Design Consultancy Service Agreement

Version 1.1 | Last Updated: 10 July 2025

Welcome to Barber London Design Ltd.

These Terms and Conditions of Service ("Terms") govern the provision of all design services by Barber London Design Ltd ("we", "us", "our") to any individual or entity who commissions such services ("you", "your", "the Client").

This Agreement is formed by these Terms together with a signed Commercial Agreement & Rate Sheet, which outlines the specific commercial terms applicable to the Client. By signing the Commercial Agreement & Rate Sheet or by submitting a Work Order for services, you signify your agreement to be bound by these terms.

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

Agreement: this Master Services Agreement, including the Schedules, together with the relevant Commercial Agreement & Rate Sheet.

Bespoke Designs: shall mean those custom designs developed by the Consultant Company specifically and exclusively to meet the unique and particular requirements of the Client pursuant to a Work Order.

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

Commercial Agreement & Rate Sheet: the separate document signed by the Client which outlines their specific rates and credit terms and incorporates this Agreement by reference.

Confidential Information: Information in whatever form relating to the business, customers, clients, suppliers, products, affairs, and finances of the Client, and any information that the Consultant Company or the Individual creates, develops, receives, or obtains in connection with this Engagement.

Consultant's Background IP: the Consultant Company's proprietary methodologies, processes, know-how, and the Intellectual Property Rights subsisting in the Consultant's Source Files.

Consultant's Source Files: shall mean the original, editable digital files created by the Consultant Company in the process of generating the Works, including but not limited to computer-aided design (CAD) files.

Deliverables: any outputs of the Services and any other drawings, designs, documents, or materials provided by the Consultant Company to the Client pursuant to an accepted Work Order.

Engagement: the engagement of the Consultant Company by the Client on the terms of this Agreement.

Express Design Service: the expedited provision of Services by the Consultant Company, performed at the Express Hourly Rate set out in the Client's Commercial Agreement & Rate Sheet.

Individual: Any individual, including but not limited to Jonathan Barber, who is nominated by Barber London Design Ltd to perform the Services.

Insurance Policies: professional indemnity insurance cover.

Intellectual Property Rights: all patents, rights to Inventions, copyright, trade marks, rights in designs, and all other intellectual property rights, whether registered or unregistered.

Invention: any invention, idea, discovery, development, improvement, or innovation made by the Consultant Company or by the Individual in connection with the provision of the Services.

Services: the product and furniture design services described in Schedule 1 and as requested by the Client from time to time via a Work Order.

Standard Collection: shall mean those designs developed by the Consultant Company that form parts of the Client's pre-existing or reoccurring collection of products and furniture. 

Start Date: the date the Commercial Agreement & Rate Sheet is signed by both parties.

Works: all records, reports, documents, papers, drawings, and materials containing or relating to them in whatever form, prepared by the Consultant Company or the Individual in connection with the provision of the Services.

Work Order: a request for Services submitted by the Client or its employees in writing (including via the Consultant Company's online portal, by email, or by other agreed digital messaging services). A Work Order is deemed accepted by the Consultant Company at the moment the earlier of the following events occurs: 

(a) The Consultant Company commences substantive design work on the request; or 

(b) The Consultant Company issues an invoice for the requested Services.

Each accepted Work Order shall form a separate contract for services governed by the terms of this Agreement.

2. Term of Engagement

2.1. This Agreement shall commence on the Start Date and shall continue in force unless and until terminated by either party giving to the other not less than thirty (30) days' prior written notice. Termination of this Agreement shall not affect any Work Orders deemed accepted and in progress at the time of termination.

3. Duties and Obligations

3.1. The Consultant Company shall carry out the Services, including the Deliverables, with a reasonable level of professional expertise, diligence, and competence.

3.2. All requests for Services by the Client or its employees shall be made by submitting a Work Order. The Consultant Company reserves the right to decline any Work Order at its sole discretion prior to acceptance.

3.3. Client Cooperation: The parties acknowledge that the Client's timely cooperation is essential for the provision of the Services. The Client agrees to provide all necessary information, details, and approvals promptly upon request. The Client acknowledges that while brief, informal queries are not chargeable, any pre-booked consultancy meetings requested by the Client shall be a chargeable service as set out in Schedule 1.

3.4. The estimated turnaround times for Services set out in Schedule 1 are indicative only. The Consultant Company maintains a live project list on its website which provides estimated due dates for all accepted Work Orders. While the Consultant Company shall use reasonable endeavours to meet these dates, they are estimates and not fixed deadlines. The Consultant Company will notify the Client in writing of any significant delays or changes to the estimated due dates shown on the live project list.

3.5. All drawings and other Deliverables shall be provided to the Client in non-editable file formats (such as .PDF and .JPEG) unless otherwise specified in an accepted Work Order and subject to any applicable surcharges.

3.6. The Client acknowledges and agrees that Artificial Intelligence (AI) tools may be used by the Consultant Company to transcribe and analyse meetings for internal quality assurance purposes. Such use shall be compliant with applicable data protection laws. The Client retains the right to opt-out in writing at any time.

4. Fees and Payment

4.1. Standard & Express Rates: The Client's applicable hourly rates, surcharges, and other fees are as set out in their signed Commercial Agreement & Rate Sheet.

4.2. Application of Fees: The Client shall pay the Consultant Company for the time spent on delivery of the Services requested in a Work Order. The determination of the time spent shall be based on internal time-tracking records maintained by the Consultant Company, acting reasonably and in good faith.

4.3. Time Recording and Disputes: The Consultant Company's time-tracking system shall be the definitive record for the purposes of invoicing. If the Client wishes to dispute the time recorded on any invoice, it must notify the Consultant Company in writing, with detailed reasons, within seven (7) Business Days of receipt of the invoice. If the dispute is not resolved within fourteen (14) days, and in the absence of manifest error, the disputed amount shall become immediately due and payable.

4.4 Scheduled Consultancy Meetings: Fees for scheduled consultancy meetings are as set out in Schedule 1. The payment for such meetings shall be governed by the payment terms applicable to the Client as determined under this Agreement.

4.5. Validity of Estimates and Advance Invoices: If an estimate or advance invoice has not been accepted or paid within ninety (90) days from the date of issue, it shall be deemed expired and unenforceable. Furthermore, if the Consultant Company provides notice of a rate change under clause 4.9, any unaccepted estimate or unpaid advance invoice will automatically expire on the date the new rates take effect.

4.6. Payment Terms: The Consultant Company shall, at its sole discretion, determine the payment terms for any Services, which will be specified on the relevant estimate or invoice. No work shall commence on any project requiring advance payment until the relevant invoice has been paid in full.

4.7. Credit Terms: The Consultant Company may, at its sole discretion, grant the Client a monthly credit limit as specified in Schedule 1. This limit applies to the total value of services invoiced within a single calendar month and resets at the beginning of each month. The Consultant Company reserves the right to set and vary this credit limit at any time. If, at any point during a calendar month, the Client's outstanding balance of invoices for that month exceeds their assigned credit limit, the Consultant Company may demand immediate payment of the excess balance and may suspend all Services until such payment is received.

4.8. Late Payment: If the Client fails to make payment by the due date specified on an invoice, the Consultant Company may charge interest on the overdue sum at a rate of 4% a year above the Bank of England's base rate.

4.9. Annual Rate Review: The Consultant Company shall have the right to review and increase its standard and express hourly rates. Such increases will take effect on the 1st of April each year. The Consultant Company will provide the Client with at least sixty (60) days' written notice of any such increase. The applicable rate for all hourly work shall be the rate in force on the date an invoice is issued, with the exception of work that has been paid for in full by the Client prior to the rate change notice, which will be honoured at the rate at which it was paid.

5. Expenses

5.1. The Consultant Company shall bear its own expenses incurred in the course of the Engagement.

6. Other Activities

6.1. Nothing in this agreement shall prevent the Consultant Company or the Individual from being engaged in any other business during the Engagement.

7. Confidential Information and Client Property

7.1 The Consultant Company shall not and shall procure that the Individual shall not (except in the proper course of its or their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

1. any use or disclosure authorised by the Client or required by law; or 

2. any information which is already in, or comes into, the public domain otherwise than through the Consultant Company's or the Individual's unauthorised disclosure.

7.2. All Consultant's Source Files remain the exclusive property of the Consultant Company. The provision of such files is an optional service subject to the surcharge specified in Schedule 1 and is not included as part of the standard Services for any Work Order.

8. Data Protection

8.1. The Client will collect and process information relating to the Individual in accordance with the annexed privacy notice.

8.2. The Consultant Company shall have no liability for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach where the Consultant Company can prove it has not acted contrary to the Client’s instructions or is in no way responsible for the event giving rise to the damage.

9. Intellectual Property

9.1. Assignment of Rights in the Works: Subject to clause 9.2, the Consultant Company hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions. Insofar as they do not vest automatically by operation of law or under this Agreement, the Consultant Company holds legal title in these rights on trust for the Client.

9.2. Retention of Rights in the Consultant’s Background IP: Notwithstanding clause 9.1, the parties agree that all Intellectual Property Rights, title, and interest in and to the Consultant's Background IP shall be expressly retained by and shall remain the sole and exclusive property of the Consultant Company. For the avoidance of doubt, no rights in the Consultant's Background IP (including the Consultant's Source Files) are assigned to the Client under this Agreement unless a separate surcharge for those files is agreed and paid in full as specified in Schedule 1.

9.3. Consultant’s Undertakings: The Consultant Company undertakes to the Client: 

1. to keep confidential the details of all Inventions assigned to the Client; 

2. not to register nor attempt to register any of the Intellectual Property Rights in the Works or Inventions assigned to the Client, unless requested to do so by the Client; 

3. to do all acts necessary to confirm that absolute title in the Intellectual Property Rights in the Works and Inventions (excluding the Consultant's Source Files) has passed to the Client; and 

4. at the Client's expense, to execute all documents, make all applications, and give all assistance as may be necessary or desirable to register or obtain patents or registered designs for the relevant Works or Inventions in the name of the Client.

9.4. Consultant's Warranties: The Consultant Company warrants that, in respect of the Intellectual Property Rights assigned to the Client under this Agreement: 

1. it has not given and will not give permission to any third party to use the relevant Works or Inventions; 

2. it is unaware of any use by any third party of the relevant Works or Inventions; and

3. the use of the relevant Works and Inventions by the Client will not, to the best of its knowledge and belief, infringe the rights of any third party.

9.5 Client's Indemnity and Warranty: The Client agrees to indemnify the Consultant Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Consultant Company, or for which the Consultant Company may become liable, with respect to any intellectual property infringement claim or other claim relating to images, sketches, designs, or other material supplied by the Client to the Consultant Company during the course of providing the Services. This may occur, but is not limited to, circumstances where the Client has provided the Consultant Company and/or Individual with images, sketches, designs or other material for reference or incorporation into the Deliverable and/or supply of Services. In circumstances where images, sketches, designs, or other material is provided by the Client to the Consultant Company, they warrant that they possess all necessary rights, licences, and permissions to use and share and/or rely on these images.

9.6. Client's Insurance: The Client warrants that it holds and will maintain adequate liability insurance to cover its obligations and indemnities under this Agreement.

10. Liability, Risk and Client Responsibilities

10.1. The Consultant Company shall maintain in force during the Engagement relevant Insurance Policies.

10.2. The Client accepts full responsibility for ensuring any manufactured product is fit for purpose, suitable for commercial use, and complies with all applicable laws and safety standards.

10.3. The Client's instruction to a manufacturer shall be deemed as final and irrevocable approval of the Deliverables, and the Client assumes all responsibility for their accuracy and suitability.

10.4. The Client acknowledges the Deliverables are for manufacturing guidance only and the manufacturer is responsible for production techniques, structural integrity, and quality.

10.5. The Client accepts all risks associated with manufacturing Bespoke Designs without a prototype.

10.6. The Consultant Company has no liability for the actions or quality of work of any third-party manufacturer.

10.7. The Client shall indemnify the Consultant Company against all claims and losses arising from the manufacturing, sale, or use of products based on the Deliverables.

10.8. The total liability of the Consultant Company for any single claim or series of related claims arising under or in connection with this Agreement shall not exceed the amount recoverable under the Consultant Company's professional indemnity insurance policy in place at the time the claim arises. Nothing in this Agreement shall limit liability for death, personal injury, or fraud.

11. Termination and Suspension

11.1. Without prejudice to its other rights, the Consultant Company may suspend the provision of Services with immediate effect by written notice if any of the circumstances in clause 11.2 arise, provided such suspension shall continue only for so long as the default remains uncured.

11.2. The Consultant Company may terminate the Engagement with immediate effect by giving written notice to the Client, if the Client:

1. fails to pay any amount due under this Agreement on the due date for payment;

2. commits a material or repeated breach of any term of this Agreement; or

3. becomes insolvent, is declared bankrupt, makes an arrangement with its creditors, or has an administrator or receiver appointed.

11.3. Upon termination of this Agreement for any reason, the Client shall immediately pay all of the Consultant Company's outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, the Consultant Company may submit an invoice, which shall be payable by the Client immediately on receipt.

11.4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12. Status

12.1 The relationship of the Consultant Company (and the Individual) to the Client will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Client and the Consultant Company shall not hold itself out as such and shall procure that the Individual shall not hold themselves out as such.

13. Notices

13.1. Notices must be in writing and sent by email to the addresses specified in Commercial Agreement & Rate Sheet.

14. Entire Agreement

14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15. Variation

15.1. No variation of this agreement shall be effective unless it is in writing and signed by a duly authorised representative for each party.

16. Counterparts

16.1. This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this agreement by email or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by execution through an electronic signature platform, shall be effective as delivery of a manually executed counterpart of this agreement.

17. Third Party Rights

17.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

17.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

18. Governing Law

18.1 This agreement 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.

19. Jurisdiction

19.1 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

20. Confidentiality and Non-Disparagement

20.1. Confidentiality. Each party agrees to uphold the confidentiality obligations as set out in Clause 7 of this Agreement.

20.2. Non-Disparagement. Each party agrees that, during the term of this Agreement and thereafter, it will not make, publish, or communicate to any person or entity in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other party or its business, services, directors, or employees. For the purposes of this clause, "public forum" includes but is not limited to social media, websites, online review platforms, and the press.

20.3. Exceptions. Nothing in this clause shall prevent either party from making truthful statements as required by law or in any legal proceeding, nor shall it prevent the Client from providing private and confidential feedback directly to the Consultant Company to resolve a dispute. 

Schedule 1: Service Descriptions and Credit Terms

Note on Credit Terms: The assigned Client Tier and Monthly Credit Limit will determine the applicable payment workflow. For Clients on a 'Pre-Pay' basis (£0 credit limit), the standard process requires the Client to approve a watermarked Deliverable, after which an invoice will be issued. The final, unwatermarked Deliverable will be released only upon receipt of payment in full for that invoice. For all other tiers, payment is due as per the terms on each invoice, and work may be suspended if the monthly credit limit is exceeded.

Note on Rates: The Standard Hourly Rate is the default rate applicable to all Work Orders unless the Express Design Service is specifically requested.

Note on Lead Times: Lead times are estimates measured in Business Days. The lead time commences only upon the occurrence of the following events:

(a) For Credit Accounts: The date the Consultant Company sends an email confirming acceptance of the Work Order.

(b) For Advance/Deposit Invoices: The date payment is received in full and the Consultant Company sends an email confirming receipt of the payment. (No work shall commence prior to payment).

Service Catalogue & Estimated Times

The turnaround times are estimates for individual services and are provided in the Commercial Agreement & Rate Sheet. Up-to-date estimated due dates for all active Work Orders, including those with multiple or combined services, are available on the Consultant Company's live project list, accessible via its website.

1. Editable File Formats: A surcharge applies for the provision of the Consultant's Source Files and the assignment of their associated Intellectual Property Rights. The surcharge is a percentage of the total cost of the work for that Work Order, subject to a minimum charge equivalent to 1.5 hours of work for 2D files and 6 hours of work for 3D files. The specific surcharge is detailed in the Client's Commercial Agreement & Rate Sheet.

2. Express Design Service: Available upon request and charged at the Express Hourly Rate specified in the Client's Commercial Agreement & Rate Sheet.

3. Scheduled Consultancy Meetings: Formal consultancy sessions are available. The fees are as set out in the Client's Commercial Agreement & Rate Sheet.

   • Booking and Payment: Formal consultancy sessions may be booked in advance. For Clients with an assigned monthly credit limit, the applicable session fee will be invoiced and charged against their limit. For Clients on a 'Pre-Pay' basis, the fee is payable in advance to confirm the appointment.

     • • 20-Minute Session

       • 40-Minute Session

       • 60-Minute Session

• Cancellation Policy: For meetings scheduled in the morning (before 12:00 pm), notice to cancel must be received by 12:00 pm GMT/BST on the preceding Business Day for a full refund. For meetings scheduled in the afternoon (from 12:00 pm onwards), notice must be received by 5:00 pm GMT/BST on the preceding Business Day. Cancellations with less than the required notice will be charged in full.

• Postponement Policy: For meetings scheduled in the afternoon, a minimum of 3 hours' written notice during Working Hours (9:00 am - 5:00 pm GMT/BST) is required to postpone and reschedule without charge. For meetings scheduled in the morning, notice must be received by 5:00 pm GMT/BST on the preceding Business Day. Meetings postponed with less than the required notice will be charged in full.

• Lateness and Overruns: The Consultant Company will endeavour to provide a verbal warning as a meeting approaches its scheduled end time. Should the Client agree to continue the meeting beyond this time, any overrun of 5 minutes or more will be billed in 20-minute increments at the pro-rata session rate. If the Client has not joined the meeting within 10 minutes of the scheduled start time, the meeting will be considered cancelled and the fee forfeited. The total meeting duration will not exceed 90 minutes.

Billing Increments and Minimum Charges

All work performed on an hourly rate basis is recorded and billed in accordance with the following principles:

• Billing Increments: Time is recorded and billed in increments of fifteen (15) minutes.

• Minimum Charges (New Work Orders):

  • • CD, PD, AI: 1 hour

    • LD, CB: 30 minutes

• Minimum Charges (Revisions):

  • • All revision work is subject to a minimum charge of fifteen (15) minutes.