Updated Dec 2025
Bespoke Framing & Conservation
Terms and Conditions of Sale
Interpretation
1.1. In these conditions,
“The Company” or “us” means Common Room Projects Ltd;
“Confirmation” means a written confirmation of your order and the Work related thereto;
“The Object”, “The Artwork” or “The Picture” means the piece or pieces upon which the Company is requested to carry out, and/or carries out Work;
“The Work” means all conservation, reparation and restoration, manufacture of bespoke handmade frames for applying to the Artwork and all other processes to be carried out by the Company, its servants, agents or sub-contractors on an Object and shall where relevant include any other services provided by the Company to the Client;
“Conditions” or “these terms” means these terms and conditions;
“The Client” or “you” means the person, firm or corporate body who accepts the Company’s estimate for the Work or whose order the Company accepts provided that where the Client deals with the Company through an agent the Company shall be entitled to enforce these terms against both the Client and its agent as if the agent was itself a party. Where the Client is not an individual the Client hereby warrants that the authorised signatory whose details appear in the Contract (“the Authorised Signatory”) has the Client’s full authority in all aspects in relation to this agreement;
“The Contract” shall comprise these Conditions and all written material including recommendations, proposals, quotes and other terms agreed in writing by us in respect of the Work to be carried out on the Object.
“The Estimate” or “estimate” means the non-binding estimate provided by the Company to the Client setting out the Company’s estimated fees for carrying out the Work.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
How the contract is formed between you and us.
After our initial discussion about your needs and/or your placing an order, you will receive an e-mail from us containing details of your quotation (the“Estimate”). Our email will request your written confirmation that you wish to proceed. Once we have received your agreement that you wish to proceed, which, for the avoidance of doubt, can be via email and/or verbal), we will issue an invoice for an amount equal to 50% of the price set out in the Estimate (the “Deposit”). acknowledging that we have received your order (your Confirmation). Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to purchase Work from us.
All proposed orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail confirmation (the “Confirmation”). The Contract will only be formed when we send you the Confirmation. We shall not be obliged to perform any obligations under the Contract until the Deposit has been paid to us in free and cleared funds.
The Contract will relate only to the Work that we have confirmed in your Confirmation. We will not be obliged to supply any other Work, which may have been part of your order until such Work has been confirmed in a separate Confirmation.
Basis of Work
The Company shall carry out the Work for the Client in accordance with the Company’s Estimate, subject to these Conditions.
No variation to these terms shall be binding unless agreed in writing between you and us. The Contract constitutes the entire agreement between us in relation to the subject to matter of the Contract.
The Company reserves the right to sub-contract any part of the Work which in the reasonable opinion of the Company requires specialist services.
The Company shall not be liable for any damage to the Object once the Object has been removed from the Company’s premises and, in particular, shall have no responsibility in respect of any damage suffered by the Object as a result, whether direct or indirect, of any acts or omissions of the Client, its agent or employers. It is the responsibility of the Client to request advice about the care and handling of the Objects after the completion of the Work.
The Company shall use all reasonable care and diligence in carrying out work on the Object and any associated materials, including frames.
The Company will have no responsibility for the accuracy of the description of the Object provided in the Contract.
The Company shall use reasonable endeavours to provide and complete the Work in accordance in all material respects as set out in the Contract.
The Company shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Client’s premises and that have been communicated to it, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
Where the Work is to be carried out on the premises of the Client, the Client shall provide the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, data and other facilities as required by the Company; and inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises.
3.10.The Client shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Client in writing.
3.11.By accepting these Terms and Conditions, the Client hereby warrants to the Company that the Client is the legal owner of the Object or has all necessary rights, licences and permission to authorise the Company to carry out the Work, and that the Object is free of all liens, charges and encumbrances of any nature. The Client further warrants that it has disclosed to the Company the accurate current value of each Object. The Company shall be entitled to rely on the Client’s declared value in arranging or relying upon any insurance at the Client’s request (subject to the remainder of these Conditions). The Client shall indemnify and hold the Company harmless against all costs, claims, liabilities, damages and expenses incurred by the Company in connection with any claim by any third party that the Client was not authorised to permit the agreed Work to be carried out.
3.12.The Company reserves the right to refuse requests to carry out any Work in its absolute discretion, without providing a reason for so doing.
3.13.Force Majeure: The Company will not be held liable for delay or non-performance of the Work where it would be inadvisable, uneconomic or commercially impractical, illegal or impossible to carry out the Work due to events beyond our reasonable control (any such event, a “Force Majeure Event”), including (without limitation) acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, hurricanes, and floods), war, terrorism or threats of terrorism, civil disorder, government actions, labour strikes or disruptions, fire, disease or medical epidemics or outbreaks, and curtailment of transportation facilities preventing or delaying attendance the Company’s employees, and any other events, including emergencies or non-emergencies. Our performance under any Contract is deemed to be suspended for the period that a Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
Price of the Work
Subject to the below, the price to be paid shall be the Estimate for the Work provided in the Quotation, plus value added tax and delivery charges. We pass on any increases in value added tax to you.
The Company may, on notice to the Client, increase any Estimate given to the Client:
4.2.1.if the Company discovers the need for further Work;
4.2.2.if the Company considers further Work to be necessary on conservation or aesthetic grounds;
4.2.3.where additional Work is executed at the Client’s request. This includes, but is not confined to: additional testing, art historical research, contacting external experts, and any other additional Work;
4.2.4.to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s control or the Client’s failure to give the Company adequate information or instructions. If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay, and/or
4.2.5.where the estimate given to the Client is not accepted within three calendar months, whereupon the Company reserves the right to give a revised Estimate, which shall be open for acceptance by the Client for a further period of three calendar months.
The price estimated or actual excludes value added tax and any delivery charge which the Client shall pay in addition.
The Client agrees to pay the Company, in accordance with the payment terms below, all out of pocket expenses reasonably and necessarily incurred by the Company in carrying out the Work specified in the Contract, such expenses to include (but not be limited to) the cost of consultation, estimates, materials, equipment hire, travel, carriage, research, technical analysis, visits, additional digital images and any unreasonable delay or waiting on site at the behest of the client. The Client shall be notified in writing where any such costs are likely to exceed the amount specified in the Contract.
Terms of Payment
On completion of the Work the Company will send the Client an invoice. The Client will pay for the Work on receipt of the invoice. The Company will not release the Object until the Client has paid in full.
If the Client does not pay within 28 days of the date of the invoice (time to be of the essence) then:
5.2.1.The Client will pay interest at a rate of 4% above the base rate of Barclays Bank PLC per annum, calculated daily, as well as reasonable storage charges being in any event not less than £30.00 per calendar month, as well as transport to and from the storage facility being in any event not less than £80 per journey; and
5.2.2.The Company shall be entitled until payment of all sums due to the Company to exercise a lien over any other Object belonging to the Client which is for the time being in the Company’s possession or power.
Without prejudice to the generality of Conditions 5.1 and 5.2 above the Company reserves the right where the likely cost of the Work exceeds or is estimated to exceed £300 to require stage payments from the Client on completion of £300 worth of Work.
Unpaid accounts: if payment of an undisputed invoice is not received within 28 days and is then not received after 2 further written requests for payment, the Company reserves the right sell the Object to which the invoice relates, in order to recover the outstanding debt, together with any interest, transport and storage charges, and any other costs incurred. Any balance of the sales proceeds will be returned to the Client, net of amounts applied to outstanding debt or costs due to us under these Conditions and/or the Contract.
Delivery
Delivery of the Object on completion of the Work shall be made by the Client collecting the Object from the Company’s premises or by the Company arranging delivery to the Client at any time after the Client has paid the Company’s invoice (plus any storage charges).
Any dates quoted for completion of the Work are approximate only and the Company shall not be liable for any delay in completion of the work howsoever caused. Time for completion shall not be of the essence unless previously agreed by the Company in writing. The Company may deliver the Object in advance of any estimated completion date.
If the Client is dissatisfied for any reason with the Work carried out by the Company, the Client shall notify the Company of such dissatisfaction within seven days of delivery of the Object. Regardless of the merits of the Client’s claim the Company shall not in any circumstances be liable for any claim not notified within this period.
Ownership of the products comprising the Work shall only pass to you when we receive full payment of all sums due in respect of the Work, including any ancillary charges.
Damage to or Loss of the Object
All reasonable care will be given to the Object while in the custody of the Company, but the Company shall not be liable for any loss or damage to the Object, including any consequential loss, whilst the Object is in the Company’s possession or control or that of its duly appointed sub-contractors, unless such loss or damage is due to the negligence of the Company or its sub-contractors.
Without prejudice to the generality of condition 7.1 above, the Company shall not be liable for any damage to the Object as a result of any process applied or work done to the Object by the Company or its duly appointed sub-contractors, unless that damage is due to the negligence of the Company or its sub-contractors. There is always a degree of risk in dealing with delicate artworks and whilst the Company does its best to minimise that risk it cannot be avoided altogether.
The Company shall not be liable for any loss or damage to Objects sustained whilst in transit to or from the Company’s premises, whether or not the Company is providing carriage.
In any event, and notwithstanding anything contained in these Conditions, the Company’s liability in contract, tort, (including negligence or breach of statutory duty) or otherwise, and whatever the cause thereof, arising by reason of or in connection with the Work (except in relation to death or personal injury caused by the wilful act or negligence of the Company or its employees or sub-contractors whilst acting in the course of their duties in connection with the Work) shall be limited to the sum of £1,000. We will not be liable for losses of the following kind: loss of income or revenue, loss of business, loss of profits or loss of anticipated savings, or any indirect or consequential loss.
It is the Client’s responsibility to ensure that the Object is covered by the Client’s own insurance policy at all times, including whilst in transit, handling, storage (regardless of whether such transit or storage is arranged by the Company), and at the Company’s premises, during and after performance of the Work, where relevant, at the premises of a subcontractor, and up until and after the Client takes possession. However, if specifically requested in writing the Company will cover the Object under its own policy, at cost to the Client, subject to an insurance value being provided by the Client and specified on the consignment note. The Client acknowledges that the Company’s own property insurance applies only while the Object is in the Company’s custody or control, and is limited to £50,000 for any one item, pair or set, and an aggregate limit of £50,000 while away from the Company’s premises. The Company’s insurance does not provide full value cover for Objects. If the Client requests the Company to arrange insurance on the Client’s behalf, this must be requested in writing, and any such insurance shall be subject to the terms, limits and exclusions of the Company’s policy(ies). In all cases, the Company accepts no responsibility for determining or verifying the value of any Object.. The Client acknowledges that any valid claim under the Company’s professional indemnity insurance is subject to an excess of £5,000 where the Object has a declared value of up to £50,000, and £10,000 where the Object has a declared value exceeding £50,000, and the Client agrees to be responsible for such excess in the event of a claim. Nothing in these Conditions shall constitute a waiver by the Company or its insurers of any rights of recovery against any third party, including (without limitation) subcontractors engaged in connection with the Work.
Subject as expressly provided in these Conditions, all warranties conditions or other terms implied by statute or Common Law are excluded to the fullest extent permitted by law.
Nothing in these Conditions shall affect statutory rights of a consumer (save to the extent that such rights have been contracted out and/or amended in a legally compliant manner pursuant to these Conditions, or any Contract.
These Conditions shall prevail over any other terms whether express, implied or otherwise.
Termination by us
We may terminate any Contract with you, and/or these Conditions if:
8.1.1.you, being a company, cease or threaten to cease to carry on business or is found to be insolvent, or being an individual, enter into bankruptcy, then without prejudice to any other remedy available to the Company the Company may cancel the contract and suspend any further Work without liability to the Company. If the Work has not been completed, then despite any previous arrangement to the contrary the Client shall pay for the work done up to the date of cancellation on a quantum merit basis;
8.1.2. you don’t make any payment to us when its due and you still don’t make payment within three days of our reminding you that payment is due; and/or
8.1.3. you don’t, within a reasonable time, either allow us to provide the Works, or collect the Object from us (as applicable).
The provision of condition 8 above shall also apply where the Company reasonably believes that any of the events mentioned in condition 8.1 is about to occur and so notifies the Client.
General
Any notice required to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Company of any breach of the contract by the Client shall be construed as a waiver of any subsequent breach of the same or any other provision.
If any provisions of these Conditions is held by any authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
Any dispute arising under or in connection with these Conditions or the work done by the Company and/or pursuant to any Contract shall be governed by the exclusive jurisdiction of the courts of England and Wales. The Client acknowledges that the Company’s insurance policies do not provide cover for any claim brought within, or subject to the laws or jurisdiction of, the United States of America or Canada. Accordingly, the Client agrees (for the avoidance of doubt) that no claim arising out of or in connection with the Work may be brought in the courts of the United States of America or Canada, and that no part of the Contract shall be subject to the laws of those jurisdictions.
These Conditions and any Contract (including any non-contractual obligations arising out of or in connection with it) shall be governed by the Laws of England.
All persons collecting Objects from the Company shall present written authorisation from the Client authorising such collection. The Company shall not be liable to the Client in respect of the collection of an Object by person(s) unauthorised to collect such Object.
Certain legislation and regulations specifically apply to the Object and, in particular, the ‘Dealing in Cultural Objects (Offences) Act 2003’ (‘Act’) and directions issued by HM Customs and Excise. It is the Client’s responsibility to ensure that it is fully aware of the provisions and implications of all such relevant legislation, regulations and directions.
It is the Client’s sole responsibility to ensure that the Object does not infringe the Act and all other applicable legislation and regulations. The Client shall indemnify the Company for any and all losses resulting from a breach of the Act.
The Company reserves the right in its absolute discretion to refuse to undertake Work and/or accept delivery of any Object which it suspects as being a ‘tainted cultural object’ within the meaning of the Act.
9.10.The Company will not accept any liability whatsoever if it is determined by the relevant authority that an Object is tainted within the meaning of the Act.
9.11.We may update these Conditions from time-to-time in our absolute discretion.
9.12.If a court invalidates one or more of these Conditions, the rest shall remain in force.
9.13.We are free to transfer our rights and/or obligations under these Conditions to any third party, but you shall not do so without our prior written consent.
9.14.These Conditions and the terms of any Contract apply as between us, and no third party can enforce it. Neither we nor you shall need any third party’s consent to ending or changing the terms of any Contract.
9.15.In connection with our Work, we may process personal data that you give us, in accordance with our Privacy Policy in force from time-to-time.
9.16.The Company is (as is required by law) registered with a supervisory body in order to follow anti-money laundering regulations. From time-to-time, the Company is required to carry out customer due diligence and other checks in accordance with applicable anti-money laundering legislation. The Client agrees to promptly provide all information and documentation reasonably requested by the Company to comply with such requirements. The Company may suspend or refuse to provide Work where such information is not provided or where the Company considers that proceeding may cause it to breach any legal or regulatory obligation. The Company may terminate the Contract immediately if it is unable to complete legally required due diligence and/or if it has concerns arising from the information provided. The Company shall not be liable for any loss arising from such termination and the Client shall indemnify the Company for any loss (including, without limitation, legal costs and associated commercial costs) and/or damage relating thereto.
Importation of Object
10.1.Where the Company has agreed to arrange carriage on behalf of the Client from outside of the UK or the Client itself has arranged for the Object to be imported to the UK, it is the Client’s sole responsibility to ensure that the Client’s VAT number (if any) is declared on the appropriate Customs form.
10.2.If the Client fails to comply with condition 10.1 and the Company in its absolute discretion determines that the incorrect VAT number has been used, the Company reserve the right to refuse to accept delivery of the Object and may arrange for the Object to be returned to the despatch address and to recover the costs of such carriage from the Client. The Company shall not be liable for any costs, losses or expenses incurred as a result of enforcing its rights under this provision.
10.3.In the event that the VAT is chargeable to the Company as a result of the Client’s failure to comply with condition 10.1 the Client shall indemnify the Company against all loss, damage, costs and expenses incurred by or against the Company in connection with this condition.
Uncollected Objects
11.1.On completion of the Work, or if for any reason no Work is to be carried out on the Object, the Company will take reasonable steps to notify the Client that the Object is ready for collection or delivery. Following such notification, the Client must agree a date with the Company for collection or delivery.
11.2.Notwithstanding Condition 5.1, where the object remains uncollected or the Client fails to take delivery of the Object the Company shall send a notice to the address originally provided to the Company by the Client, stating its intention to sell or otherwise dispose of the Object. If the Client fails to collect or take delivery of the Object thereafter, the Company may exercise its right under the Torts (Interference With Goods) Act 1977 and proceed to sell or otherwise dispose of the Object.
11.3.The net proceeds from the sale of the Object less any costs of the sale shall be payable to the Client. The Company is entitled to deduct from the proceeds of the sale of the Object such amount that has accrued and is owed to the Company for the Work, including any storage and transport charges.
Agreed documentation
12.1.A photographic record of the condition of the Object before, during and after treatment is made by the Company.
12.2.The Company retains the copyright in all reports, drawings, photographs or other forms of documentation made under or in relation to the Contract. Such reports, drawings or photographs may not be reproduced in whole or in part without the Company’s written consent which may or may not be given on such terms as the Company thinks fit or declined with or without reason.
12.3. The Company has the right to use these photos as it sees fit and publish them, including on its social media.
12.4. If the Client does not wish the Company to publish photographs of the Object, this must be conveyed to the Company in writing in advance of delivery of the Object to the Company.
Photographs and Recordings
13.1.Visitors to the Company’s studio, including the Client, its agents or employees may not take any photographs or other recordings in the studio without the Company’s prior written consent.
Cancellation
14.1.Whether you are a consumer or purchasing for a business, there is no statutory right to change your mind about an order where such order is made to your specifications or clearly personalised. Therefore, once we have issued a Confirmation, our Contract is binding and, due to the bespoke nature of the Work, you shall not be entitled to a statutory right to cancel the Contract (i.e. a “cooling-off period”).
14.2.The Contract may be cancelled by you prior to completion of the Work specified in the Contract, provided that:
14.2.1.you inform us in writing.
14.2.2.you shall be liable to pay to the Company the cost of any documentation and Work already carried out and any additional costs already incurred by the Company; and
14.2.3.in addition to the sum in 14.2.2 above, the Company shall be entitled to require payment of the cancellation fee (equivalent to 30% of the estimated costs plus taxes) as specified in the Contract.
14.3.The Company will not accept any liability for any damages, costs, claims and expenses which result from incomplete conservation treatment following cancellation or non-payment of money due from the Client.
Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all Contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.