BY PURCHASING AN ONLINE INTERIOR DESIGN PACKAGE YOU AGREE TO THESE TERMS. SILK AND STONE RECOMMENDS YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
This ONLINE INTERIOR DESIGN AGREEMENT (the “Agreement”) is made effective on the DATE OF PURCHASE (the “Effective Date”), by and between the CLIENT with the principal address located as provided in ADDRESS (the “Client”), and DESIGNER Silk and Stone (the “Designer”).
BACKGROUND
A. The Client is of the opinion that the Designer has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Designer is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Designer (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1.0 DESIGN SERVICES
The Client hereby agrees to engage the Designer to provide the Client with the following services (the “Services”):
Conduct an initial design study of Client Submitted Materials as outlined by the Designer in Paragraph 2;
Review with the Client the design preferences and budget for each area(s);
Prepare one (1) set of Conceptual Layouts containing a minimum of two (2) black and white floor plan view for Client feedback and approval; and
Prepare a Design Package consisting of;
for;
Insider Service Level; one (1) Concept Option, one (1) Floorplan, one (1) Shopping List, one (1) Implementation Guide, 15 days of Post Project Support
Signature Service Level; one (1) Concept Option, one (1) Floorplan, one (1) Shopping List, one (1) Implementation Guide, two (2) 3D Rendering Views, 30 days of Post Project Support
Concierge Service Level; two (2) Concept Option, one (1) Floorplan, one (1) Shopping List, one (1) Implementation Guide, two (2) 3D Rendering Views, one (1) Virtual 3D Video Walk Through, 45 days of Post Project Support
1.1 SERVICE PERIOD
The Designer agrees to complete Design Services within two-three (2-3) weeks, plus uphold the days specified for Post Project Support following purchase of a Online Interior Design package (the “Service Period”).
1.2 CHANGES OR MODIFICATIONS
The Client may request of the Designer:
Insider Service Level; one (1) Revision on concept only.
Signature Service Level; two (2) Revisions on concept only.
Concierge Service Level; two (2) Revisions on concept only.
All revisions or alternate product recommendations are to be completed within Service Period.
Requests from the Client outside this period are not guaranteed by the Designer and the Designer will not required to accept such requests. The Client agrees that revisions made outside the Service Period are to be billed to the Client as Additional Services as outlined in Paragraph 7.2.
2.0 CLIENT MATERIALS
2.1 CLIENT MATERIALS SUBMISSION
The Client hereby agrees to supply the Designer with Client provided project materials (the “Client Materials”) and information submissions within three (3) days of purchase:
A Questionnaire provided by Designer, completed in detail;
Inspiration images, a minimum of 10 images per area or room;
Before Images of the existing area or room, containing all walls and views; and
A Site Measure, using instructions provided by Designer.
All Project Materials are to be submitted to the Designer within the Project Portal assigned.
If Project Materials are not submitted to the Designer within three (3) days of purchase, the Client hereby agrees that the Designer shall not be liable to complete the Design Services within two-three (2-3) weeks after package purchase. A revised completion timeline will be provided to the Client at the Designer’s discretion.
2.2 REVIEW AND FEEDBACK
Following the submission of the above materials, the Client will be required to review all submissions and written communications provided by the Designer within three (3) days of notice including, but not limited to:
Provide written feedback of Conceptual Layouts to Designer;
Approve one (1) Conceptual Layout option in order to fulfill the require design package;
Provide written feedback and flag products for revision; and
Approve the final design package and product list.
Upon completion, the Client will be responsible for printing their Completed Design Package and completing the recommendations as provided by the Designer on their own or with a qualified Contractor.
3.0 PURCHASING PRODUCTS
3.1 PURCHASING PRODUCTS ON YOUR OWN (SELF-PURCHASING)
The Client will be provided a list of products by the Designer for their approval. Each product will contain specifics about the product and the specified commercially reasonable retail price (the “Client Price”). All purchases made from Vendors or Suppliers recommended by the Designer or Client will be the Client’s own risk and expense. As such, each Vendor or Supplier has varied process and procedures and it is the Client’s responsibility to read and accept the specified Vendor’s terms, conditions, return policy, and delivery methods.
The Client is only eligible to receive a “trade discount” or additional discounts made available to the Designer by the supplier or vendor if Concierge Service Level is purchased.
Should the Designer become involved in the purchases made at the request of the Client as Additional Services, the Client agrees to pay the Designer at an hourly rate of $80.00 per hour, including (10% G.S.T.), for communication and coordination with the Client and Vendor/Supplier.
3.2 PURCHASING PRODUCTS FROM DESIGNER
If elected by the Client, purchases of Products, i.e. furnishings, textiles (fabrics), rugs, art, accessories, tile, plumbing fixtures or other design materials, through the Designer will serve as payment to the Designer for its Services rendered to Client for Purchasing Services. The Client agrees that the Designer is charging commercially reasonable “retail” prices for said purchased items and is not required to disclose or provide the Client any available “trade discount” or product costs received by the Designer.
3.2.1 Placing Orders & Assessing Delivery Times
Complete the purchasing of goods on Client’s behalf;
Clarify and communicate estimated delivery times; and
Manage open orders by efficiently tracking goods.
3.2.2 Refunds and Cancellations
Once the Client approves a product for purchase, the product can not be returned or cancelled without written notice to the Designer. The Designer is not required to accept such notice. For custom products, the Client agrees that the product is non-refundable, non-cancellable, and not returnable for any reason.
3.2.3 Identify & Resolve Deficiencies
Identify and resolve all deficiencies identified within three (3) days of delivery of goods; and
Manage Warranty Claims with Vendors and coordinate the required details on the Client’s behalf.
3.2.3) Inspections and Warranties
The Client shall have the benefit of all guarantees and warranties from suppliers and manufacturers possessed by the Designer, but only to the extent transferable. The Client further understands and agrees that the Designer makes no warranties, however, for the products or services the Designer proposes, designs or provides over and above the manufacturer’s or supplier’s warranties. In particular, the Designer cannot guarantee any fabric, material or article against fading, wearing or latent defects over and above the manufacturer’s warranty.
The Client further understands and agrees that the Client is under an obligation to inspect all items immediately upon delivery and/or installation and to communicate, in writing, any concerns to the Designer within twenty-four (24) hours from the time of delivery and/or installation so as to allow the Designer the opportunity to pursue any warranty or guaranty on behalf of the Client. The Client further acknowledges and agrees that the Client’s failure to promptly notify the Designer of any defects or concerns may result in the voiding of or inability to pursue any guaranty or warranty.
4.0 TERM OF AGREEMENT
The term of this Agreement (the “Term”) will begin on the Online Design Package purchase date and will remain in force for a period of six (6) weeks, subject to earlier completion as provided by this Agreement. The Term may be extended within the written consent of each of the Parties.
5.0 PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6.0 CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
7.0 COMPENSATION
7.1 ONLINE DESIGN SERVICE FEE
The Designer will charge the Client a flat fee of ranging from $120.00 – $1450.00 depending on the service purchased for the Services (the “Compensation”). The Client will be required to purchase the design service or products with 100% payment in advance. Invoices submitted by the Designer to the Client are due upon receipt. All purchases made by the Client to the Designer are non-refundable and non-transferable.
The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
The Designer will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
7.2 ADDITIONAL SERVICES
No Additional Services are included in the Online Interior Design service. If such Additional Services are requested by the Client, such as becoming involved in the Clients product purchases or additional revisions, changes, or modifications to the purchased Online Interior Design service, the Designer is not obligated to perform such services unless expressly agreed to in writing. Additional Services will be invoiced to the Client at an hourly rate of $80.00 per hour, including (10% G.S.T.).
8.0 CONFIDENTIALITY
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Designer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Designer has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Designer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Designer.
9.0 OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Designer. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Designer.
10.0 RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Designer make available for the Client the return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
11.0 CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the Designer is acting as an independent contractor and not as an employee. The Designer and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
12.0 NOTICE
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
Client Address – As provided in the Address field of their Client file (to be provided by the Client at time of purchase)
Designer Address – Silk and Stone, support@silkandstone.net.au
or to such other address as either Party may from time to time notify the other.
13.0 INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
14.0 MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
15.0 TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
16.0 ASSIGNMENT
The Designer will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
17.0 ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
18.0 ENUREMENT
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
19.0 TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
20.0 GENDER
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
21.0 GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of Australia.
22.0 SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
23.0 WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.