Bespoke Design

These Terms and Conditions ("Terms") govern the provision of bespoke design and development services ("Services") by MSH (Miss ShorthairLTD), to you, the client ("you" or "your"). Please read these carefully as they will form the basis of our work together. Changes can occasionally be made to these Terms and Conditions, but any changes must be made in writing, and agreed to, by MSH before becoming binding. This is not an exhaustive list.

By engaging our Services, you agree to be bound by these Terms.

1. Introduction

Thank you for choosing MSH to commission and produce bespoke designs for your company.  At MSH, our dedicated design team work with our clients and offers a bespoke service to help bring to life your collections.

 As the design work to be carried out is bespoke and entirely for *you, our goal is to make sure we work closely and confidently together to ensure you are completely satisfied with our designs. To achieve this, **We believe in being transparent and upfront about what is included in our service and our costing. We respectfully ask that prior to commissions being made, you carefully read and accept the T&Cs outlined. 

1.1. These Terms outline the agreement between you and us for the creation of bespoke designs and the development of related products.

1.2. Our Services are tailored to your specific requirements and involve a collaborative process.

2. Services Offered

2.1. We offer a range of bespoke design and product development services, which may include, but are not limited to:

a. Initial concept development.

b. Drafting design illustrations.

c. Fabric and trim sourcing.

d. Sample development and production (first samples, pre-production samples).

e. Manufacturer liaison and production management (where agreed).

2.2. The specific Services to be provided will be outlined in a separate document, proposal, or Design Brief ("Project Agreement") agreed upon by both parties before the commencement of any work.

2.3. Any services not explicitly included in the Project Agreement will be considered additional work and may incur further charges.

3. The Design and Development Process

3.1. Briefing: You will provide us with a detailed design brief, including your vision, requirements, target market, budget, and any specific materials or aesthetics.

3.2. Concept Development: We will present initial concepts, images, and any other additional documents that convey the concept for your review and feedback.

3.3. Refinement and Approval: Based on your feedback, we will refine the designs. All designs and design stages require your written approval (email or digital signature acceptable) before proceeding to the next stage.

3.4. Sampling: We will create samples (e.g., swatch, first sample) based on the approved designs. Reviews will be scheduled for your input and necessary adjustments.

3.5. Production Management (Optional): If agreed in the Project Agreement, we can assist with manufacturer liaison and oversee the initial stages of production. Please note that we are not a manufacturing facility and final production quality is the responsibility of the chosen manufacturer.

3.6. The Client acknowledges and agrees that any request for samples, designs, or other preliminary work (collectively, "Design Services") is subject to the fees discussed between MSH and the client

3.7 A non-refundable fee (for design sample works) shall be payable by the Client prior to the commencement of any Design Services. This fee is for the time, skill, and materials expended by MSH in creating the samples and/or designs, regardless of whether the Client proceeds with a full order.

3.8 In the event that the Client proceeds with an order for the full production of goods based on the designs, the non-refundable fee paid under Clause 3.7 shall be credited against the total cost of the final order. Any such credit shall be clearly specified in the final invoice.

3.9 If the Client does not proceed with a full order, the non-refundable fee shall be retained by MSH as a payment for the Design Services rendered.

3.10 Any additional changes or revisions to the designs requested by the Client after the initial scope of work has been agreed upon may incur additional fees. The Supplier shall provide a revised quotation for such additional work, which must be agreed upon by the Client in writing before the work commences.

4. Client Responsibilities

4.1. You agree to provide clear, timely, and comprehensive feedback and approvals at each stage of the design and development process. Delays in providing feedback may result in delays to the project timeline.

4.2. You are responsible for ensuring that all information, materials, and intellectual property provided to us (e.g., logos, specific patterns, reference images) do not infringe upon the rights of any third party. You shall indemnify and hold us harmless against any claims, damages, or expenses arising from such infringements.

4.3. You are responsible for your final review and approval of all designs, samples, and technical specifications before manufacturing commences. Once approved, any changes requested thereafter may incur additional charges and delays.

5. Payment Terms

5.1. All fees and payment schedules will be outlined in the Project Agreement.

5.2. Typically, but not always, a non-refundable upfront deposit of [e.g., 50%] of the total estimated project cost is required before commencement of any work.

5.3. Further payments will be due at agreed milestones or upon completion of specific stages, as detailed in the Project Agreement.

5.4. Final payment is due upon completion of our Services or before the release of final designs/tech packs, whichever comes first, unless otherwise agreed in writing.

5.5. All invoices are payable within [e.g., 7 or 14] days of the invoice date.

5.6. We reserve the right to charge interest on overdue invoices at a rate of [e.g., 8%] per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.

5.7. We reserve the right to suspend or cease work on your project if payments are not made according to the agreed schedule. Any delays caused by late payments are not our responsibility.

5.8. All prices quoted are exclusive of VAT, where applicable, which will be added at the current UK rate.

6. Intellectual Property (IP)

6.1. Our IP: All original design concepts, sketches, mood boards, patterns, technical drawings, and other creative work produced by us during the design and development process remain our intellectual property until full and final payment has been received for all Services related to that specific design.

6.2. We retain the right to use elements of the design (e.g., initial sketches, conceptual work, photographs of the development process, and the final product if agreed) for our portfolio, marketing, and promotional purposes, unless specifically agreed otherwise in writing. We will not disclose any sensitive or commercially confidential information without your consent.

6.3. You acknowledge that certain standard design elements, construction techniques, or general fashion trends are not unique and cannot be exclusively assigned.

6.4. We are not responsible for carrying out any intellectual property searches (e.g., trademark or design registration searches) to ensure the uniqueness or registrability of your final product. You are responsible for undertaking any necessary IP protection measures.

7. Revisions and Approvals

7.1. The Project Agreement will specify the number of revisions included at each stage of the design process.

7.2. Any revisions requested beyond the agreed number will be considered additional work and may incur extra charges or a pre-agreed fee.

7.3. All approvals must be provided in writing (email or digital signature acceptable). Once a stage or design is approved, subsequent changes to that approved stage may incur additional costs and may delay the project timeline.

8. Lead Times

8.1. All lead times provided are estimates and commence from the date of receipt of the confirmation from MSH

8.2. Lead times may be affected by factors outside our control, including but not limited to, delays in client feedback, material sourcing, third-party supplier issues, or force majeure events. We will communicate any potential delays promptly.

9. Quality Control

9.1. We endeavour to provide high-quality design and development services.

9.2. You are responsible for inspecting all samples provided and raising any concerns or discrepancies within 5 working days of receipt.

10. Delivery and Shipping (Samples/Swatches)

10.1. Any physical samples or swatches produced by us will be shipped to your nominated address.

10.2. Shipping costs will be added to your invoice unless otherwise agreed.

10.3. Risk of loss or damage to physical samples passes to you upon dispatch from our premises.

11. Returns and Refunds

11.1. Due to the bespoke and custom nature of our Services, any agreed upon fees/deposits paid are generally non-refundable once work has commenced.

11.2. Any initial deposit/fee agreed up and paid, is non-refundable if cancelled.

11.3. If you cancel the project before its completion, you will be liable for payment for all work completed up to the date of cancellation.

12. Production Quantity Variance

The Client acknowledges and accepts that due to the bespoke nature of the design work and factors inherent in the manufacturing process—including, but not limited to, variations in fabric characteristics, product shape, and factory tolerances—the final quantity of goods produced and delivered may vary.
We reserve the right to deliver a quantity that falls within a range of 5% to 7% (inclusive) above or below the quantity specified in the confirmed order (the "Accepted Variance"). The Accepted Variance will be calculated against the net quantity ordered.
In the event the delivered quantity falls within this Accepted Variance:

1.    The Client agrees to accept and pay for the actual quantity delivered.

2.    The final invoice will be adjusted pro-rata based on the unit price and the actual quantity supplied.

13. Limitation of Liability

13.1. Nothing in these Terms limits or excludes our liability for:

a. Death or personal injury caused by our negligence.

b. Fraud or fraudulent misrepresentation;

c. Any other liability that cannot be excluded or limited by English law.

13.2. Subject to Clause 12.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms or the Services shall not exceed the total fees paid by you for the specific Services giving rise to the claim.

13.3. We shall not be liable to you for any indirect or consequential loss or damage, nor for any loss of profit, loss of business, loss of anticipated savings, loss of revenue, loss of data, or loss of goodwill, even if we have been advised of the possibility of such losses.

13.4. We are not responsible for any issues or defects arising from manufacturing, production, or third-party services that are not directly under our control or responsibility as outlined in the Project Agreement.

14. Confidentiality

14.1. Both parties agree to keep confidential all confidential information received from the other party during the Services, including but not limited to business plans, client lists, design concepts, and technical information.

14.2. This obligation of confidentiality shall not apply to information that:

a. Is already known to the receiving party at the time of disclosure.

b. Becomes public knowledge through no fault of the receiving party.

c. Is rightfully obtained from a third party without restriction on disclosure; or

d. Is required to be disclosed by law or by a court of competent jurisdiction.

15. Force Majeure

15.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause that is beyond the reasonable control of that party, including but not limited to acts of God, war, terrorism, riots, civil unrest, fire, flood, extreme weather, epidemics, pandemics, government restrictions, industrial disputes, or power failures.

15.2. The party affected by a Force Majeure event shall promptly notify the other party and use reasonable endeavours to mitigate the effect of the Force Majeure event.

16 Governing Law and Jurisdiction

16.1. These Terms and any dispute or claim arising out of or in connection with them or their 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 / Scotland / Northern Ireland].

16.2. Each party irrevocably agrees that the courts of [England and Wales / Scotland / Northern Ireland] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

17. Entire Agreement 

These Terms, together with the Project Agreement, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements, understandings, or arrangements, whether written or oral.