These terms apply to quotations, services and physical items supplied by Darren Wilson Works (“DWW”) to business clients, unless different terms are expressly agreed in writing. The project quotation sets out the specific scope, fee, payment schedule and delivery arrangements. If a quotation expressly varies a term below, the quotation takes precedence for that project.

1. Quotations and acceptance

• Quotations are based on the brief, specifications, quantities, materials and timing provided at the time of quoting. Unless stated otherwise, a quotation is open for acceptance for 30 days.

• A project is confirmed when the client accepts the quotation and these terms in writing, including through DWW’s online approval form, and any required deposit has cleared. DWW is not required to reserve production time or order materials before these steps are complete.

• Delivery dates are estimates based on the agreed scope and the timely receipt of client-supplied materials, information, decisions and approvals. The agreed schedule may change if these are delayed.

2. Scope, changes and additional work

• The quotation describes the agreed work and deliverables. Requests outside that scope—including extra props or quantities, redesigns, revisions, changes to approved specifications or additional installation/transport—may incur additional fees and affect delivery dates.

• DWW will confirm the additional scope, price and any schedule change in writing before proceeding where practicable. DWW is not obliged to begin additional or varied work until the client has approved the variation and any required payment has been received.

3. Deposits and payment

• Payment deadlines and any deposit or milestone schedule will be stated in the quotation or invoice. Unless otherwise stated, invoices are due within 14 calendar days of the invoice date.

• A deposit is payable before work begins where specified. For projects involving substantial materials, longer production periods or multiple stages, DWW may require staged payments or payment for materials in advance.

• Unless the quotation states otherwise, the final balance is due before completed items are released for collection, dispatch or delivery. Any alternative arrangement must be agreed in writing.

4. Overdue invoices, suspension and new work

• If an invoice is overdue, DWW may suspend work and/or defer delivery or collection, where permitted by the contract and applicable law. DWW will notify the client if work is suspended.

• DWW will not commence a new project, additional props, variations or other chargeable work while any invoice owed by the client to DWW is overdue, unless DWW agrees otherwise in writing. This applies even if the new work is discussed or quoted before the overdue balance is settled.

• Suspension or late payment may affect delivery dates. A revised schedule will be confirmed when work can reasonably resume. Reasonable additional costs caused by suspension, storage, rebooking or remobilisation may be charged where agreed or recoverable under the contract or law.

5. Late commercial payments

• For qualifying business-to-business debts, DWW reserves the right to claim statutory interest, fixed compensation and eligible recovery costs under applicable late-payment legislation. Statutory interest is generally 8% above the relevant Bank of England base rate. Whether a debt qualifies depends on the transaction and applicable law.

• Clients should notify DWW promptly in writing of any genuine invoice dispute and pay any undisputed amount by its due date.

6. Client responsibilities and delays

• The client must provide agreed materials, assets, dimensions, specifications, permissions, decisions and approvals in good time and ensure that supplied items are suitable for the agreed purpose.

• DWW is not responsible for delays caused by late client information, materials, approvals, third-party suppliers or other circumstances reasonably outside DWW’s control. Delivery dates may be revised accordingly.

7. Prototypes, samples and handmade variation

• Where a prototype or sample is included, the quotation will state whether it is for approval, a final deliverable, or a reference for production. Written approval confirms the agreed direction and specification for subsequent work.

• Handmade and scenic finishes may have reasonable variations in colour, texture, dimensions and appearance. Such variations are not defects where they are consistent with the approved sample, brief and reasonable tolerances.

8. Delivery, collection and ownership of physical items

• Delivery, installation, transport and collection arrangements will be stated in the quotation. The client must provide accurate delivery details and ensure that the items can be received safely.

• To the extent permitted by law and the contract, DWW may retain possession of completed items until the relevant project balance has been paid. Risk in physical items passes to the client on delivery or collection, unless otherwise agreed in writing.

9. Cancellation

• If the client cancels or materially changes a project after acceptance, the client must pay for work completed and reasonable costs or commitments incurred up to the cancellation date, including non-returnable materials and supplier charges, subject to the quotation and applicable law.

• Any deposit will be accounted for against amounts properly due; it is not automatically forfeited or automatically refundable. DWW will provide a reasonable breakdown of cancellation charges if requested.

10. Intellectual property and use

• Unless otherwise agreed in writing, DWW retains its pre-existing intellectual property, methods, templates, designs, working files and know-how. Once all sums due for the project have been paid, the client may use the final deliverables for the purpose agreed in the quotation.

• Transfer of copyright, exclusive rights, editable/source files or broader usage rights must be expressly agreed in writing.

11. Quality, liability and client-supplied items

• DWW will perform the agreed services with reasonable care and skill. The client should inspect deliverables promptly and notify DWW in writing of any apparent issue within a reasonable time.

• DWW is not responsible for defects or delays caused by client-supplied materials, inaccurate specifications, misuse, unauthorised alterations, normal wear or use outside the agreed purpose.

• Nothing in these terms excludes or limits liability where doing so would be unlawful. Subject to that, DWW is not liable for indirect or consequential loss or loss of profit arising from the project.

12. General and governing law

• These terms and the accepted quotation form the agreement for the project. Any amendment must be agreed in writing by both parties. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.

• These terms are governed by Scots law and disputes are subject to the jurisdiction of the Scottish courts, unless otherwise agreed in writing.