1. Parties and purpose
This framework is between Futures Art Ltd trading as The Interior Exchange (TIE) and the person or business applying to or participating in the TIE network (the Network Member). A designer, studio, client or other recipient of an introduction may also accept the relevant Introduction Notice. This agreement governs the process for project-specific introductions; it does not oblige TIE to make introductions or the Network Member to accept one.
2. Definitions
Introduction Notice means TIE’s written electronic notice identifying the Network Member, the designer or other introduced party, the project or opportunity, the applicable commercial arrangement and the response deadline. Registered Introduction means an introduction recorded by TIE and accepted electronically by the Network Member and any other party whose acceptance the Introduction Notice requires. First Project means the first order, appointment or paid engagement arising materially from a Registered Introduction. Net Trade Transaction Value means the amount payable to the Network Member for the relevant goods or services after the designer’s trade discount and other agreed reductions, excluding VAT, separately itemised delivery, pass-through third-party costs, refunds and credit notes. Business Day means a day other than Saturday, Sunday or a public holiday in England and Wales.
3. Network registration
Registration is an application to join the TIE network. It creates no commission, sourcing-fee, exclusivity or minimum-work obligation. TIE may accept, decline, pause or remove an application or membership following review. Network membership does not guarantee an introduction, project or sale. The Network Member remains free to trade independently and through other channels.
4. Introduction process and electronic acceptance
Before making a chargeable introduction, TIE will issue an Introduction Notice showing the proposed parties, opportunity, fee, calculation basis and any project-specific variation. The introduction becomes a Registered Introduction only when the required parties accept the notice electronically, including by an acceptance link, checkbox, email reply or other method that records the person, date, time and version accepted. Silence, registration alone, receipt of a general enquiry or an informal conversation is not acceptance. If the notice is not accepted, no commission is due under it.
5. Standard commission and trade pricing
Unless the accepted Introduction Notice states a different arrangement, the Network Member will pay TIE a commission equal to 10% of the Net Trade Transaction Value for the First Project. The Network Member will provide the designer with its stated trade pricing or the project-specific trade pricing confirmed in the Introduction Notice. The designer trade benefit is applied first; TIE’s commission is then calculated on the resulting net trade amount, excluding VAT. The Network Member normally contracts with and invoices the designer or client directly. TIE is not the seller, purchaser or payment agent unless expressly agreed in writing.
6. First Project principle
The standard commission applies only to the First Project arising from a Registered Introduction. No commission is due on later projects between the same parties merely because TIE originally connected them. A later project is chargeable only if it is separately introduced and registered by TIE, or the parties expressly agree otherwise in a new Introduction Notice. Variations, extensions, repeat orders or additional phases forming part of the same underlying brief are treated as part of the First Project.
7. Pre-existing relationships
No commission is due where the Network Member shows that, before receiving the Introduction Notice, it had a genuine and active pre-existing relationship with the introduced designer or client in relation to the same project or opportunity. The Network Member must notify TIE within five business days of the notice and before accepting it, providing reasonable dated evidence such as a relevant enquiry, quotation, purchase order, invoice, meeting record or substantive correspondence. A dormant trade account, mailing-list entry, social-media connection, general awareness or unrelated historic project does not by itself establish a pre-existing relationship. TIE will review the evidence reasonably and confirm whether the introduction will be withdrawn, narrowed or varied before acceptance.
8. Transaction reporting
For a Registered Introduction, the Network Member will give TIE an accurate written update within five business days of issuing a quotation, receiving an order, agreeing a material variation, issuing a credit or refund, or receiving payment. The update must include the project reference, relevant transaction value excluding VAT, designer trade discount, status and expected or actual payment date. The designer or introduced party may be asked to confirm the same information. TIE will keep commercially sensitive information confidential except where disclosure is required to administer the introduction, enforce the agreement or comply with law.
9. Invoicing and payment
TIE may invoice its commission when the Network Member receives the corresponding customer payment. Where the customer pays in instalments, commission accrues and may be invoiced proportionately. TIE invoices are payable within seven calendar days unless the Introduction Notice states otherwise. Commission will be adjusted for a genuine refund, cancellation or credit actually given to the customer, provided the Network Member supplies reasonable evidence. Each party is responsible for its own taxes.
10. Non-circumvention
Once an Introduction Notice has been accepted, the parties must not conceal, re-route, misdescribe or defer the First Project, use an associated person or entity, or otherwise avoid recording or paying the agreed commission. This restriction is limited to the Registered Introduction and First Project and does not prevent independent dealings, pre-existing relationships established under clause 7, or later projects covered by clause 6. The parties will act in good faith and provide information reasonably required to reconcile the relevant transaction.
11. Responsibility for the project
The Network Member and the designer or client are responsible for their own checks, contract, specification, pricing, manufacture or performance, delivery, installation, payment and project decisions. TIE facilitates the introduction but does not guarantee suitability, availability, quality, solvency or performance and is not a party to their supply or services contract unless expressly stated.
12. Confidentiality and data
Each party will keep non-public commercial, project and personal information confidential and use it only for evaluating, making and administering the relevant introduction or as required by law. Personal information is handled in accordance with TIE’s Privacy Notice. Neither party may publish the other’s confidential pricing or project information without permission.
13. Intellectual property and publicity
Each party retains ownership of its existing names, marks, designs, images, documents and other intellectual property. Network membership and an introduction do not transfer any intellectual-property rights. TIE may identify the Network Member within its private sourcing work. Public use of a party’s name, logo, project imagery or testimonial requires that party’s prior permission, unless already lawfully public and used only as a factual reference.
14. Term and termination
This framework starts when the Network Member accepts it during registration and continues until either party gives written notice. Termination stops future introductions but does not affect an accepted Introduction Notice, accrued rights, payment obligations or clauses intended to continue. TIE may suspend participation immediately where it reasonably believes there has been dishonesty, serious non-performance, misuse of confidential information or conduct likely to harm a client, network member or TIE.
15. Liability
Nothing in this agreement excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, neither party is liable under this framework for indirect or consequential loss. TIE’s total aggregate liability arising from a Registered Introduction will not exceed the commission actually received by TIE for that introduction. This clause does not reduce a party’s obligation to pay properly due commission or protect deliberate circumvention.
16. General terms
No variation is effective unless recorded in writing by TIE and the affected party or parties. If a provision is unenforceable, it will be adjusted to the minimum extent necessary and the remaining provisions continue. A failure or delay in enforcing a right is not a waiver. No person other than TIE, the Network Member and a party expressly accepting the relevant Introduction Notice may enforce this agreement. The parties are independent businesses; nothing creates a partnership, agency, employment or exclusivity arrangement.
17. Notices, disputes and governing law
Notices and acceptance may be sent electronically to the contact details supplied by the parties. A concern should first be raised promptly with TIE at hello@theinteriorexchange.co.uk so the parties can try to resolve it in good faith. This agreement, each Introduction Notice and any non-contractual dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.