Design & Management Agreement

1. Definitions

In this Agreement, the following terms have the following meanings:

“Project Value”: the total cost of the works excluding VAT and all Fees, comprising the cost of all furnishings, fittings and finishes and any principal and tertiary contractor costs arranged by the Contractor on the Client’s behalf.
“Supplied Items”: any furniture, fixtures, finishes or other goods sourced and supplied by the Contractor for the project.
“Supplied Price”: the single price at which a Supplied Item is quoted to the Client, inclusive of any trade discounts for the item itself, and exclusive of the Procurement & Logistics margin described in clause 4.
“Design Fee”, “Management Fee”, “Procurement & Logistics margin”, collectively the “Fees”: the fees set out in clause 4.
“Deliverables”: all materials produced by the Contractor under this Agreement or during the Initial Consultation, including concept documents, mood boards, floor plans, technical drawings, specifications, FF&E schedules, renders and written materials.
“Sign-Off”: the Client’s approval of the final design, or of completed works, as the context requires.
“UK Data Protection Law”: the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and any successor legislation.
“Final Invoice”: the final invoice delivered to the Client after the completion of works by the Contractor which details the balanced owed to the Contractor, produced following a full reconciliation of all costs and fees incurred and owed to the Contractor, and all payments made on account by the Client.

2. Term of Agreement

This Agreement comes into force on the Commencement Date and continues until the project is wholly completed, or all invoice are settled.

3. Provision of Services

The Client engages the Contractor to provide the services selected in the signature schedule (the “Services”), structured in the following stages.

Stage 1 — Initial Consultation. The Initial Consultation is free of charge and sits outside this Agreement. It is expected that the Client has undertaken the Initial Consultation, which includes a project quotation estimate, before selecting a Service level under this Agreement. This is prior to detailed consultation about the project that would be included under the Design Stage.

Stage 2 — Design Stage. For the Design Fee, the Design Stage includes, to the extent that they are needed: detailed drawings, the Schedule of Works, the proposal for fixtures, fittings, furniture and finishes, a granular breakdown of costings, renders and a project timeline estimate, refined with the Client to Sign-Off.

Stage 3 — Project Management. Where selected, the Contractor manages delivery of the project for the Management Fee. This includes managing contractors, deliveries, installation, plant and machinery hire, other day-to-day site management and installation of Custom Items and Furnishings.

4. Fees and Project Value

The Contractor’s fees comprise the three components below, stated exclusive of VAT.

Component	Rate	Basis and notes
Design Fee	15% of Project Value	Charged on every project, including design-only engagements. Subject to a minimum of £2,500. Covers concept, floorplans, palettes, material samples, FF&E schedules, renders and a fully costed specification, refined to Sign-Off.
Management Fee	10% of Project Value	Charged only where the Contractor manages the build, in addition to the Design Fee. This covers day-to-day site management and contractor co-ordination through to handover.
Procurement & Logistics	10% on Supplied Items	Applied to all items supplied by the Contractor and quoted within the single “supplied price”, applicable where the Contractor arranges for the delivery of items.
Minimum Engagement	£1,500	Every project carries a minimum Design Fee of £1,500, collected as a deposit on instruction and credited in full against the Design Fee.

The benefit of trade pricing is reflected in the Supplied Price, against which only the disclosed Procurement & Logistics margin is applied.

5. Custom Items and Furnishings

Custom Items and Furnishings are those commissioned to a particular specification. Where the Contractor manages the build, their design, procurement and installation are covered by the Management Fee and the Procurement & Logistics margin. Where the Client engages the Contractor on a design-only basis but asks them to procure Custom Items, a management charge of £60 + VAT per hour applies, in addition to the associated costs of the items (such as manufacturing and delivery and, if applicable, the Procurement and Logistics Margin).

6. Statement of Work and Schedules

This Agreement is to be read together with the materials provided to the Client during and following the Initial Consultation. By signing, the Client confirms it is satisfied with those materials. The Client accepts that proposals and estimates given at Initial Consultation are estimates only and cannot be guaranteed.

On signing, the Contractor will prepare a Schedule of Fixtures, Fittings and Furnishings listing the required items, services and costs. The Contractor will endeavour to make this accurate, however, the Schedules are subject to change.

7. Payment

Payment is staged to the project. Client funds are held in a dedicated account for the Client’s project.

Stage 1 — On instruction. A £1,500 design deposit secures the Client’s dedicated designer, reserves the project in the Contractor’s schedule and begins the Design Stage. This payment will be credited in full against the Design Fee.
Stage 2 — Pre-works (on design Sign-Off, before anything is ordered). On approval of the final design, a pre-works invoice settles into the dedicated project account: 100% of Supplied Items at the Supplied Price, and 50% of contractor costs. These payments are required prior to the commencement of work.
Stage 3 — On completion and handover. The Final Invoice will be produced detailing the balance owed and reflects a full reconciliation of all costs, Fees and monies already paid.

Design only. The Client pays the £1,500 deposit on instruction and the balance of the 15% Design Fee on release of the completed specification.
Invoices are payable within 7 days of receipt. Once the Contractor commits to a supplier or contractor on the Client’s instruction, those sums become non-refundable. All amounts are exclusive of VAT, which is applied at the prevailing rate. Overdue invoices accrue interest at 8% above the Bank of England base rate.

8. Pricing Variations and Changes to Scope

Any material change to the brief, scope or specification will be recorded in writing, and any incidental or variation cost will be approved by the Client in advance before it is incurred unless the variation cost is within 10% of the quoted Supplied Price for any individual Supplied Item, such an increase being included within the final Project Value.

The Client acknowledges and agrees that the cost of delivery and carriage for Supplied Items is not included in the Supplied Price and that the Contractor may spend up to 2% of the Project Value on delivery and carriage without pre-approval the Client, such costs being included within the final Project Value.

The Contractor reserves the right to designate a contingency fund of 5% of the Project Value, in addition to the 10% variation on Supplied Items and 2% delivery and carriage costs detailed within this section 8, which they may spend without pre-approval from the Client, such an increase being included within the final Project Value.

Currency

Except as otherwise provided, all monetary amounts in this Agreement are in GBP.

10. Services Outside the Agreed Service Level

The agreed Service level includes only what is described in clause 3. Any services outside the agreed Service level are charged at a minimum of £60 + VAT per hour. This rate may vary where specialist or additional expertise, assistance or materials are required.

11. Brand Standard and HeimHost Management

Where the Client chooses not to undertake recommendations the Contractor which are considered necessary to reach The Heim’s brand standard, the property may not meet that standard, and HeimHost Limited may decline management of a property that does not meet The Heim’s brand standard.

Short-term-let setup and guest amenities (e.g. linens, soap bottles, crockery, cutlery etc.) are arranged separately by HeimHost Limited and are not included under this Agreement.

13. Exclusivity

The Client grants the Contractor full exclusivity to provide the Services within this Agreement, and may not instruct another contractor or third party to provide these Services, or services similar to them, for the Term of this Agreement.

14. Client Responsibilities, Local Authority and Building Control

It is the sole responsibility of the Client to inform Building Control and/or the Local Authority about works commencing under this Agreement, and to obtain any necessary permissions, including planning permission, required for the Services to proceed. This may be delegated to the Contractor, however, this may incur additional charges.

15. Frustration

The Client agrees not to frustrate, by act or omission, the Contractor’s ability to deliver the Services and perform its obligations. Where the Client does so, the Contractor will not be held responsible for any resulting failure to deliver, and the Client will be responsible for all costs incurred as a result. This includes, without limitation: withholding information; supplying false or incorrect information; denying access to the property; instructing alternative service providers (see clause 13); and not responding to communications in a timely manner such that it is harmful to the Contractor’s ability to provide the service.

16. Intellectual Property

All intellectual property and related material, including any goodwill and any registrations or applications and rights in any patent, copyright, trademark, trade dress, industrial design and trade name developed or produced under this Agreement or during the Initial Consultation, is the property of the Contractor. On successful completion of the Services and satisfaction of all outstanding invoices, ownership of the intellectual property produced under this Agreement transfers to the Client.

Until ownership transfers, the Client may not disclose any Deliverable to any other person without the Contractor’s express written permission, and unauthorised disclosure before transfer will make the Client liable for any damages incurred. The Client agrees that the Contractor may use the intellectual property produced under this Agreement in its promotional materials, including after ownership has transferred to the Client, under an irrevocable, perpetual, royalty-free licence.

17. Artificial Intelligence Use and Data Responsibility

AI use. The Contractor uses artificial intelligence tools to support its work, including administrative tasks, drafting communications, research, and aspects of the creative process such as concept development, visualisation and rendering. All AI-assisted output is reviewed and approved by a member of the Contractor’s team, before it is issued to the Client. The Contractor does not input the Client’s personal data or confidential information into any AI tool unless that tool operates under a confirmed zero data-retention arrangement or an equivalent data-protection standard.

Client obligations. All Deliverables remain the Contractor’s intellectual property until full payment is received and are protected by copyright thereafter under the Copyright, Designs and Patents Act 1988. The Client must not input any Deliverable, in whole or in part, into any artificial intelligence tool, platform or model. This includes, without limitation, AI image generators, large language model tools, design platforms with AI features, and any tool whose terms of service permit submitted content to be used for model training.

Submitting Deliverables to such tools may constitute unauthorised reproduction or distribution of copyright material and the Contractor cannot be responsible for the accuracy, quality or legal standing of any AI output that incorporates or is derived from its work. If the Client is unsure whether a specific tool complies with this clause, it must contact the Contractor before use.

Breach of this clause may constitute copyright infringement and will be treated as a material breach of this Agreement.

18. Data Protection

Each Party will comply with UK Data Protection Law in connection with this Agreement. The Contractor processes the Client’s personal data only as necessary to provide the Services. The Contractor will apply appropriate technical and organisational measures to protect personal data.

19. Confidentiality and Trade Secrets

Trade Secrets include any data, information, technique, process, tool, mechanism, formula, compound, pattern or test result relating to the business of either Party which is secret and proprietary and gives that business a competitive advantage. Each Party agrees not to disclose, divulge, reveal, report or use any Trade Secret of the other Party for any purpose, except as authorised by the other Party or required by law. These obligations apply during the Term and survive indefinitely after termination.

20. Return of Property

On expiry of this Agreement, each Party will return any property, documentation, records or confidential information belonging to the other Party.

21. Capacity / Independent Contractor

The Contractor provides the Services as an independent contractor and not as an employee of the Client. This Agreement does not create a partnership or joint venture and is exclusively a contract for services.

22. Indemnification

Except to the extent paid in settlement from applicable insurance, and to the extent permitted by law, each Party indemnifies and holds harmless the other Party and its directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns against any claims, losses, damages, liabilities, penalties, expenses and reasonable legal fees arising out of any act or omission of the indemnifying Party in connection with this Agreement. Either Party may remedy the act or omission before paying monies to resolve it. This indemnification survives for one year after termination.

23. Limitation of Liability

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud, for breach of the statutory rights of a consumer Client, or for any liability that cannot lawfully be excluded. Subject to that, the Contractor’s total liability arising under or in connection with this Agreement is limited to the total Fees paid by the Client under it.

24. Notice

All notices required or permitted under this Agreement will be in writing and delivered to the Parties’ addresses, or to such other address as either Party may notify to the other.

25. Modification

Any amendment or modification of this Agreement, or any additional obligation assumed by either Party in connection with it, is binding only if recorded in writing with the mutual consent of both Parties.

26. Assignment

The Contractor will not assign or transfer its obligations under this Agreement without the prior written consent of the Client.

27. Entire Agreement

There is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in it.

28. Enurement

This Agreement enures to the benefit of and binds the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

29. Titles / Headings

Headings are for convenience only and are not to be considered when interpreting this Agreement.

30. Additional Terms for Consumer Clients

Statutory rights preserved. Nothing in the Agreement affects the Client’s statutory rights as a consumer, including the right under the Consumer Rights Act 2015.
Starting work during the cancellation period. If the Client wants the Contractor to begin the Services, or to order Supplied Items, during the 14-day cancellation period, the Client must expressly agree to this below. The Client acknowledges that: (i) if the Services are fully performed within the period, the right to cancel is lost; and (ii) if the Client cancels after asking the Contractor to begin, the Client must pay for the Services provided, and for any goods ordered or made to specification, up to the point of cancellation.
Bespoke and made-to-measure goods. The right to cancel does not apply to Supplied Items that are made to the Client’s specification or are clearly personalised, including Custom Items and Furnishings, once they have been ordered.

31. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales and is enforceable by the courts of England and Wales.

32. Severability

If any provision of this Agreement is held invalid or unenforceable in whole or in part, the remaining provisions continue in full force, with the invalid or unenforceable part severed.

33. Termination

This Agreement may be terminated where either Party fails to uphold, or acts in contravention of, any of its terms. Written notice of no less than 4 weeks is required, with an explanation of the reasoning. The Contractor will be compensated for Design and/or Management services performed prior to the notice of termination at the agreed Fees, in addition to their costs incurred. Notice of termination may be retracted within the 4-week notice period by mutual consent, and the Agreement will continue as before.