Terms and Conditions of Studio O Interiors Ltd

DEFINITIONS AND INTERPRETATION

1.1. The defined terms in these Conditions shall have the meanings set in the Letter of Appointment and as below:

Agreement: The contract of appointment between the Client and Studio O Interiors consisting of: (a) the Letter of Appointment: (b) the Studio O Interiors Terms and Conditions of Appointment (‘Conditions’); (c) the Schedules attached to the Letter of Appointment. The Letter shall take precedence in the event of any conflict with these Conditions or any other part of the Agreement.

Attachments: Any documents, drawings, briefs, images or other materials of whatever form which help to define the Project, the Services or the parties’ requirements and obligations under the Agreement and which have been identified as being part of the Agreement by being initialled or signed by the parties entering into the Agreement.

Studio O: Studio O Interiors Ltd (Registered Office Address: Ground Floor Flat 95, Lewin Road, London, SW16 6JX. Company Number: 08911309).

Fees: the fees for Studio O Interiors Services along with disbursements and costs payable as set out in the Schedule of Fees.

FF&E: Furniture, fittings and equipment, including loose furniture, curtains, carpets, fixtures, materials including as may be further defined in the Letter.

Letter: The Letter of Appointment setting out the basis of the Agreement.

Project: The project to which the Agreement relates as identified in the Letter.

Site/Premises: The site of the Project and/or the premises to which the Project relates.

Services: The services, works or supplies to be undertaken by Studio O Interiors as identified in the Letter, in the Schedule of Services and any additional Services or variation to the Services which may arise.

Statutory/Regulatory requirements: Any statutory or regulatory requirements applicable to the Project, the site of the Project or the Services including but not limited to, where applicable, the Construction (Design and Management) Regulations 2015.

VAT: Value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.

1.2. Any notice or other document required under the Agreement shall be in writing and given or served by any effective means to the address of the recipient specified in the Letter or such other address notified to the other party in writing.

1.3. Communications between the Client and Studio O Interiors that are not such notices or other documents may be sent to any other address, including an email address, notified by the other party as an appropriate address for specific communications. Communications take effect on receipt, but if not in writing are of no effect unless and until confirmed in writing by the sender or the other party.

1.4. Communications sent by special delivery or recorded delivery shall be deemed (subject to proof to the contrary) to have arrived at the appropriate address on the second working day after posting.

1.5. The language on which this agreement along with the Services to be provided and communications between the parties will be English. Measurements and weights will be assessed in metric or imperial units.

1.6. Where under the Agreement an action is required within a period of days from a specified date, that period commences immediately after that date. The period shall include Saturdays and Sundays but shall exclude any day that is a public holiday.

1.7. The Agreement is subject to the law provided for in the Letter and the parties submit to the non-exclusive jurisdiction of the courts of that same jurisdiction.

1.8. This Agreement takes effect from the date when Studio O Interiors begins performing the Services, regardless of the date of this Agreement.

2. GENERAL

Mutual obligations

2.1. The Client and Studio O Interiors shall work together in a spirit of mutual trust and co-operation.

Statutory/Regulatory Requirements

2.2. The Client and Studio O Interiors shall comply with their respective obligations (as may be applicable in regard to the Project) under the Statutory/Regulatory Requirements.

Photographs and information about the Project

2.3. Studio O Interiors shall have the right to take and publish digital images of the Project at any stage (including after completion). The Client shall act reasonably in giving access to the Project for this purpose.

3. DESIGNER OBLIGATIONS

3.1. Studio O Interiors shall undertake the Services from the Commencement Date exercising reasonable skill, care and diligence in accordance with the normal standards of Studio O Interiors’ s profession including in regard to:

3.1.1. performing the Services and discharging all obligations under the Agreement;

3.1.2. keeping the Client informed of progress and of issues that may materially affect any timetable for or the cost or finished quality of the Project;

3.1.3. co-operating with others engaged in relation to the Project; and

3.1.4. not making material alterations to designs previously approved by the Client without the Client’s prior consent, such consent not to be unreasonably withheld or delayed.

3.2. Studio O Interiors shall comply with the Client’s instructions, subject to Studio O Interiors’ s right of reasonable objection.

Limitation of warrant

3.3. Studio O Interiors is not liable for and does not warrant:

3.3.1. that the Project or the Services will be completed in accordance with any timetable or budget;

3.3.2. the performance, work or products of other persons engaged in connection with the Project, except in connection with those others (if any) in regard to which Studio O Interiors is acting as a principal;

3.3.3. the solvency or competence of any other person engaged in connection with the Project;

3.3.4. that approvals, permissions, consents, etc. from third parties will be granted; or

3.3.5. the accuracy of any survey made by Studio O Interiors.

4. CLIENT OBLIGATIONS

4.1. The Client shall provide accurate and reliable information relating to the Project which is necessary for the performance of the Services free of charge and in good time, and Studio O Interiors shall be entitled to rely upon such information.

4.2. The Client shall be responsible for (including for all costs and expenses) any applications required in relation to the Project from any third party including for consents under planning legislation, regulations or other statutory requirements.

4.3. The Client shall:

4.3.1. give decisions and approvals as necessary for the proper and timely performance of the Services; and

4.3.2. advise Studio O Interiors of the relative priorities in regard to any requirements or brief, or any Project budget or timetable.

4.4. In respect of any work or services in connection with the Project performed by any persons other than Studio O Interiors (e.g. other consultants, contractors), the Client shall hold such persons and not Studio O Interiors responsible for the competence and performance of their work and services including the management and operational methods used in connection with the carrying out and completion of work and services undertaken by such persons and for compliance with health and safety requirements.

5. ASSIGNMENT AND SUB-CONTRACTING

The Client shall not assign the benefit of the Agreement without the consent in writing of Studio O Interiors. Studio O Interiors may assign or sub-contract the whole or any part of its obligations under the Agreement without the prior written consent of the Client.

6. FEES AND PAYMENT

6.1. Fees and other payments for Services shall be calculated, charged and paid in accordance with the Letter, the Schedule of Fees and any additional fees or variation to the Schedule of Fees which may apply. VAT shall be payable on all sums due to Studio O Interiors at the applicable rate.

Fee adjustment

6.2. Studio O Interiors shall be entitled to reasonable additional payment calculated on a time-charge basis (unless another basis for payment is agreed or where applicable in the form of compensation for any loss and/or expense incurred by Studio O Interiors) if:

6.2.1. material changes are made to the previously agreed Client’s requirements, brief, budget, designs and/or timetable for the Project; and/or

6.2.2. the Services are reduced, varied or added to, including where for any reason only part of the previously agreed Services are instructed to be provided; and/or

6.2.3. where for reasons beyond Studio O Interiors’ s reasonable control Studio O Interiors is caused to incur loss and/or expense for which Studio O Interiors would not otherwise be fully remunerated.

6.3. Matters in relation to which Studio O Interiors shall be entitled to payment in accordance with Condition 6.2 include, but are not limited to, where:

6.3.1. Studio O Interiors is required to vary any item of design work commenced or completed pursuant to the Agreement or to provide a new design after the Client has already authorised Studio O Interiors to develop an approved design;

6.3.2. performance of the Services is delayed, disrupted or prolonged for matters outside Studio O Interiors’ s reasonable control; or

6.3.3. Studio O Interiors performs Services in connection with any work, installation or equipment which are then not executed under the direction of, or by, Studio O Interiors.

Expenses and disbursements

6.4. Unless otherwise referred to in the Letter, the Client shall reimburse Studio O interiors for reasonably incurred expenses and disbursements at cost plus any handling charge incurred by Studio O.

Payment

6.5. Studio O Interiors shall issue payment invoices at the intervals referred to in the Letter or the Schedule of Fees or, if not provided for, at intervals of not less than 1 month starting from the date of commencement of the Services.

6.6. The due date for payment of an invoice shall be the date of each invoice.

6.7. Each invoice shall state the sum that Studio O Interiors considers to be due as of the due date identified in the invoice and the basis on which that sum is calculated.

6.8. Within 5 days of each due date, the Client shall issue a notice stating the sum that the Client considers to be, or to have been, due at the due date and the basis on which that sum has been calculated (the ‘notified sum’). If the Client does not issue such a notice within 5 days of a due date, then the sum of Studio O Interiors’ s invoice shall be the notified sum for that due date.

6.9. The Client shall pay the notified sum within 14 days of the due date of an invoice (the ‘final date for payment’) unless the Client issues a notice under Condition 6.10. The Client shall not in any event delay payment of any undisputed part of the notified sum.

6.10. If the Client intends to pay less than the notified sum, the Client shall give a written notice to Studio O Interiors not later than 5 days before the final date for payment, specifying the amount that the Client considers to be due on the date the notice is served, the basis on which that sum is calculated and, if any sum is intended to be withheld, the ground for doing so or, if there is more than one ground, each ground and the amount attributable to it.

Set-off

6.11. The Client shall not withhold any amount due to Studio O Interiors under the Agreement unless the amount has been agreed with Studio O Interiors or has been decided by any tribunal to which the matter is referred as not being due to Studio O Interiors. All rights of set-off at common law or in equity which the Client would otherwise be entitled to exercise are expressly excluded.

Late payment

6.12. In the event that any amount under the Agreement is not paid when properly due, the payee shall be entitled to simple interest on such amount from the date it became overdue until the date that payment is received at the daily rate equivalent to 5% per annum above the dealing rate of the Bank of England current at the date that payment becomes overdue, together with such costs reasonably incurred and duly mitigated by the payee (including costs of time spent by principals, employees and advisors) in obtaining payment of that sum under the Agreement.

7. INTELLECTUAL PROPERTY AND USE OF INFORMATION

7.1. Studio O Interiors shall own all intellectual property rights in relation to the Services, including copyright in the drawings, documents, bespoke software, photographs and other marketing materials and all other work produced by, or on behalf of, Studio O Interiors in the performance of the Services (‘the Material’). Studio O Interiors asserts Studio O Interiors’ s moral rights and all other rights to be identified as the author of the Material.

7.2. Studio O Interiors shall not be liable if the Material is modified other than by or with the consent of Studio O Interiors or used for any purpose other than the purposes for which it was prepared.

7.3. Studio O Interiors s entitled to take photographs, video and any other images or recordings of the Project to be used solely for professional business purposes, design portfolio, website, social media and marketing and will not publish (without prior written consent) the name of the client and will endeavour to anonymise the Site/Premises of the Project.

8. LIABILITIES

Time limit for action or proceedings

8.1. No action or proceedings arising out of, or in connection with, the Agreement, whether in contract, tort, statutory duty or otherwise, shall be commenced after the period specified in the Letter or such earlier date as prescribed by law.

Limit of liability

8.2. In any action or proceedings:

8.2.1. no agent or employee of Studio O Interiors, shall be personally liable to the Client for any negligence, default or any other liability whatsoever arising from performance of the Services;

8.2.2. nothing in the Agreement shall limit or exclude Studio O Interiors’ s liability for:

8.2.2.1. death or personal injury caused by the negligence of Studio O Interiors’ s employees, agents or subcontractors;

8.2.2.2. fraud or fraudulent misrepresentation;

8.2.2.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) as appropriate;

8.2.2.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) as appropriate; or

8.2.2.5. defective products under the Consumer Protection Act 1987 as appropriate

subject to which Studio O Interiors shall not 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 Agreement.

8.2.3. Studio O Interior’s s total liability to the Client in respect of all Interiors losses (except those specified in Conditions 8.2.2.1 – 8.2.2.5) arising under, or in connection with, the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of: (a) the limit of liability specified in the Letter; or (b) the amount of professional indemnity insurance that Studio O Interiors is required to maintain in accordance with Condition 9.

Net contribution

8.3. Without prejudice to the provisions of Condition 8.2, the liability of Studio O Interiors shall not exceed such sum as it is just and equitable for Studio O Interiors to pay having regard to the extent of Studio O Interiors’ s responsibility for the loss and/or damage in question and on the assumptions that:

8.3.1. all other consultants, contractors and suppliers providing work or services or supplies for the Project have provided to the Client contractual undertakings on terms no less onerous than those of Studio O Interiors under the Agreement;

8.3.2. there are no exclusions or limitations of liability, joint insurance or co-insurance provisions between the Client and any other person referred to in this Condition 8.3; and

8.3.3. all the persons referred to in this Condition 8.3 have paid to the Client such sums as it would be just and equitable for them to pay having regard to the extent of the responsibility for that loss and/or damage.

Force majeure

8.4. If either party to the Agreement (‘the affected party’) is prevented, hindered or delayed in, or from, performing any of its obligations under the Agreement by an event of force majeure (which for the avoidance of doubt includes an epidemic or pandemic) it shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations and the time for performance shall be extended accordingly. The affected party shall use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations. If the event prevails for a continuous period of two months, then either party may terminate the agreement upon giving 7 days written notice to the other and on expiry of that notice period the Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement.

9. INSURANCE

9.1. Studio O Interiors shall obtain professional indemnity insurance in respect of the Services for not less than the amount stated in the Letter.

9.2. Studio O Interiors shall maintain such insurance until the expiry of the period stated in the Letter provided such insurance remains available to Studio O Interiors on commercially reasonable rates and terms, failing which Studio O Interiors will inform the Client in order that the parties can discuss the best means of protecting their respective positions in the absence of such insurance.

9.3. Unless otherwise expressly agreed, Studio O Interiors shall be entitled to proceed on the basis that the Client has taken out and will maintain insurance in the joint names of Studio O Interiors and the Client covering the carrying out of the Project including any building works and covering the risk of any expense, liability, loss, claim or proceedings whatsoever in respect of personal injury to, or death of, any person, or loss or damage to the Project or any property or the existing structure or contents of the Site/Premises.

9.4. Studio O Interiors and the Client, as the case may be, shall produce on the request of the other evidence that the insurance required under the Agreement is in place and is being maintained.

Rights of third parties

9.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

10. SUSPENSION AND TERMINATION

Suspension

10.1. Studio O Interiors may suspend performance of any or all of the Services and/or other obligations under the Agreement on giving not less than 7 days’ notice in writing to the Client of the intention to do so and stating the reasons for the suspension, which may include (but are not limited to) where the Client has failed to make payment due under the Agreement.

10.2. If the reason for a notice of suspension under clause 10.1 arises from a default:

10.2.1. which is remedied by the defaulting party, Studio O Interiors shall resume performance of the suspended Services within a reasonable period; or

10.2.2. which is not remedied by the defaulting party, the other party shall have the right to treat the performance of the suspended Services as terminated on giving reasonable written notice to the defaulting party.

Termination

10.3. Studio O Interiors may, by giving reasonable notice to the Client terminate performance of any or all of the Services and/or other obligations under the Agreement stating the reasons for doing so and the Services and obligations affected.

10.4. Performance of any or all of the Services and/or other obligations may be terminated immediately by notice from either party if:

10.4.1. the other party enters a form of bankruptcy or is subject to a receiving or administration order, goes into liquidation, becomes insolvent and/or makes any arrangement with one or more creditors; or

10.4.2. the other party fails to act to remedy a material or persistent breach of the Agreement of which it is notified within 14 days of receipt of a notice setting out details of the breach.

10.5. If all of the Services and/or other obligations under the Agreement are terminated, the Client shall allow Studio O Interiors access to the Site/Premises to collect all equipment and items belonging to Studio O Interiors.

Payment on suspension or determination

10.6. If, in accordance with Condition 10, Studio O Interiors or the Client suspends performance of any or all of the Services or terminates performance of the Services and/or other obligations Studio O Interiors shall be entitled to:

10.6.1. payment of any part of Studio O Interiors’ s fee for the Project and other amounts properly due to Studio O Interiors on the expiry date of the notice; and

10.6.2. reimbursement of any reasonable loss and/or expense reasonably incurred by Studio O Interiors by reason of the suspension or the termination, save where the suspension or termination has arisen as a result of the Client having properly given notice of suspension or termination by reason of the material or persistent breach of the Agreement by Studio O.

11. DISPUTE RESOLUTION

11.1. The Client and Studio O Interiors may attempt to settle any dispute or difference arising under the Agreement by negotiation or mediation or either party may refer the matter to adjudication or legal proceedings.

Adjudication

11.2. Where a dispute or difference is to be referred to adjudication, referral of the dispute or difference shall be made within 7 days of the issue by either party of a notice of the intention to refer a dispute or difference to adjudication. The parties may agree who shall act as adjudicator, or the adjudicator shall be the person nominated at the request of either party by the nominator specified in the Letter. The adjudication procedure shall be in accordance with the provisions set out in Part 1 of the Scheme for Construction Contracts (England and Wales) Regulations (as amended and as in force at the date of the referral) which shall take effect as if incorporated into this Condition.

12. FF&E

12.1. Where Studio O Interiors is acting as the Client’s agent in regard to the advice on and/or supply, procurement, delivery and/or installation of FF&E Studio O Interiors shall apply the standard of care provided for in Condition 3.1 in regard to advising upon and acting as the Client’s agent in regard to Client FF&E, including in regard to (as appropriate) the supply, procurement, delivery and/or installation of the Client FF&E.

12.2. Other than as provided for in clause 12.1 above, Studio O Interiors shall have no liability in respect of the Client FF&E and any related Services, including (but not limited to) as to whether the Client FF&E (a) conforms with its description or specification; (b) is free from material defects in design, material and workmanship; (c) is of a satisfactory quality (within the meaning of the Sale of Goods Act 1979); and/or (d) is fit for any purpose held out by the Client FF&E supplier.

12.3. Unless otherwise expressly agreed, Studio O Interiors shall have no liability to any third party in regard to the making of any payments to the third party in regard to Client FF&E. This includes not being liable to make payment to suppliers, installers or other parties of Client FF&E.

12.4. The Client agrees to indemnify and keep indemnified Studio O Interiors from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by Studio O Interiors and/or arising from failure of the Client to discharge any liabilities of the Client under an agreement with a supplier, deliverer, installer or other third party in connection with Client FF&E on any grounds.

12.5. Where Studio O Interiors is acting as principal in regard to the supply, procurement, delivery and/or installation of FF&E (Designer FF&E), the following shall apply:

12.5.1. Estimates – Studio O Interiors shall prepare an estimate for Designer FF&E and submit it to the Client for approval. The estimate shall be valid for 30 days from the date of the estimate and shall be subject to the terms of the Agreement and any additional terms and conditions contained in or referred to in the estimate itself.

12.5.2. Effect of estimate – Such an estimate will not be an offer capable of acceptance so as to bind Studio O Interiors. The estimate will only become binding on the parties once the Client has stated that it is accepting the estimate and Studio O Interiors has then issued its confirmation of the Client’s acceptance. Studio O Interiors reserves the right to withdraw or revise an estimate prior to Studio O Interiors’ s confirmation of the Client’s acceptance.

12.5.3. Price – The sum payable for Designer FF&E Services shall be the amount stated in the estimate or as otherwise agreed in writing between the parties. If prior to completion of the supply of Designer FF&E and related Services Studio O Interiors’ s costs of undertaking the relevant supply or Services increases due to any reason outside Studio O Interior’s control, including (but not limited to) increases in the costs of materials, labour, transport or currency fluctuations, Studio O Interiors shall be entitled to a reasonable adjustment in the price payable by the Client for Designer FF&E.

12.6. Quality and defects – Studio O Interiors FF&E shall be of a satisfactory quality and reasonably fit for any purpose made known to Studio O Interiors, and shall be delivered in good order. This warranty does not apply in regard to defects or other problems in regard to Designer FF&E arising from; (a) fair wear and tear; (b) wilful damage, abnormal storage or working conditions, accident, negligence by the Client or by any third party; (c) failure to operate or use Studio O Interiors FF&E in accordance with any instructions; (d) any alteration or repair by the Client or by a third party; and (e) any drawing, design or specification provided by the Client.

12.6.1. Bespoke items – Where Designer FF&E is bespoke or made to the Client’s order Studio O Interiors will be entitled to rely upon the Client’s requirements as communicated to Studio O Interiors. Studio O Interiors will not be obliged to accept the return of such bespoke Designer FF&E. Studio O Interiors will not refund fees charged for the supply of bespoke items.

12.6.2. Natural products – Studio O Interiors shall use reasonable endeavours to match natural products such as wood, stone, glass, metal and leather to samples provided to the Client but shall not be responsible for variations in Designer FF&E which occur due to intrinsic properties, nature and working methods applicable to natural products.

12.6.3. FF&E approval items – Where Studio O Interiors provides items of Designer FF&E to the Client for the Client to approve then all risks in those items shall pass to the Client upon delivery to the Site/Premises and the Client should ensure that the items are carefully stored and are not otherwise put at risk of damage. The Client shall indemnify Studio Interiors in regard to any damage, loss or injury to the items and shall, at the Client’s cost, make suitable arrangements for the return of such items to Studio O Interiors upon request or as otherwise agreed.

12.6.4. Installation – Where Studio O Interiors is responsible for the installation of Designer FF&E (as opposed to where installation is undertaken by others engaged by the Client), then any such installation shall be carried out in a workmanlike manner using skilled tradesmen appropriate to each task.

12.6.5. Title and risk – Risk in Designer FF&E shall pass to the Client upon delivery. Title to Designer FF&E shall not pass to the Client until Studio O Interiors receives payment in full for Studio O Interiors FF&E until such time the Client shall (a) store Studio O Interiors FF&E separately and so that it remains readily identifiable as Studio O Interiors’ s property; and (b) maintain Studio O Interiors FF&E in satisfactory condition. If before title passes the Client is in default of its obligations under the Agreement then without limiting any other right or remedy Studio O Interiors may require the Client to deliver up all Designer FF&E and if the Client fails to do so promptly, enter any premises of the Client or of any third party in order to recover Studio O Interiors FF&E.

12.6.6. Time of delivery – Any time or date for delivery of goods in the estimate shall be approximate only. Studio O Interiors shall not be liable in any manner for failure to deliver within the time stated, nor in such circumstance shall the Client be entitled to cancel or terminate any order or contract.

12.6.7. Access – The Client shall provide access for delivery of Studio O Interiors FF&E at all reasonable times. If Studio O Interiors is unable to deliver any Designer FF&E or obtain access to effect delivery Studio O Interiors shall be entitled to suspend or cancel the contract under which Studio O Interiors FF&E is to be supplied or that part of such contract which relates to the sale of such Designer FF&E.

12.7. Where the Client enters into the Agreement as a consumer, the Client’s legal rights in relation to Designer FF&E are not affected, but otherwise all other warranties are excluded.

12.8. Where the Client enters into the Agreement other than as a consumer, the warranties in this Agreement including in condition 12.6 above shall be subject to the following: (a) the Client may reject any Designer FF&E that does not comply with the warranties in this Agreement provided that notice of rejection is given to Studio O Interiors : (i) in the case of a defect that is apparent on normal visual inspection, within five days of delivery; (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and (iii) none of the events listed in (a) to (e) of paragraph 10 apply; (b) If the Client fails to give notice of rejection in accordance with clause 12.8 (a) Studio O Interiors FF&E shall be deemed to have been accepted. (c) Studio O Interiors shall not be liable for failure to comply with the warranty set out in condition 12.6 where: (i) the Client makes any further use of the relevant Designer FF&E after giving notice in accordance with condition 12.8 (a); (ii) the defect arises because the Client failed to follow instructions as to the storage, commissioning, installation, use and maintenance of Designer FF&E or (if there are none) good practice regarding the same; (iii) the defect arises as a result of Studio O Interiors following any drawing, design or specification supplied by the Client; (iv) the Client alters or repairs Designer FF&E without the written consent of Studio O Interiors and/or (v) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

12.9. If the Client rejects Designer FF&E under clause 12.8 then the Client shall be entitled to (i) require Studio O Interiors to repair or replace the rejected Designer FF&E; or (ii) require Studio O Interiors to repay the price of the rejected Designer FF&E.

12.10. Once Studio O Interiors has complied with the Client’s request under clause 12.9 it shall have no further liability to the Client in respect of the rejected Designer FF&E.