TERMS AND CONDITIONS OF DESIGN SERVICE

Agreement. The Agreement is effective when signed. By signing, you represent that:

1. you are legally capable of entering into binding contracts;

2. all parties that own the Property have read and agree to be bound by the Agreement;

3. you are responsible for coordinating all decision-making with parties other than Designer and promptly responding to requests for information and approvals from Designer;

4. you are responsible for the accuracy of all information provided to Designer, including additional information that may impact design selections; 

5. you own or have permission to make changes to the Property including obtaining permits as necessary.

6. You agree to promptly respond to requests for information and approvals from Designer;

7. You will review and proofread all proposals and information provided to you by Designer and will correct any errors. If you approve a proposal or invoice and later find errors, you will incur the cost of correcting such errors.

8. You will comply with all laws and regulations as they relate to the services; and

9. You will ensure that the premises are safe and free from dangerous conditions.

Access. You agree to grant reasonable access to the Property for the Designer and our representatives, as well as to contractors required to perform the agreed-upon work. You understand that the peace and privacy of your home may be disrupted for the time required to perform the work. Failure to provide access as set forth in this paragraph may delay the work and gives us the right to terminate the Agreement and collect any outstanding balances.

Personal Property.  We take all precautions during completion of the services to protect your personal property; however, it is your responsibility to make appropriate arrangements for safekeeping of valuables and protection of your property. Any loss resulting from the failure to adequately secure valuables or damage to your property that is not directly caused by us will be your sole responsibility and you agree that we will not be liable for any such losses. 

Payment and Fees.  You agree to make timely payment of all invoices in accordance with the payment terms set forth in the Agreement. Our fees and rates are explained in the Letter Agreement.  Rates do not include travel fees (billed hourly, plus reasonable expenses for lodging and transportation), installation, subcontractor fees, shipping, receiving, warehousing and other third-party fees, which will be billed separately. All travel; food and lodging expenses for workroom personnel, upholsterers, painters, and allied tradesmen will be billed to the Client at cost as per the vendor’s invoice to the Designer. Any out-of-scope work will be billed at our then current hourly rates, which are subject to annual adjustment.

Reimbursable Expenses. Disbursements and other out- of-pocket expenses incurred by Designer in connection with the Project shall be reimbursed by Client upon receipt of an invoice detailing said disbursement(s).  Reimbursements shall include, travel costs, printing costs, duplications of plans and specifications and other similar expenses. Disbursements and expenses are non-refundable.

Payment Schedule. All invoices are due immediately upon receipt and any invoice not paid within fourteen (14) days will accrue interest at one percent (1%) per month or the maximum amount allowable by law, whichever is higher. We may suspend performance until all past due invoices are paid in full. You understand that your late payment may cause delays or re-sequencing of work that may impact the installation process, the project budget, product availability and deadlines; Designer is not responsible for such delays. Payments received are applied to the oldest invoice. All costs associated with the collection of overdue accounts, including attorney's fees and expenses and any court fees or filing fees, will be billed to Client, and Client is responsible for such costs, fees and expenses.

Changes to Scope of Work.  Any changes made to the scope of work as set forth in the agreed upon Letter of Agreement require a written amendment to the Letter of Agreement signed by both parties.  

Intellectual Property.  Designer retains ownership of all creative deliverables, including but not limited to: designs, drawings, plans, CAD files, proposals, pricing, and other intellectual property ("Intellectual Property") created in connection with the project, unless otherwise agreed upon in writing. Intellectual Property includes, but is not limited to: all copyrights, trademarks, trade secrets, and patents. Client agrees not to use any of Designer's Intellectual Property to complete the design work with a different designer in the event of termination of the Agreement by either party. Client further agrees to credit Designer for the design work in any publication, including but not limited to social media, websites, and promotional materials. The credit shall be prominently displayed and shall include Designer's name or company name as specified by Designer. Client agrees to indemnify and hold Designer harmless from and against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this provision. In the event of a breach of the Agreement by Client, including but not limited to the unauthorized use of the designs, Designer shall be entitled to seek specific performance as a remedy, in addition to any other remedies available at law or in equity. 

Other Contractors and Installers.  From time to time, Designer may work with Client’s independent contractors, subcontractors and/or installers (collectively “Workers”); meet with the Workers for estimates; and visit the Project Site to note if the Workers’ work conforms to Designer’s Design Services and concepts. Designer makes no representations or warranties about, and may not be held liable for, the Workers’ performance, quality, timely completion or delivery of any work, materials, or equipment furnished.  Designer does not oversee the Workers’ work or intermediate any disputes between the Client and Workers. Client acknowledges and agrees that Designer shall not be responsible for (i) the quality of the work performed by Workers, (ii) any loss or damage that is caused by, results from or arises out of the actions or inactions (whether or not negligent, reckless, grossly negligent or intentional) of any Worker, (iii) the failure of any Worker to meet any standard of quality or to have any license, permit or insurance coverage that might be required or prudent for such Worker to meet or have, or (iv) the failure of any Worker to complete its work on a timely basis or at all. Client may, from time to time, provide Designer with the authority to make decisions on behalf of Client with respect to the work to be performed by Workers.

Client’s Responsibility.  Client will provide full information to Designer regarding the requirements for the project. If Client observes or otherwise becomes aware of any fault or defect in the project or nonconformance with the design, Client will give Designer prompt written notice. Designer is not responsible for required permits, HOA approvals, governmental approvals, engineering, manufacturing defects, or actions of third parties under any circumstances.  

Project Delays.  We are not in breach of the Agreement if we are unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, the act of God or public enemy, death, illness or incapacity, pandemic, or any local, state, federal, national, or international law, governmental order or regulation of any event beyond Designer’s control (collectively “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, we will give you notice of our inability to perform, or delay and will propose revisions to the schedule.

Non-Solicitation of Vendors.  You agree that at no time will you directly or indirectly solicit or contact any vendor with whom we have an affiliation, nor will you present yourself as our representative or interfere with our vendor relationships.

Returns and Damage to Merchandise.  All sales are final. No returns will be accepted.  Client will inspect all merchandise within two days of delivery and advise Designer immediately of any damage or non-conformity. Failure to notify Designer immediately may impact Designer’s ability to work with manufacturers to address the damage of non-conformity.

Limitation on Warranties.  Designer does not provide warranties of any kind on goods or services. In particular, Designer does not guarantee any fabric, material or article against fading, wearing or latent defects. Products purchased through us may be subject to manufacturer warranties to the extent applicable. Products purchased directly by Client are the responsibility of Client. Designer explicitly disclaims any other warranties of any kind, either express or implied, including, but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project. 

Photography.  As Designer requires a record of all projects, Client will permit Designer to photograph the Project at various stages. Designer will be entitled to use photographs for its business purposes, including but not limited to use on social media and in marketing materials. Client should expect one day for professional photography, shortly after completion of installation. Accessories may be used for photography and styling purposes. Such accessories may be available for purchase. Since these photographs may appear in nationally recognized media (hardcopy, internet or television), personal photos of the Client or its family members may be temporarily stored out of sight before the session begins to protect privacy. The Client’s name(s), persons, or family pictures will not be mentioned in print or photographed for any media usage without their written consent. Additionally, if Client or its agents documents the Project, Designer will be given credit as Designer if such documentation is released publicly.  

Safety and Refusal to Perform Services.  Designer reserves the right to refuse service for any reason in its sole discretion, including, but not limited to, unsafe or untenable work conditions.  Unsafe working conditions include, but are not limited to: excess dust, rodents, infestations, paint, toxic waste, or sickness on the premises.  If Designer is unable to provide the Services due to unsafe working conditions, as deemed in Designer’s sole discretion, Designer will not refund any money Client has previously paid in advance of performance of the Services.

Early Termination. The Agreement may be terminated by us at any time or by you upon fourteen (14) days’ written notice.  In the event of termination, you will be responsible for any outstanding charges, fees, costs, expenses and products and trade services purchased or contracted. 

Indemnification and Limitation of Liability.  Client understands that the design services may represent the opinion and tastes of Designer as Designer interprets Client’s goals and wishes.  Designer is not liable for designs that may later be undesirable or cause inconvenience.  Any of Designer’s drawings, designs or renderings may not be used for architectural or engineering purposes and Designer is not liable for designs used for such purposes. Client agrees to indemnify and hold  harmless Designer and our members, principals, employees, officers, agents, affiliates, advisors, and assigns (the "Indemnified Parties") from and against any and all liability, loss, costs, claims, damages, injuries, or death (including those suffered by third parties, and including all costs and expenses, including reasonable attorney’s fees of any litigation related to such claims) arising from theAgreement, unless and only to the extent such liability results from the negligence or willful misconduct of the Indemnified Parties. In no event will Client hold any of the Indemnified Parties responsible for loss, damage, or injury caused by a third-party contractor, manufacturer, or vendor, regardless of whether such contractor or vendor is hired by Client or any Indemnified Party. Designer has no liability to Client or any third party for special, indirect, or consequential damages.  In no event will Designer’s liability under the agreement exceed amounts paid to Designer for services rendered by Designer.

Insurance.  Client is responsible to maintain homeowner’s insurance and to ensure that all contractors are fully insured.  In-transit insurance coverage will be arranged through Designer unless otherwise requested and will be billed to the Client. Upon delivery of goods or furniture to the Client's premises, the Client shall assume responsibility thereafter for loss or damage. 

Choice of Law and Dispute Resolution.  The Agreement is governed by the laws of the State of New York without reference to its conflict of law principles. If a dispute arises out of or relates to the Agreement, the parties may agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Construction Industry Mediation     Procedures before resorting to arbitration. In the event the parties arbitrate a dispute, any such arbitration will be conducted by an arbitrator experienced in the construction and interior design industry. An award of arbitration may be confirmed in a court of competent jurisdiction. In the event of a claim being brought to enforce rights under this contract, the prevailing party will be entitled to recover its costs and expenses, including but not limited to reasonable attorneys’ fees, incurred in the event of a breach of this contract. Any mediation or arbitration will take place in Brooklyn, New York.   

Non-Disparagement. Designer and Client agree that they will refrain from making disparaging comments (including online) about the other while and after resolving any dispute arising from or related to the Agreement or the services provided.

Miscellaneous.  If any of the provisions of the Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of the Agreement will remain in full force and effect without being impaired or invalidated in any way. Any failure of either party to enforce any provision of the Agreement or any right or remedy provided for therein, will not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy. Designer is an independent contractor, and not an employee, of Client. The provisions of the Agreement that are intended to survive termination will survive.