Terms & Conditions for Interior Design Services
1.Agreement
This agreement for Interior Design Services (“Agreement””) is made between “Three Reasons Interior Design Ltd” located at 5 Longfield Street, London SW18 5RD (“Designer”), and the undersigned (“Client”).
Please indicate your acceptance of this Agreement by signing on the appropriate signature line below and paying the deposit invoice accompanying this agreement, details of which are included below in the accompanying Statement of Work (SoW). This Deposit represents fifty percent (50%) of the total “Project Fee”. The Deposit is non-refundable and is due in full prior to commencing services. This Agreement shall commence on the date that the Agreement is signed and the Deposit is received by Designer (“Effective Date”).
2. Services
Upon receipt of the Project Fee, Designer shall perform services for the Project as set forth in the Statement of Work (“SOW”).
3. Revisions
On completion of the Project, Designer will present the Design Plan to Client. Aside from the agreed number of revisions, as outlined in the SOW, additional revisions to the Design Plan or time spent sourcing and obtaining individual substitutions of hardware (e.g. drawer pulls), fixtures, furnishings, etc., shall be billed at Designer’s Standard Hourly Rate and will be agreed with the client before any additional work commences.
4. Third-party Services
Designer will consult with and recommend prospective contractors necessary for fabrication and installation. Unless otherwise agreed in writing, Designer’s Services do not include: 1) selection, management, supervision or any other obligation with respect to contractors, 2) landscape design or 3) architecture.
5. Expenses
The total cost for the Design shall be the Project Fee, plus any out of pocket expenses that may have been agreed with Client in writing in advance.
6. Purchasing
6.1 For Services performed in connection with Purchasing materials on Client’s behalf, Designer shall be paid at the Standard Hourly Rate. Upon Client’s written approval of the Design Plan, Designer will source, select and/or order special-order or “commissioned exclusively for Client” items (“Custom items”), and purchase items of tile, lighting fixtures, plumbing trim & fixtures, appliances, hardware, fabrics, movable furniture, furnishings, decorative millwork, cabinetry and built-ins, decorative lighting fixtures, decorative hardware, and accessories (“Materials”).
6.2 Prior to purchasing any Materials on behalf of Client, Client shall deposit with Designer sufficient funds to obtain Materials and Designer is under no obligation to purchase Materials unless and until such deposit is received. Cancellations, if available from the manufacturer or vendor, will be assessed on a per-item basis; Custom items cannot be canceled or returned. The Designer shall make the Client aware of any items that are non-refundable prior to making any purchases.
6.3 In the event that the interior designer is authorised to use the client’s credit card for the purchase of furniture, the interior designer agrees to provide detailed receipts for all purchases made on behalf of the client. The interior designer shall only use the client’s credit card for approved furniture purchases related to the project and shall not use the credit card for any personal expenses. The client’s credit card information shall be securely stored and used exclusively for the purpose of purchasing furniture items agreed upon by both parties. The interior designer shall not share the client’s credit card information with any third parties. The client retains the right to review all purchases made on their behalf and to dispute any charges that are not in accordance with the agreed-upon terms. The interior designer shall not be held liable for any fraudulent activity related to the use of the client’s credit card, provided that the interior designer has acted in good faith and in accordance with the terms outlined in this agreement. Both parties agree to indemnify and hold harmless the other party from any claims, damages, or liabilities arising out of the use of the client’s credit card for furniture purchases
6.4 Client agrees to adhere to the individual retailer’s terms and conditions regarding returns, including non-refundables and restocking fees, Designer will provide retailer’s terms and conditions prior to making any purchases on behalf of Client.
7. Contractors
If the Project requires contractors to perform work based on Designer’s concepts not otherwise included in the Services (e.g. third-party contractor services ), Client shall remain responsible for all compensation and insurance related to contractors’ services, even if the agreement has been to pay contractors via the Designer. Designer shall not have any obligation to monitor or supervise construction or other tradesperson services such as lighting consultants, landscape architects, architects, and others.
If Designer recommends a contractor, this will be based on previous work or reputation. However, the Designer cannot be held responsible for the quality of work that the Contractor produces on the project.
8. Payment
Designer shall be compensated according to the terms set forth in this section and as set forth in any Proposal attached hereto, or as mutually agreed upon by the parties from time to time.
Invoicing
Designer shall submit [periodic, e.g., monthly/bi-monthly] invoices to Client which describe the Services performed, the time expended and all reimbursable expenses incurred on behalf of Client. Client shall pay Designer within seven (7) days of receipt of Consultant’s invoice. Designer may suspend performance of Services if Client fails to pay any invoice when due. Client shall be liable for all costs, fees and expenses (including attorneys’ fees) incurred by Designer to collect any amount due. If, after fifteen (15) days, Client fails to pay any outstanding invoice in full, Designer shall be entitled interest in an amount equal to 1.5% per month (i.e., 18% per annum) of the outstanding balance until such invoice amount is paid in full.
Retainer
Retainer Requirement: For projects where the billing structure is based on an hourly rate, the Client agrees to pay a retainer fee before the commencement of any work. The retainer shall cover a proportion of the estimated total cost of the project and shall be determined based on the estimated hours required for the initial phase of the project.
Amount: The retainer amount shall be specified in the project proposal or estimate provided by the Designer and agreed upon by both parties.
Hourly Billing: The Designer will bill the Client on an hourly basis for services rendered. The retainer will be depleted as work progresses, and the Client will be notified when the retainer balance falls below 2 hours.
Refill of Retainer: Upon depletion of the retainer, the Client agrees to refill the retainer to the initial agreed-upon amount before any further work can proceed. Failure to replenish the retainer within 7 days of notification may result in suspension of services until the retainer is replenished.
Unused Retainer: In the event that the actual hours worked are less than the retainer amount, the unused portion of the retainer will be refunded to the Client within 7 days of project completion.
Non-Refundable: The retainer fee is non-refundable, except as stated in clause 5 (Unused Retainer).
Project Management related payments
For projects requiring project management where the Designer will be invoicing on a monthly basis, a deposit to cover 5 hours is required. This deposit will either be offset against the final 5 hours of the project or refunded no later than 7 days after the project is completed, as agreed upon with the client.
The Designer will provide the Client with a weekly timesheet report, detailing the time spent on the project. On the 20th day of each month, the Designer will invoice the Client for the total hours worked within the period from 20th day of the previous month to 19th day of the current month.
Reimbursable Expenses.
Client agrees to reimburse Designer for all actual, out-of-pocket expenses incurred by Designer in relation to the Project, including but not limited to costs to obtain samples, drawings, drafting services, parking, postage and handling, freight, delivery and storage costs. Client shall approve in advance and reimburse Designer for all reasonable travel, lodging, and meal expenses incurred by Designer and Designer’s staff (where necessary) in connection with the Project.
9. Proprietary rights
9.1 Client acknowledges that Designer’s proposed specifications including the Design Plan may include written materials or documentation that describe, support, or engender concepts, ideas, instructions, samples, related materials or documentation, photographs, drawings, schematics and copies of the foregoing, all of which may be subject to copyright, patent, trademark, right(s) of publicity and/or attribution rights (collectively, “Proprietary Rights”). Designer hereby reserves all right, title and interest in and to such Proprietary Rights, whether registered or registerable, patented or patentable. Client agrees to not challenge the validity or enforceability of Designer’s Proprietary Rights. All Proposals and, if applicable, SOWs are proprietary and exclusive to Designer, and Client shall not copy, distribute, or make Proposals available to any third party without Designer’s express written permission. Under no circumstances shall Client alter or remove, efface or obscure any trademarks, labels or other proprietary notices, except with Designer’s express written permission. Client shall have the unlimited right to the quiet use and enjoyment of the results and proceeds of the Design Plan in the Project and any Proprietary Rights embodied therein upon completion of the Project by Designer.
9.2 Designer’s drawings are conceptual in nature and are intended to set forth design intent, they are not to be used for architectural or engineering purposes.
9.3 Client hereby grants Designer permission to include the description and images of the Project in any marketing, promotional and/or advertising campaigns.
9.4 Designer shall comply with all local laws, ordinances and rules or any other applicable law that may impact Designer’s performance of its obligations under this Agreement. Client shall provide Designer with access to the Project and all information needed to complete the Project.
10. Disclaimers & Limitations of Liability
10.1 Designer shall not be responsible for ensuring that any contractor, including any architect, is duly-licensed, or liable for any act or omission of any third-party contractor or manufacturer including mistakes, delays, or incomplete orders.
10.2 Designer makes no representations, and expressly disclaims all responsibilities, about the suitability, for any purpose, of the Services. Services are provided “as is” without expressed or implied warranty of any kind. Designer disclaims all warranties with regard to the Services including all implied warranties of merchantability and fitness for a particular purpose.
10.3 In no event shall either party be liable for any consequential, special, punitive, exemplary, or indirect damages, including but not limited to any damages for anticipated profits, loss of revenue, economic loss, cost of procurement of substitute goods or services, loss of use of Materials, or interruption of business or personal affairs, arising in any way out of this Agreement, under any theory of liability in contract, tort, or otherwise. In no event shall the total liability of a party for any causes of action arising out of this Agreement exceed the sums paid to Designer as compensation hereunder. The foregoing right to monetary damages shall be in lieu of any other remedies which a party may have against the other
10.4 Client agrees to indemnify, defend and hold the Designer harmless to the fullest extent permitted by law from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) relating to or arising out of the negligence, failure and/or acts or omissions on the part of Client or any architect, vendor, supplier, contractor or agent hired or retained by Client
11. Permits
Client is responsible for obtaining any and all necessary permits, licenses, waivers, or approvals required by any governmental agency, homeowner’s association or condominium association.
12. Termination
Designer and Client may terminate this Agreement immediately upon notice for any reason or no reason. Upon termination, Designer shall cease performing Services and Client shall pay any outstanding invoices and amounts due for reimbursable expenses. All in-process orders for Materials shall be delivered to Client, subject to Client’s payment of any balance which may be due on such Merchandise.
13. Force Majeure
If the occurrence of any event beyond the reasonable control of a party makes performance impossible, contrary to law, or commercially unreasonable, such party shall be temporarily excused from performing its obligations under this Agreement for the duration of the event and the excused party shall resume performance of its obligations with due diligence after the expiration of such event. The parties will use their best efforts to overcome the cause and effect of any such suspension.
14. Miscellaneous
A. Non-Disparagement
Each Party agrees that neither it, nor its directors, officers, shareholders, employees, or agents shall say, write, or cause to be said or written, any statement that is defamatory, derogatory or disparaging of the other party, whether in print, electronically, on any public or social platform.
B. Legal Fees
Client shall be responsible for all reasonable costs, fees, and expenses incurred by Designer to collect any amount due under this Agreement or otherwise enforce any of its rights arising out of this Agreement. The parties agree that any judgment or order entered will contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing the judgment.
C. Relationship of the Parties
Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
D. Entire Agreement
This Agreement and the attachments hereto set forth the entire understanding between the parties and supersedes all previous agreements, arrangements, and understandings between the parties, whether verbal or written, and may not be amended except in writing and signed by both parties.