Tictac Interiors Limited, Terms of Business
1. DEFINITIONS AND INTERPRETATIONS
1.1. In these Terms and Conditions, the following words have the following meanings:
Bespoke Specification
has the meaning given to it in clause 8.3.
Business Day
A day (other than a Saturday, Sunday or a public holiday) on which banks in London are open for business.
Client
The person or firm who purchases the Goods and/ or Services from Tictac Interiors.
Contract
The contract between Tictac Interiors and the Client for the sale and purchase of the Goods and/ or Services in accordance with these Terms and Conditions.
Force Majeure Event
Any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
Goods
The goods (or any part of them) as set out in the Client's purchase Order or Quotation, as the case may be.
Terms and Conditions
These terms and conditions.
Order
The Client's purchase order for the Goods and/ or Services.
Services
Any work performed by a Tictac Interiors for a Client, such as consultations, installations and repairs.
Tictac Interiors
Tictac Interiors Limited, registered office address Suite 19 Vicarage House, 58/60 Kensington Church Street, London, England, W8 4DB, United Kingdom. Company Registration Number: 13461859. VAT Number: 394222493.
Quotation
A formal offer provided by Tictac Interiors indicating the proposed specifications, and price which remains valid for a specified period.
1.2. In these Conditions:
1.2.1. the singular includes the plural and vice versa, and references to any gender includes the other genders;
1.2.2. a person includes an individual person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.3. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.4. references to any legislation include any modification or re-enactment of that legislation and any subordinate legislation made (before or after the Contract) under that legislation;
1.2.5. any words following the terms “including”, “include”, “for example” or any similar expression are by way of illustration and emphasis only and shall not limit the generality or extent of any other words or expressions; and
1.2.6. a reference to writing or written includes faxes and e-mails.
2. BASES OF CONTRACT
2.1. These Terms and Conditions apply to the Contract for purchase of any Goods and/or Services from Tictac Interiors.
2.2. These 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 trade, custom, practice or course of dealing.
2.3. These Terms and Conditions may only be changed with prior written authorisation from Tictac Interiors.
2.4. Tictac Interiors reserves the right to amend these Terms and Conditions at any time. Clients will be notified of any amendments that may impact their current or future Orders, or associated warranties, in compliance with applicable UK regulations.
2.5. The Order constitutes an offer by the Client to purchase the Goods and/ or Services in accordance with these Conditions. The Client is responsible for ensuring that the terms of the Order are complete, accurate and, compliant with applicable regulations and permissible under law.
2.6. The Order shall only be deemed to be accepted when Tictac Interiors issues a written acceptance of the Order or (if earlier) Tictac Interiors despatches the Goods, at which point the Contract shall come into existence.
2.7. The Quotation, once accepted by the Client, constitutes an offer by the Client to purchase the Goods and/ or Services.
2.8. The Quotation shall be deemed to be accepted when the Client issues a written acceptance of the Quotation or (if earlier) the Client makes a full or partial payment, at which point the Contract shall come into existence.
2.9. These Terms and Conditions, together with the accepted Order or accepted Quotation, form the Contract between Tictac Interiors and the Client. By signing these Terms and Conditions or by making a payment, the Client confirms their acceptance and agrees to be bound by these Terms and Conditions.
2.10. These Terms and Conditions, together with the accepted Order or accepted Quotation constitute the entire agreement (the Contract) between the Client and Tictac Interiors. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Tictac Interiors which is not set out in the Contract.
2.11. Any samples, drawings, descriptive matter, or advertising produced by Tictac Interiors and any descriptions or illustrations contained in Tictac Interiors’ catalogues or brochures, which are not included in the Order and/ or Quotation, are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.12. By entering into a Contract with Tictac Interiors, the Client represents and warrants that they have the legal right and authority to enter into this agreement and to permit the delivery and installation of Goods and/ or Services at the specified property.
3. CONSULTATIONS AND PLACING ORDERS
3.1. For Goods and/or Services provided by Tictac Interiors which are made-to-measure to the specifications, style, and fabric selected and approved by the Client, an initial consultation shall be provided free of charge, subject to clause 3.2. During this consultation, a Tictac Interiors representative will present fabric samples, portfolio images of various styles, and descriptions or illustrations from Tictac Interiors’ catalogues or brochures, and will record the Client’s specifications (as further detailed in clause 8.3).
3.2. Consultations taking place outside the boundaries of London Transport Zone 6 are subject to a £100 fee. This fee must be agreed upon in writing and paid by the Client in advance of the consultation. The fee is non-refundable unless otherwise specified by Tictac Interiors.
3.3. If the initial consultation does not meet the Client's requirements, the Client may request additional consultations. Each additional consultation is charged at £100 per visit, which must be paid in advance.
3.4. The consultation fees will be deducted from the final Order value once the Client proceeds with the Order. However, if the Client decides not to proceed with an Order, the fee for consultations shall be non-refundable.
3.5. Tictac Interiors shall provide the Client with a formal offer (the "Quotation") detailing the proposed specifications and price. The Quotation shall remain valid for a period of 30 business days from the date of issue, unless extended at the sole discretion of Tictac Interiors.
3.6. Any Quotation given by Tictac Interiors shall not constitute an Order, until the Client issues a written acceptance of the Quotation or (if earlier) the Client makes a full or partial payment, at which point the Contract shall come into existence.
3.7. Where the Client provides the fabric for the manufacture of any other made-to-measure Goods, the Client is solely responsible for ensuring that the fabric complies with all applicable fire safety regulations, including but not limited to fire retardancy requirements under British Standards (such as BS 5867 for curtains in commercial spaces). Tictac Interiors shall not be liable for any failure of the Client-supplied fabric to meet statutory fire safety standards or any resulting legal or regulatory consequences.
3.8. Where fire safety compliance is a legal or regulatory requirement for the Client’s premises, it is the Client’s responsibility to notify Tictac Interiors in writing of any such requirements before placing an Order. If the Client requests fire-retardant treatments or specific fire-rated fabrics, this must be explicitly agreed upon in writing as part of the Order, and any additional costs for compliance shall be borne by the Client.
3.9. If the Client’s chosen installation site for the Goods presents any fire safety risks (including but not limited to blocking evacuation routes or failing to comply with safety codes), it is the Client’s responsibility to ensure the installation is permissible under applicable laws. Tictac Interiors shall not be liable for any consequences arising from installations conducted as per the Client’s instructions, provided such installations do not involve negligence on the part of Tictac Interiors.
3.10. The Client acknowledges and agrees that Tictac Interiors is not responsible for obtaining fire safety certification for the Goods unless explicitly stated in writing in the Contract. Any claims, penalties, or liabilities arising from the non-compliance of the Client’s selected materials or installation preferences shall be the sole responsibility of the Client.
4. DELIVERY, TITLE AND RISK
4.1. Tictac Interiors shall deliver the Goods to the address specified by the Client as the delivery address.
4.2. All Goods provided by Tictac Interiors that are made-to-measure to the specifications, style, and fabric selected and approved by the Client:
4.2.1. such Goods, when manufactured in the European Union and/ or the United Kingdom, shall be transported to the United Kingdom and/or other designated countries of destination by reputable and insured courier companies. Tictac Interiors ensures that all couriers used meet professional standards of care and liability;
4.2.2. such Goods may be subject to extended manufacturing and/or delivery periods. Delivery timelines are estimated and may vary due to factors beyond Tictac Interiors' control, including the delivery partners' internal logistics processes and customs procedures in the destination country;
4.2.3. Goods are transported to, and stored at, the premises of Tictac Interiors prior to final delivery and installation at the Client’s specified delivery address, subject to Clause 4.3 and 4.4.
4.3. For some Orders, it may be necessary for the Goods to be delivered directly to the Client’s delivery address prior to the scheduled installation date, instead of being transported to and stored at the premises of Tictac Interiors. In such cases, Tictac Interiors will notify the Client in advance, and the Client shall be responsible for accepting the delivery in accordance with these Terms and Conditions. The Client is also responsible for ensuring the Goods are safely stored and protected until installation.
4.4. If the Client requests the Goods be delivered directly to Client’s delivery address prior to the scheduled installation date, the Client must notify Tictac Interiors in advance. The Client shall be responsible for accepting the delivery, ensuring the Goods are safely stored and protected until installation, and any associated costs or risks after delivery. Tictac Interiors shall not be liable for any loss, damage, or deterioration of the Goods after delivery to the Client’s specified address, except as required by law.
4.5. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the address for delivery specified by the Client in the Order.
4.6. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Tictac Interiors shall not be liable (including for the avoidance of doubt and without limitation, any loss of income or revenue, loss of business, loss of anticipated savings, loss of data or any waste of time related to a cancelled installation appointment) for any delay in delivery of, or failure to deliver, the Goods that is caused by a Force Majeure Event or the Client’s failure to provide Tictac Interiors with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7. If Tictac Interiors fails to deliver the Goods within 4 months, unless otherwise specified, its liability shall be limited to the costs and expenses reasonably incurred by the Client in obtaining replacement goods of similar description and quality, less the price of the undelivered Goods. Tictac Interiors shall not be liable for any additional costs or consequential losses arising from such non-delivery.
4.8. If the Client fails to accept delivery of the Goods when Tictac Interiors offers to deliver them, or fails to take delivery of the Goods within four Business Days of being notified in writing that the Goods are in delivery then, except where such failure or delay is caused by a Force Majeure Event or Tictac Interiors' failure to comply with its obligations under the Contract:
4.8.1. the delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day Tictac Interiors offered them for delivery, or at 9.00 am on the fourth Business Day following the day Tictac Interiors notified the Client in writing that the Goods were ready (as applicable); and
4.8.2. Tictac Interiors shall store the Goods until redelivery takes place and charge the Client for all reasonable costs incurred, including original delivery costs, redelivery costs, and a daily storage fee as set out in the current pricing schedule or as reasonably incurred.
4.9. If, 30 (thirty) Business Days after the day on which Tictac Interiors offered the Goods for delivery or notified the Client that the Goods were ready for delivery, the Client has not taken delivery of them, Tictac Interiors may resell or otherwise dispose of part or all of the Goods. For Goods that are made-to-measure, the Client shall not be entitled to a refund of the purchase price, and Tictac Interiors reserves the right to recover from the Client any additional costs incurred in relation to the storage, handling, resale, or disposal of the Goods.
4.10. The Client understands and acknowledges that carriers of goods require claims to be made within the period specified in their conditions of carriage and agrees that if on receipt any Goods are found to be damaged or part missing, the Client shall endorse the receipt to the carrier describing its condition or loss and shall notify the carrier and Tictac Interiors within such period as such carrier’s conditions of carriage may stipulate. Parcel staining or damage should be reported to the delivery courier upon the delivery of Goods to the Clients' delivery address.
4.11. The risk in the Goods shall pass to the Client on completion of delivery.
4.12. The title to the Goods shall not pass to the Client until Tictac Interiors receives payment in full for the Goods and any other goods that Tictac Interiors has supplied to the Client in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
4.13. Until title to the Goods has passed to the Client, the Client shall maintain the Goods in satisfactory condition, keep the Goods insured against all risks for their full price from the date of delivery and notify Tictac Interiors immediately if it becomes subject to any of the events listed in clauses 10.1.2to 10.1.5.
4.14. If before title to the Goods passes to the Client, the Client becomes subject to any of the events listed in clauses 10.1.2to 10.1.6, then, without limiting any other right or remedy Tictac Interiors may have:
4.14.1. the Client's right to use the Goods in the ordinary course of its business ceases immediately; and
4.14.2. Tictac Interiors may, after given prior notice in writing to the Client, at any time require the Client to deliver up all Goods in its possession and if the Client fails to do so promptly, enter any premises of the Client and/ or of any third party where the Goods are stored in order to recover them.
4.15. For deliveries made outside of the United Kingdom and the European Union, the Client shall be solely responsible for any customs duties, taxes, or other charges imposed by the destination country’s border authorities. Tictac Interiors will inform the Client in writing at the time of preparing the Quotation or accepting the Order that such charges may apply. The Client is required to pay these charges promptly upon demand by Tictac Interiors. Tictac Interiors accepts no liability for delays, costs, or other consequences arising from the Client’s failure to settle these charges in a timely manner. If such failure results in the Goods being returned to Tictac Interiors, the Client shall bear all associated costs, including redelivery or storage fees.
5. INSTALLATION
5.1. Where the Client requires specific Goods that are made-to-measure and/or installation services provided by Tictac Interiors:
5.1.1. the Client commits to informing Tictac Interiors of any known issues that could affect the installation process;
5.1.2. Tictac Interiors recommends that the Client seek professional advice from qualified surveyors, electricians, or other experts to confirm the suitability of the installation site if there is any uncertainty about structural risks or compliance with applicable laws. Tictac Interiors shall not be liable for any consequences arising from the Client’s failure to seek such advice;
5.1.3. the Client is solely responsible for ensuring that the specified installation site complies with all applicable laws, regulations, and requirements, including but not limited to local building codes, listed building protections, and other statutory requirements. The Client shall also ensure that the site is free from structural risks, such as hidden pipes, wiring, or other hazards that could be affected by the installation of the Goods;
5.1.4. the Client warrants that the installation site is suitable for the installation of the Goods and that there are no legal, structural, or regulatory restrictions prohibiting the installation. The Client agrees to indemnify and hold Tictac Interiors harmless from any claims, costs, damages, or penalties arising from a breach of this warranty, including but not limited to legal violations or damage to property caused by the installation;
5.1.5. Tictac Interiors shall not be liable for any damage to property, including but not limited to damage to pipes, wiring, or other structural elements, arising from installation of the Goods in the specified location, where such damage is due to hazards or conditions that were not disclosed to or reasonably identifiable by Tictac Interiors.
5.1.6. for installations in locations that may involve additional legal, structural, or regulatory considerations, including but not limited to listed buildings, properties with potential hidden hazards (such as pipes or wiring), or other high-risk scenarios, the Client may be required to sign a separate Indemnity Agreement prior to the commencement of installation. This agreement outlines the Client’s responsibilities and liabilities specific to the installation site.
5.2. All Goods installed by Tictac Interiors, where required by law (for example blinds with cords, chains, or loops), will include child safety mechanisms. These safety mechanisms cannot be omitted or removed as per the British Standards for Internal Blinds (BS EN 13120:2009+A1:2014). By proceeding with the Order, the Client acknowledges and accepts this legal requirement. If the Client requests the Goods and or Services to be provided without the child safety mechanism after the Order has been confirmed or requests its removal during the installation, Tictac Interiors will not be able to comply with such a request and will not proceed with the Order or/ and installation. In such cases, no refund will be provided.
5.3. If the Client removes, alters, or otherwise interferes with the child safety mechanisms post-sale or post-installation, Tictac Interiors shall not be liable for any consequences, including but not limited to personal injury, death, or regulatory non-compliance. The Client assumes full responsibility for any modifications made to the installed Goods and or Services after completion of the installation.
6. COMPLETION AND POST-INSTALLATION CHANGES
6.1. Where the Client requires specific Goods that are made-to-measure and/or installation services provided by Tictac Interiors:
6.1.1. the Client will be required to inspect all Goods and/or Services immediately upon completion of the services while Tictac Interior representatives are still present at Client’s premisses. The Client shall acknowledge that the installation has been carried out to the agreed specifications and the Client shall confirm that the Client accepts the Goods and/or Services as complete and satisfactory;
6.1.2. any further adjustments or modifications requested by the Client to the Goods and/or Services included in the Order expressed by the Clients after the completion of the services - for example, changes to the Bespoke Specification or the place of installation - that do not fall within the warranty provisions set out in clause 8will be treated as a new Order and will incur additional charges. This does not affect the Client's rights under the warranty or applicable consumer protection laws.
7. PRICE AND PAYMENT
7.1. The price of standard Goods shall be the price displayed on Tictac Interiors' website as at the date of the Client's Order or such other price as confirmed in writing by Tictac Interiors. For made-to-measure Goods and/or Services provided by Tictac Interiors, the price shall be as set out in a written Quotation prepared for the Client.
7.2. All prices are exclusive of applicable taxes, delivery charges, and other fees, unless otherwise stated in writing.
7.3. For made-to-measure Goods and/or Services, a deposit of up to 100% of the agreed price, depending on the Order value and scope, shall be payable by the Client upon acceptance of the Quotation provided by Tictac Interiors. The deposit amount and payment terms will be outlined in the Quotation. Tictac Interiors shall commence production of the Client’s Order only after the deposit payment has been received.
7.4. Tictac Interiors reserves the right to require full payment (100 % deposit) prior to commencing production of the made-to-measure Goods and their installation in certain cases. If the payment is not received as required, the production of Goods and their installation will be postponed until the outstanding balance is paid in full. Tictac Interiors shall not be held liable for any delays, costs, or loss of time resulting from the Client's failure to make timely payment.
7.5. Once production of the Client’s Order has commenced, deposits are non-refundable, except in cases where the Order cannot be fulfilled due to circumstances solely attributable to Tictac Interiors.
7.6. In the event of a Force Majeure Event that affects the availability of specified materials after Tictac Interiors has commenced work on the Order:
7.6.1. the deposit shall remain non-refundable; and
7.6.2. Tictac Interiors will make reasonable efforts to source alternative materials that closely match the original specifications in quality, appearance, and functionality. Both parties shall cooperate in good faith to approve the proposed alternatives;
7.6.3. Tictac Interiors will cover any reasonable additional costs for sourcing alternative materials. If the additional costs are substantial, Tictac Interiors reserves the right to seek the Client’s written approval for shared cost adjustments before proceeding. If no agreement is reached, both parties may renegotiate the Order or terminate it;
7.6.4. if Tictac Interiors cannot source alternative materials of similar quality and specifications, both parties agree to negotiate in good faith to amend the Order. If no agreement can be reached, the Order may be terminated, and the Client will be entitled to a refund of any remaining balance (excluding the non-refundable deposit);
7.6.5. Tictac Interiors shall not be liable for delays, cost increases, or changes in the Order arising from the unavailability of materials due to a Force Majeure Event, except as specified in this clause.
7.7. The Client shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice unless otherwise specified in writing by Tictac Interiors. If the deposit paid is less than 100% of the total Order value, the remaining balance shall be payable in full within 7 working days from the installation date, unless otherwise specified in writing by Tictac Interiors.
7.8. If the Client fails to make any payment due to Tictac Interiors under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
7.9. The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Tictac Interiors may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by Tictac Interiors to the Client.
7.10. In the event that the final balance payment is not received by Tictac Interiors as listed in 7.7or the Client otherwise fails to make payment in accordance with the Terms of the Contract, Tictac Interiors reserves the right to engage internal or external debt collection services to recover the outstanding amount. The Client shall be liable for any reasonable costs incurred by Tictac Interiors in pursuing the debt, including charges associated with engaging a debt collection agency or legal proceedings, provided such costs are proportionate and comply with applicable laws. Tictac Interiors shall notify the Client in writing of the outstanding payment and provide a reasonable period for payment prior to instructing any debt collection agency. Interest on overdue amounts will accrue at the rate specified in 7.8.
8. QUALITY AND WARRANTY
8.1. Goods provided by Tictac Interiors include standard and made-to-measure draperies and soft furnishings and are produced in the UK and in the EU from fabrics of British and international suppliers. Tictac Interiors is required by BS EN 13120:2009+A1:2014 and the General Product Safety Regulations 2005 to ensure the Goods are compliant at the point of sale. All Goods supplied by Tictac Interiors, where required by law (for example blinds with cords, chains, or loops), will include child safety mechanisms. These safety mechanisms cannot be omitted or removed as per the British Standards for Internal Blinds.
8.2. The Goods received by Clients from Tictac Interiors must be; of satisfactory quality, fit for purpose or any purpose made known to Tictac Interiors, and must meet any description given.
8.3. For Goods provided by Tictac Interiors which are made-to-measure to the specifications, style, and fabric selected and approved by the Client, Tictac Interiors will collect specification which includes all the necessary information in relation to the Goods required, including:
8.3.1. size, measurements and dimensions of the Goods; and
8.3.2. materials, fabric, colours, patterns, design and texture of the Goods;
(a “Bespoke Specification”) to the extent that the Goods are made-to-measure in accordance with a Bespoke Specification.
8.4. Where Tictac Interiors undertakes responsibility for taking specifications for the Goods, Tictac Interiors warrants that such measurements will be accurate and fit for the purpose of producing the Goods in accordance with the agreed specifications. If the Goods are incorrect due to inaccuracies or errors in the measurements taken by Tictac Interiors, Tictac Interiors will, at its discretion, either rectify or replace the Goods at no additional cost to the Client.
This warranty does not extend to errors arising from: changes made to the property after the measurements were taken; obstructed access during measurements or installation; or structural or environmental conditions not disclosed to Tictac Interiors at the time of measurement.
8.5. Where the Client undertakes responsibility for providing specifications for made-to-measure Goods, the following terms apply:
8.5.1. The Client shall indemnify Tictac Interiors against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other reasonable professional costs and expenses) suffered or incurred by Tictac Interiors in connection with any claim made against Tictac Interiors for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Tictac Interiors’ use of the specification to manufacture the Goods, provided that Tictac Interiors has adhered to the Client’s specifications
8.5.2. Tictac Interiors does not warrant that the Client’s measurements or specifications will be accurate or fit for the purpose of producing the Goods in accordance with the agreed specifications.
8.5.3. If the Goods are incorrect or defective due to inaccuracies or errors in the Client’s measurements or specifications, Tictac Interiors shall not be obligated to rectify or replace the Goods at no additional cost to the Client.
8.6. The Client acknowledges and accepts that:
8.6.1. Tictac Interiors reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements;
8.6.2. colour variations occur between batches of the Goods and Tictac Interiors cannot guarantee an exact colour match to a sample;
8.6.3. all fabrics eventually fade, Tictac Interiors recommends that curtains made from the Goods are lined to reduce the effects of direct sunlight on the Goods and Tictac Interiors accepts no liability in respect of Goods which fade after delivery;
8.6.4. the appearance of the Goods may alter if they are subjected to any treatments, such as flameproofing, either by spraying or processing of any kind;
8.6.5. it is usual for fabrics to have up to 5% residual shrinkage;
8.6.6. there may be residual and atmospheric shrinkage of fabrics due to temperature and humidity changes and allowances must be made for this when sewing hems and linings and no claims will be allowed which arise as a result of clauses 8.6.1 or 8.6.2 above or for changes in the Goods arising under the circumstances set out in clauses 8.6.3 to 8.6.6 above, and shall not entitle the Client to: (i) reject the goods; (ii) withhold or reduce payment of the final amount due; or (iii) make any warranty claims for such variation.
8.7. Subject to the clauses 8.4 to 8.6, and invoice for the Goods and/ or Services paid in full, Tictac Interiors warrants that, for a period of 12 months from the Order, or where the Client requires specific Goods which are made-to-measure and installation Services provided by Tictac Interiors, for a period of 12 months from date of installation, all Goods and/ or Services supplied will be free from defects in materials and workmanship.
8.8. Subject to the clause 8.8, if:
8.8.1. the Client gives notice in writing to Tictac Interiors within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.7;
8.8.2. Tictac Interiors is given a reasonable opportunity of examining such Goods; and
8.8.3. the Client (if asked to do so by Tictac Interiors) returns such Goods to Tictac Interiors' place of business at the Client's cost, Tictac Interiors shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
8.9. Tictac Interiors shall not be liable for Goods' failure to comply with the warranty set out in clause 8.7in any of the following events:
8.9.1. the Client makes any further use of such Goods after giving notice in accordance with clause 8.8;
8.9.2. the defect arises because the Client failed to follow Tictac Interiors' oral or written instructions as to the storage, cleaning or use of the Goods or (if there are none) good trade practice regarding the same;
8.9.3. the defect arises due to incorrect installation of the Goods by the Client or any third-party service provider, or if the Goods are taken down, reinstalled, relocated, or otherwise manipulated by the Client or a third party after the original installation provided by Tictac Interiors, regardless of whether the Goods are reinstalled in the same location or elsewhere;
8.9.4. the defect arises due to the incorrect specification of made-to-measure Goods where the Bespoke Specification, including but not limited to size, measurements, dimensions, materials, fabric, colours, patterns, or designs, was supplied by the Client and used by Tictac Interiors in the manufacture of the Goods;
8.9.5. the defect arises due to any changes made to the original target place of installation of the made-to-measure Goods after the Bespoke Specification was taken by Tictac Interiors, including but not limited to alterations to the dimensions, structure, or environment of the installation site, which affect the fit, functionality, or suitability of the Goods;
8.9.6. the client has, processed, treated, cut up, or otherwise dealt with the Goods;
8.9.7. the defect arises as a result of fair wear and tear, sunlight, wilful damage, negligence, abnormal storage, misuse, use of the product for purposes other than those for which it was designed, or failure to follow the Good’s intended use or care instructions.
8.10. Tictac Interiors shall not be liable for any issues, defects, or damages arising in connection with fabrics supplied directly by the Client, including but not limited to their delivery, quality, condition, or suitability. The Client assumes full responsibility for ensuring that any such fabrics meet the necessary standards and specifications required for the intended use. Furthermore, Tictac Interiors shall not be responsible for returns, exchanges, or financial reimbursement related to these fabrics, nor for any delays or complications resulting from their use in manufacturing, installation, or application.
8.11. Except as provided in this clause 8, Tictac Interiors shall have no liability to the Client in respect of the Goods' failure to comply with the warranty set out in clause 8.7.
8.12. To the fullest extent permitted by law, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from this Contract. This exclusion does not affect any statutory rights that the Client may have under applicable consumer protection laws.
8.13. The conditions specified in 8shall apply to any replacement Goods supplied by Tictac Interiors.
8.14. Where Tictac Interiors provides installation, repair, or modification services for pre-existing Goods not originally supplied by Tictac Interiors, the warranty shall apply only to the specific workmanship or components installed by Tictac Interiors and shall not extend to the original Goods. For the avoidance of doubt, where Tictac Interiors installs, alters, or integrates new components into pre-existing Goods, the warranty shall be limited to the elements directly worked upon by Tictac Interiors and shall not cover any pre-existing defects, wear and tear, or failures in the original Goods.
9. INTELECTUAL PROPERTY
9.1. All Intellectual Property Rights in any and all Works and/or Goods and/ or Services shall remain, at all times, the property of Tictac Interiors and/or Tictac Interiors’ suppliers or sub-contractors.
9.2. The Client shall not, and shall procure that the Client’s employees, agents and sub-contractors shall not, use any Intellectual Property Rights in or relating to the Goods and/ or Services, without obtaining the express written consent of Tictac Interiors.
9.3. The Client shall not register any trademark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trademark or trade name which Tictac Interiors claims rights in anywhere in the world.
9.4. All Intellectual Property Rights depicted on the Goods are the property of Tictac Interiors and may not be copied or otherwise reproduced without the express written permission of Tictac Interiors.
9.5. All Intellectual Property Rights belonging to Tictac Interiors and depicted on any website operated by Tictac Interiors may not be copied or otherwise reproduced without the express written permission of Tictac Interiors.
9.6. The Client shall immediately notify Tictac Interiors in writing of any actual, suspected or threatened infringement of any of the Intellectual Property Rights in or relating to the Works and/or Goods and/or Services. The Client agrees (at Tictac Interiors’ request and expense) to do all such things as may be reasonably required to assist Tictac Interiors in taking or resisting any proceedings in relation to any infringement.
9.7. Due to the nature of the Goods and/ or Services, the Client and Tictac Interiors agree that the Client shall maintain adequate facilities suitable for displaying the Goods to its customers and shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Intellectual Property Rights in or relating to the Works and/or Goods and /or Services.
9.8. Notwithstanding clause 9.1:
9.8.1. all Intellectual Property Rights arising out of or in connection with made-to-measure Goods which are produced in accordance with a Bespoke Specification supplied by the Client will be and remain vested in the Client or its third-party licensors (as applicable);
9.8.2. to the extent the Client provides any Bespoke Specification, data, materials and other equipment to Tictac Interiors for the supply of the Goods, it is acknowledged that these are and shall remain the exclusive property of the Client;
9.8.3. the Client warrants and represents it has the necessary rights and permissions to provide the Bespoke Specification and materials under 9.8.2to Tictac Interiors.
10. TERMINATION AND SUSPENSION
10.1. Tictac Interiors may terminate the Contract or cancel or suspend all further deliveries of Goods and/ or provision of Services under the Contract or under any other contract between the Client and Tictac Interiors with immediate effect without incurring any liability to the Client, and all outstanding sums in respect of Goods delivered to the Client and/ or Services shall become immediately due if the Client:
10.1.1. commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 10 (ten) Business days after receipt of notice in writing requiring it to do so; or
10.1.2. summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing by the party serving notice), is subject to a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing by the party serving notice), has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under Part 26 (arrangements and reconstructions) Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House; or
10.1.3. becomes bankrupt, insolvent, makes any composition with his creditors, has a receiver appointed under the Mental Health Act 1983 or dies; or
10.1.4. has the equivalent of any of the above occur with respect to it in any jurisdiction to which it is subject; or
10.1.5. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.6. Tictac Interiors reasonably believes that one of the above circumstances is about to occur.
10.2. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
11. LIMITATION OF LIABILITY
11.1. Nothing in these Terms and Conditions shall limit or exclude Tictac Interiors’ liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; fraud or fraudulent misrepresentation; any other liability which cannot be limited or excluded under applicable law.
11.2. Subject to clause 11.1Tictac Interiors shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and Tictac Interiors' total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
12. FORCE MAJEURE
12.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
13. GENERAL
13.1. Assignment and other dealings. Tictac Interiors may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Tictac Interiors.
13.2. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and may be delivered by hand, first class post, Special Delivery post, fax or email, addressed to that party at its home address, delivery address, registered office, principal place of business or such other address, fax number or email address as that party may have specified to the other party in writing.
13.3. 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 shall not affect the validity and enforceability of the rest of the Contract.
13.4. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.6. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Tictac Interiors.
13.7. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
13.8. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).