be entitled to no refund the amount received from the Client to date.
• Regarding conflict of interest, the arbitration will take place between parties of the Agreement or a third party (if any). Therefore, we can receive instructions from the Client regarding a solution to the conflict. Following receipt of your instructions, we will check to confirm that we can act for you in the matter. We will communicate with you at the address/telephone number/fax number/e-mail address that you have given to us and attempt to address the conflict immediately. Please notify us of any changes immediately so that we can amend our records. However, we cannot accept any liability for losses or issues resulting from Information you have received from a third party.

       DELIVERY AND COMPLETION DATES

• We undertake to use our reasonable endeavors to provide completed Services to you within the time frame stipulated in the Contract, or if no time frame is specified, within 90 days of the date on which we receive a signed contract from you.
• The dates and timeframes for carrying out the Services are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
• We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of our negligence.
• No delay (unless material) shall entitle you to reject any delivery or performance or any other Order from you or to repudiate the Contract or the Order.
• All contracts/agreements will be null and void due to any financial economical disaster due to a worldwide financial crisis or any pandemic. Regardless of whether the terms and conditions of the Contract have been specified the same or not. S&S will not be held responsible for any agreement/consultancy contract signed between S&S and the Client or arising from any third-party action as a result of S&S being unable to fulfil any of its obligations due to the occurrence of an event of force majeure, which term shall include but is not limited to legislative and regulatory acts of government/s, pandemic, worldwide armed conflict, worldwide/direct or indirect financial crisis, civil insurrection, strike, lockout, lockdown, computer failure, failure of power supplies, earthquake, typhoon, tidal wave, and acts of God.
• S&S shall not be liable for any loss or damage of any description whatsoever arising from the failure or delay in the approval of any application/consultancy contract signed between S&S and the Client or arising from any third-party action as a result of S&S being unable to fulfil any of its obligations due to the occurrence of an event of force majeure, which term shall include but is not limited to legislative and regulatory acts of government/s, COVID 19 or similar pandemic, worldwide armed conflict, worldwide/direct or indirect financial crisis, civil insurrection, strike, lockout, lockdown, computer failure, failure of power supplies, earthquake, typhoon, tidal wave, and acts of God.
• The contract/agreement will be null and void if the Client failed to provide any relevant documents to S&S for the services they have acquired from S&S. During the agreed period mentioned in the terms and conditions of the Contract signed between the S&S and the Client.

       CHANGES TO THE SPECIFICATION

• If you submit a request for changes to the Product(s) and/or Service(s), we will provide you with a quoted professional fee in advance. Upon your acceptance of the said fee, we will raise an invoice and it will be payable prior to commencement of work unless otherwise agreed in the Contract.

        ADVERTISEMENT

• You will permit us to incorporate a small and discreet advertisement of our services at the bottom of our Website/ Social Media pages under the heading “Success Stories etc”.
• You will further permit us to link to or reference your “Success Stories etc”with third parties to promote our services.

        INTERNET BROWSERS

• Software manufacturers release newer versions of their browsers from time to time and we have a policy of design renewal which uses the latest technologies available to take advantage of these advancements. You will be advised of changes to our Product(s) and Service(s) as and when they become available so you may get subscribe to the Contract as per the said changes.

      WEBSITE SECURITY

• We generally include basic security updates in our Website. We reserve the right to charge for any large security updates which we would quote for prior to any work taking place. If you refuse to perform security updates and this compromises the security of the Website, and consequently our servers, we reserve the right to sever the Contract and collect all fees which would have been payable by you. We accept no responsibility for websites compromised irrespective of whether you have agreed for us to update security.

       ONLINE MARKETING SERVICES

• We utilise a range of online marketing and social media marketing services, including but not limited to social media campaigns, email campaigns, Google Ads, also known as Google AdWords or Pay Per Click (PPC) advertising, and analytics services, for our Product (s) and Service (s).
• S&S attempts to ensure that the Information available on the S&S website / social media and other stationary is accurate. S&S also attempt to provide correct Information at the time of consultancy. However, S&S or its Director/s, along with any staff member, will not be held liable for any changes made by government and country regulations towards any consultancy offered by S&S.

       COMPLIANCE

• If applicable, we make every effort to update, as and when necessary, those areas of our Websites which require modification and changes to satisfy the requirements of the relevant Compliance Authority or network to which we are a member. Such changes will usually be required as a result of new legislation, any changes to the relevant Compliance Authority or network to which we are a member, and the effects of the annual government budget.
• For the avoidance of doubt, we will not be held responsible for any inconvenience caused by any such changes by the compliance.

        WARRANTS

• You warrant that: 

1. you have the right to include, and permit us to include the Information and your data on our website, or have obtained the rights from third parties to do so;
2. you will not supply us with, nor upload to our website, post, email, or otherwise transmit (or allow to be transmitted) any Information or Content/Data that is:

• • unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libelous, menacing or invasive of another person’s privacy, hateful or racially, ethnically or otherwise objectionable, or harmful to minors in any way;
  • in breach of any third party right under any law or under a contractual or fiduciary relationship;
  • an infringement of any Intellectual Property Rights;
  • unsolicited or unauthorised advertising, promotional material, unsolicited bulk email (also known as “junk mail”), “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
  • containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law;
  • Data which contravenes the Data Protection Legislation in any way.
  • you will not :
    

• • Misuse our websites owned and operated by us by introducing viruses, worms or other material which is technologically harmful;
  • Attempt to gain unauthorised access to our websites owned and operated by us, the Server on which our websites owned and operated by us are stored or any other server, computer or database connected to our websites owned and operated by us; or
  • Attack our websites owned and operated by us via a denial-of-service attack or a distributed or malicious denial-of-service attack.

4. You will at all times comply with the Data Protection Legislation.

•  You accept that we are under no obligation to monitor the Information and the Content/Data of our clients and accept that we exclude all liability of any kind for all material comprising the Information and the Content/Data of our clients.
• We warrant that:

1. We shall perform the Service(s) with reasonable skill and care in accordance with the standards generally observed in the industry for similar services; and
2. We will comply with the Data Protection Legislation.

•  S&S will not be liable to the Client, any officials, any government or private authorities/agencies for misleading, forge or falsified documents or Information provided by them. S&S will use and rely on Information provided by the Client without having independently verified or assumed responsibility for the accuracy or completeness of such Information. Accordingly, the Information provided by the Client must be correct, including contact details such as email, etc. If the Information provided by the Client is not correct, we will not be able to provide our services in the correct manner.

        INTELLECTUAL PROPERTY

• You acknowledge that any Intellectual Property Rights created, developed, subsisting or used by us in or in connection with the provision of the Service(s) shall be the sole property of ours.
• Where applicable, all rights, title and interest in and to the Intellectual Property Rights in the Standard Content shall vest exclusively in us (or any third party). All rights are reserved. None of this material may be reproduced or redistributed without our written permission. All right, title and interest in and to the Intellectual Property Rights in our Client’s Content/Data contained within the scope of our Website, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software shall vest exclusively with us with the exception of any third party Intellectual Property Rights (such as library images) which is licensed to us.
• As such, and subject to the Agreement between you and us in respect of these terms and conditions, we shall be free to use the source code, reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute such material unless specifically agreed otherwise. In addition, we shall be free to use any ideas, concepts, know-how, software or techniques acquired for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such Information unless specifically agreed otherwise.
• Nothing in these General Terms grants to you any rights to sell or market our Service(s) to any third party.
• All right, title and interest in and to the Intellectual Property Rights in the Client’s Content/Data which is provided for publication on our Website either by you or any other third party (excluding us), together with all User Generated Content and Information regarding Users shall vest exclusively in you.
• All open-source platforms we build on are provided under a general public license.

        INDEMNITY

• You shall indemnify us against any loss, damage, cost or expense (including reasonable solicitors’ fees and expenses) which we may suffer or incur as a result of:

• • any claim by any third party that your Information or Content infringes the Intellectual Property Right of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience, or constitutes unsolicited advertising or promotional material;
  • work done in accordance with your instructions involving the infringement of any Intellectual Property Right (including but not limited to framing or linking to third parties’ websites).
  • Any claim by a third party arising from your breach of the warranties under these terms and conditions.
  • Any claim by a third party suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings due to materials supplied by you for use by us.

• We shall not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract or otherwise, except to the extent to which it is unlawful to exclude such liability. For the avoidance of doubt, we shall not be held responsible for any losses incurred by you terminating your relationship with us without notice.
• You shall indemnify us against any loss, damage, cost or expense (including reasonable solicitors’ fees and expenses) which we may suffer arising from any act, omission, neglect or default, of you, your agents, or employees, or arising from or in connection with a breach of your obligations, representations and warranties in respect of Client’s Content/Data or Information provided by you in connection with our Website, Order, Specification, Product(s) and/or Service(s) as provided in this Agreement.
• It is your responsibility to be familiar with the relevant data protection and privacy laws. You shall hold us harmless from and indemnify us against any claims by any party relating thereto.

LIMITATION OF LIABILITY

• Our total liability to you in Contract, tort (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount you paid pursuant to the Product(s), Service(s) or Order as outlined in the relevant Contract, or a refund of the relevant Contract price.
• We shall not be liable to you for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with our Product(s), Service(s) or Order as outlined in the relevant Contract.
• We shall not be liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) resulting from our failure or delay in performing our obligations pursuant to our Product(s), Service(s) or Order to the extent that such failure or delay arises from circumstances beyond our control. Neither party intends that any of these General Terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
• We will use reasonable endeavors to ensure that the data on our Website is accurate and to correct any errors or omissions as soon as practicable after being notified of such errors or omissions. We do not monitor, verify or endorse Information submitted by third parties for posting on our Website and you acknowledge that such Information may be inaccurate, incomplete or out of date.
• To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) as to the accuracy of any Information contained on our Website. We do not guarantee that our Website/ social media will be at fault free, and we will not accept liability for any errors or omissions.
• In no circumstances whatsoever shall we be liable for economic, indirect or consequential loss arising from delays or service interruptions to our Website or any Product(s) and/or Service(s) supplied by us to you. Due to the nature of electronic transmission of data over the Internet, and the number of users by whom data is posted on our Website, any liability which we may have for any losses or claims arising from an inability to access our Website or from any use of our Website or reliance on the data transmitted using our Website, is excluded to the fullest extent permissible by law.
• We shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), occasioned by computer viruses, whether introduced by our software or otherwise.
• We shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) occasioned by unforeseen hardware problems which could affect the continuity of Service.
• We shall not be held liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) or damage caused by the use, misuse, unavailability or removal of Product(s) and/or Service(s).
• We do not guarantee that we will be able to secure IP addresses, IP ranges or Domain Name(s) on your behalf and acceptance by us of the Order shall not give rise to any such warranty in respect of the details appearing on the Order.
• We may not be notified whether or not attempts to secure IP addresses, IP ranges or Domain Name(s) have been successful, and it is your responsibility to establish whether or not the IP addresses, IP ranges, or Domain Name(s) have been successfully secured. We give no warranty that, once secured, you will be permitted to retain such IP addresses, IP ranges or Domain Name(s).
• We provide no assurances as to the online ranking, positioning and prominence of our websites within an individual search engine or directory or any such third-party websites.
• We use all reasonable skills and care in the operation of our websites owned and operated by us and in providing the Product(s) and Service(s) presented therein.
• We make no representation and exclude any warranty, express or implied, as to the availability, quality, accuracy, timeliness, completeness, performance or fitness for the purpose of our Product(s) and/or Service(s) and/or any other websites owned and operated by us and Product(s) and/or Service(s) therein.
• We do not accept any liability for any such products, goods or services which are provided by third-party organisations over which we have no control. It is your responsibility to be satisfied that you wish to purchase the services provided by the third-party organisation before contracting with and agreeing to the terms and conditions of the third-party organisation.
• Except in the event of death or personal injury caused by our negligent acts or omissions, we shall not be liable in any way for any damages arising in Contract, tort or otherwise in respect of loss or damage arising out of or in connection with our Website, Product(s), Service(s) or Order as outlined in the relevant Contract or your operation or use of our Website, Product(s), Service(s) or Order as outlined in the relevant Contract.
• In no event will we be liable for any direct, indirect or consequential damages in Contract or tort (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Client’s reputation or depletion of goodwill or otherwise), arising in connection with claims made by third parties.
• Neither party shall be liable for any failure in the performance of any of its obligations under the Contract caused by factors beyond either party’s reasonable control.
• Nothing in these General Terms excludes or limits our liability for fraudulent misrepresentation or for any death or personal injury caused by our negligence.

CONFIDENTIALITY

• Both parties agree and undertake that they will hold in complete confidence any Confidential Information disclosed to the other party and will not disclose any Confidential Information in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of that party’s obligations under the Contract. This is not limited and includes clients’ spouses, business partners, or any other direct or indirect relations, S&S’s staff or its partners’ staff, other ‘S&S’ directors, other than the director or representative the Agreement / Contract has been signed between ‘S&S’ and the Client. Nor use any Information of the Agreement / Contract signed for any purpose and under any circumstances.
• This provision shall survive the termination of the Contract for any reason for a period of 2 years commencing immediately on the date of such termination.
• The obligations set out in this clause shall not apply to any Confidential Information which:

1. at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such Information was unlawfully appropriated.
2. at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;
3. is received from a third party free to make such disclosure without breaching any legal obligation;
4. is independently developed by the receiving party; or
5. is required to be disclosed by law, court order or request by any government or regulatory authority.

• S&S may share Information with Credit Reference Agencies (CRAs) to verify your identity, for an account/contract with S&S.
• If you give us false or inaccurate information and fraud is identified, details may be passed to fraud prevention agencies to prevent fraud.
• All written, oral and digital Information and materials disclosed or provided by Shape & Space / S&S to the Client under any Agreement/contract signed between the Client and Shape & Space / S&S constitute Confidential Information regardless of whether such Information was provided before or after the date of the Agreement/contract signed or how it was provided to the Recipient/Client.
• ‘Confidential Information means all data and Information relating to the Shape & Space / S&S, including but not limited to the following:

1. ‘Business Operations’ which includes internal personnel and financial Information of the Shape & Space / S&S and its partners, Client names and other Client information (including Client characteristics, services, and agreements), purchasing/agreeing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Shape & Space / S&S, and the manner and methods of conducting the Shape & Space / S&S business;
2. ‘Customer/ Clients Information’ which includes names of clients of Shape & Space / S&S, their representatives, all customer contact information, contracts, and their contents and parties, customer services, data provided by Client/s, and the type, quantity, and specifications of products and services purchased, leased, licensed or received by Client/s of the Shape & Space / S&S;
3. ‘Service Information’ which includes all data and Information relating to the services provided by Shape & Space / S&S, including but not limited to plans, schedules, human resources, inspection, management & consultancy, business consultancy, interior designing and training Information;
4. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing Information and payroll information of the Shape & Space / S&S;
5. ‘Marketing and Development Information’ which includes marketing and development plans of the Shape & Space / S&S, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Shape & Space / S&S which have been or are being discussed;
6. ‘Computer Technology’ which includes all scientific and technical Information or material of the Shape & Space / S&S, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results, and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how, and show-how;
7. ‘Confidential Information’ will also include any information that has been disclosed by a client to the Shape & Space /S&S and is protected by a non-disclosure agreement or otherwise entered into between the client and the Shape & Space / S&S.

• Return of Confidential Information: The Shape & Space / S&S may at any time request the return of all Confidential Information from the Client. Upon the request of the Shape & Space / S&S, or in the event that the Client ceases to require the use of the Confidential Information, or upon the expiration or termination of this Agreement, the Client will:

1. return all Confidential Information to the Shape & Space / S&S.
2. provide a certificate to the Shape & Space / S&S to the effect that the Client has returned all Confidential Information to the Shape & Space / S&S.
3. confirm that all information and business terms regarding S&S will not be disclosed to anyone under any circumstances without S&S written consent. The written consent must be agreed, authorised and signed by the prominent shareholder/director of the Shape & Space / S&S.

Termination: Shape & Space / S&S (“non-breaching party”) shall have the right to terminate any Agreement/contract on an immediate basis in the event the other Client (“breaching  party”) is in breach of any of its material/data obligations under these Terms and conditions. The non-breaching party can/shall provide written notice to the breaching          party. PRIVACY

• We are committed to protecting your privacy. To this end, we conform to the requirements of the Data Protection Legislation.
• When you or any other users submit sensitive Information via our websites owned and operated by us, the Information is protected both online and offline. In order to prevent unauthorised access or disclosure, we operate suitable physical, electronic and managerial procedures in the storage and disclosure of Information to safeguard and secure the Information collected online.
• Sensitive Customer Information (such as credit card or bank account details) is encrypted using SSL encryption software.
• We may collect Information from you including names, contact Information including email addresses, postal addresses and other Information relevant to customer surveys and/or offers including your preferences and interests.
• If your personally identifiable Information changes (such as postcode), or if a user no longer requires Service from us, we will endeavour to correct, update or remove that user’s personal data provided to us.
• From time to time, we may request Information from you via surveys or contests. Participation in these surveys or contests is completely voluntary and you have a choice whether or not to disclose any Information requested. Information requested may include contact Information (such as name and delivery address), and Demographic Information (such as postcode, and age level). Contact Information and Survey Information will be used for purposes of monitoring or improving the functionality of our websites owned and operated by us.
• We require this Information for internal record keeping and to understand your needs and requirements in order to enhance our Service to you.
• From time to time, we may send promotional emails using the email address provided by you about new products, special offers or other Information, which we consider may be relevant to you.
• From time to time, we may use the Information provided by you to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the Information to customise our websites owned and operated by us according to your interests.
• We will not sell, trade, rent or distribute the names or email addresses of our customers to any third party.
• All links to external websites made available are provided as a convenience to you. We do not have control, exercise no responsibility and make no representations regarding the accuracy or any other aspect of the content/Information found or used on visiting any third party website. The provision of a link to a third-party website should not be considered as an express or an implied endorsement of any content or Information, products or services that may be available to you through the third party.
• Where links are provided to external websites, it should be noted that these links are not and cannot be governed by our Privacy Policy. We cannot guarantee your privacy when accessing external websites through any link provided on our websites owned and operated by us.
• If we decide to change our Privacy Policy, we will post those changes within these General Terms so that you are always aware of the Information which we collect and how we use such Information.
• If at any point we decide to use personally identifiable Information in a manner different from that stated at the time it was collected, we will notify you by email. You will have a choice whether or not we use your Information in this different manner. We will use the Information in accordance with the Privacy Policy under which the Information was collected.
• If you register as a user of our websites owned and operated by us, you will be asked to provide some basic Information. It is important to note that registration is not required for all sections of our websites owned and operated by us.
• We have put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable Information.
• Any questions relating to the security of our websites owned and operated by us should be sent to info@shapeandspace.co.uk
• S&S and their staff are subjected to and will only use the Client’s data in accordance with the Client’s instructions. The Client’s Information will be protected based on strict secrecy and security. However, S&S will not be liable for any inappropriate use of the Client’s data or Information by any member of staff or third party which has been obtained without S&S instruction. S&S ensures compliance with The Data Protection Act 2018, the UK’s General Data Protection Regulation (GDPR) implementation.

        COPYRIGHT

• If you supply us with text, photography, artwork, files, leaflets, brochures, Information or material of any kind, we will not at any time be responsible whatsoever in regard to copyright, errors or omissions, faults or subsequent damages.
• If you cease to use our Service(s) for any reason, and until payment has been received by us in full for the part of the Services we have provided to you, you must not use any part of the intellectual property that we have created on your behalf (except that provided by you or by a third party) on any other website.

        THIRD-PARTY CONTENT

• Our Website may contain Information, Content and links to services provided by third parties. We accept no liability for any damages or losses incurred to you from the use or non-availability of such Content

         COOKIES

• All the websites owned and operated by us use cookies and we will comply with our Cookie Policy at all times.

        TERM AND TERMINATION

• Each party’s rights governing term and termination vary according to the Product(s) and/or Service(s) being provided.  Such terms governing the relevant Product(s) and Service(s) being provided to you may be addressed in the Contract.
• You acknowledge and agree that the minimum length of any Ongoing Service(s) we provide to you will be 12 months from the date of the Order unless stated otherwise.  You further agree that unless you cancel our Ongoing Service one month before the first anniversary of the Order, the Contract will automatically renew for a further 12 months (unless stated otherwise) and so on unless and until you provide us with notice in accordance with these terms and conditions.

        ASSIGNMENT AND SUB-CONTRACTING

• None of your rights or obligations under the Contract may be assigned or transferred in whole or in part without our prior written consent.
• The Customer Website shall be for your sole use and shall not be capable of assignment to a third party by you.
• We shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of or giving notice to you.

         NOTICES

• Any notice or other communication to be given under these General Terms must be in writing and may be delivered or sent by prepaid first-class letter post or email to info@shapeandspace.co.uk
• Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by email, at the time of transmission.
• If we decide to change our Privacy Policy, we will post those changes within these General Terms in Order that you are always aware of the Information which we collect and how we are using such Information.
• We have put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable Information.
• Storage of papers and documents (except for any of your papers/documents you ask to be returned to you) will be for more than six years. We will keep the file in our archive storage / hard disk (if available) on the understanding that we have the authority to destroy it six years after the date of the final bill we send you for this matter. We will destroy documents you ask us to or deposit them in safe custody, although we reserve the right to charge you for such long-term storage. If we retrieve papers or documents from our archive storage/hard disk (if available) in relation to continuing or new instructions to act in connection with your affairs, we will not normally charge merely for such retrieval.
• S&S is confident in providing satisfactory consultancy in all respects. We aim to give all clients quality consultancy and other related services through its’ partners in a courteous and friendly manner. If you have any queries or concerns about our work, please raise them with the person acting for you first. If that does not resolve the problem or you prefer to speak to somebody else, please contact the senior management or the customer service manager. Is it important that you immediately raise the concerns you may have with us? We value your business and would not wish to think you have reason to be unhappy with us.
• If you wish to register a complaint against our consultancy, please do not hesitate to address your complaint to the management. All complaints should send to Shape & Space Limited, 1 Grace House, Harrovian Business Village, Bessborough Road, Harrow HA1 3EX, telephone: +44 (0) 204 531 1036, email: info@shapeandspace.co.uk. Please Note: All possible complaints should be submitted in writing. S&S intends to resolve all complaints within 90 working days.

         INVALIDITY

• The invalidity, illegality or unenforceability of any provision of these General Terms should in no way affect the other Terms.

         THIRD PARTY RIGHTS

• A person who is not a party to the Contract of these General Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these General Terms. This does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

        GOVERNING LAW

• These General Terms and the Contract shall be governed and interpreted in all respects in accordance with English law.
• The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these General Terms.
• We shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these General Terms are entered into in the course of your trade or profession, the country of your principal place of business.
• All services provided are in-line and in Agreement with government legislation pertaining to money laundering, such as the Sanctions and Anti-Money Laundering Act 2018.

        EFFECT

• These Terms and Conditions, even revised, edited, modified, or substituted, shall have retrospective effect always, unless specified otherwise.

        FORCE MAJEURE

• Each party shall be excused from performing its obligations (except for payment obligations) arising from any delay or default caused by events beyond its reasonable control, including, but not limited to, acts of God, health pandemics, acts of any civil, military or government authority, fire, floods, war, embargoes, labour disputes, acts of sabotage, riots, accidents, delays of carriers, voluntary or mandatory compliance with any government act, regulation or mandatory direction, request. For clarity, the Client’s requests shall not be considered ‘government’ requests under this provision.

DEFINITIONS AND INTERPRETATIONS  The following definitions and rules of interpretation apply in these General Terms:

Applicable Laws: means all applicable laws, statutes, regulations and codes from time to time in force, within the UK.

Business Day: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours: means the period from 9.30 am to 5.30 pm on any Business Day.

Shape & Space: means Shape & Space Limited, a company registered in England and Wales, bearing Company number 10769732 duly incorporated on 13 May 2017, having its registered office at 1 Grace House, Harrovian Business Village, Bessborough Road, Harrow HA1 3EX with core activities of Office Design, Office Relocation, Consultancy, Workplace Furniture and arranging Corporate Exhibitions to Corporate Conferences and consultancy.

“Terms and conditions” also refer to “Terms of business”.

“S&S” refers to “Shape & Space Limited”, company number 10769732

“Client” means “Individual, Businesses, Companies, Cooperate” and vice versa

“Agreement” means “Contract” or “MoU” and vice versa

Charges: means the charges also known as the professional fee as set out between the parties (you and us) through the agreement/contract between them.

Compliance Authority: means the UK body or bodies responsible for the regulatory aspects of licensing financial advisers, management consultants or other professionals in other industry sectors.

Confidential Information: means all Information designated as such by either party in writing together with all such other Information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or Information which may reasonably be regarded as the confidential Information of the disclosing party.

Contract: means a contract, subject to these General Terms, for the provision of the Product(s) and/or Service(s) between you and us.

Customer: means you, the company, firm, body or person purchasing the Product(s) and/or hiring the Service(s) from us.

Client’s Content/Data: means text, graphics, photographs, sounds, Information, data, music, video, film or any other copyright work publicly available on our Website or provided for publication by you or any other third party (excluding us) commissioned by you, together with all User Generated Content and Information regarding Users (such as, for example, the number of page impressions, users email addresses or other Information posted by Users).

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

Default: means any breach of the obligations of either party (including but not limited to a fundamental breach or breach of a fundamental term).

Domain Name: means the name registered with an Internet Registration Authority used as part of the S&S’s URL.

Domains: means the website domains owned and operated by us,

General: means Terms and conditions or Terms of Business OF Shape & Space Limited, Company Number 10769732, registered in England & Wales.

Information: means Information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet through our Website.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Internet Registration Authority: means an official organisation which administers a database registry of all Domain Names based on specific geographical or other criteria.

Invoices: means invoices raised by us for the Product(s) and/or Service(s) provided pursuant to a Contract and, if specifically requested, confirmed to you either by email or any other automated means.

Ongoing Service(s): means website support and maintenance, website hosting, website optimisation, or other Service (s) offered by us which may impose either a monthly or annual payment.

Online Marketing Services: means the provision of the data processing service(s) and software for our usage as defined in the Confidentiality Section of these General Terms.

Order: means a purchase order or Invoice for hiring us in respect of the Product(s) and/or Service(s), respectively.

 Product(s): means the Product or products which are the subject matter of a Contract, being the Product (s) to be provided by us to you via email pursuant to the Order.

Quotation: means a quotation, either in written Form or as published on our Website, for an agreed piece of work (incorporating these General Terms.

Server: means our Internet server or servers.

Services: means our services which are the subject matter of a Contract, being the work and/or Service (s) to be performed by us for you pursuant to the Order including, without limitation, the Ongoing Service(s) and any other service advertised or offered by us.

Specification: means the specification for any services agreed between you and us by way of email and set out in the Order.

Standard Content: This means the technical Content that we supply to you for use in respect of any other Product or Service provided by us.

Standard Feature(s): means the standard range of features, facilities and services supplied to you by us, including the Standard Content in accordance with the pricing structure agreed between us and/or any other marketing literature, all of which may be changed or amended by us at our discretion and without notice.

Standard Form: means our standard Form of Order.

Standing Order: means a regular, fixed payment from your bank account in favour of us.

User: means any member of the public accessing our Website via the Internet or by any other means.

User-Generated Content: means all such material posted by Users or visitors on our Website.

URL: means a uniform resource locator.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

NOTE: Shape & Space Limited, company number 10769732, does not take any responsibility for any error or misprinting in these terms and conditions. Shape & Space Limited, its directors and its employees cannot be held responsible for any error or misprinting in this Website, ‘S&S’ social media platforms, printed or non-printed material, and these terms and conditions.