Terms and Conditions

RATES:

• Sales tax will be added to all prices
• Consulting hours are Mon – Fri: 9am – 5pm
• Current design rates will be forwarded via email or in response to your website inquiry

PAYMENTS:

• All consults are invoiced and payable in full 3 business days before the appointment.
• Cancellation Policy on Consultations - Client must cancel the appointment 24 hours or more before the appointment time for a full refund. If the appointment is canceled within a 24 hour window, there will be no refund to the client. 
• Fees on credit card payments: a small fee applies to payments made with credit cards.
• Concept design work (Mood Boards/ E-Design) is payable by invoice at the time of booking.
• Renovation, project management and procurement projects are invoiced as follows:

              - 50% of upon agreed budget is required 1 week before commencement of work.

              - Ongoing invoices of remaining balance are staggered throughout the project with the

                 final invoice payable within 7 days of completion of major works on project.       

              - All shopping pieces require 100% upfront payment or the client supplying the designer

                with a credit card. 

              - Should you choose to return any item once it’s been ordered or purchased in store, it is    

                strictly at the suppler’s discretion and subject to their restocking fee. 

              - Note that no exchange, no credit and no refund on custom made, bespoke, imported 

                or specialty orders. No exceptions.

              - Warranty claims and service calls after the project completion are to be dealt with by 

                the client. 22 Interiors can provide copies of proof of purchase for warranties. If the 

                would like 22 Interiors to manage warranty claims or service calls at the admin hourly       

                rate – this will be invoiced separately.

THE SERVICES:

• The quality, quantity and description of the Services are as stated in the Scope of Services.
• The Designer shall perform and complete the Services in accordance with the Design Contract signed by both parties. 
• If the Designer performed any services for the Client prior to the operative date of the Design Contract, those services shall be incorporated in the Services and are governed by the terms of the Design Contract.
• The Designer shall claim payment of the Fee and/or disbursements by rendering invoices to the Client.
• The Client shall pay the full amount of all invoices within seven (7) Business Days of receipt.
• If any money is owed by the Client to the Designer under the Design Contract, the Designer may withhold performance of any Services (including the supply of Documents and/or Goods) until arrangements for payment have been agreed by the Designer with the Client.
• If any payment by the Client to the Designer is overdue, then the Client must pay

             interest at a rate of 3.5% per month (or part thereof), until the overdue amount is paid in

             full. Interest is payable on demand. 

TIME FOR PERFORMANCE OF SERVICES:

• The Designer will use commercially reasonable endeavors to perform the Services within the time(s) specified in the Interior Design Agreement (if any).
• If no time(s) for performance are specified in the Interior Design Agreement, the Designer will perform the Services within a reasonable time.

RISK AND TITLE:

• Risk of damage to any Goods under the Design Contract passes to the Client upon order of those Goods.
• Title to the Services passes to the Client upon payment for those Services.

CLIENT RESPONSIBILITIES AND ACKNOWLEDGEMENTS:

a. Without limiting the provisions of the Scope of Services, the Client’s responsibilities and obligations under the Design Contract include:

i. providing services and written approvals and/or instructions in accordance with the Design Contract;

ii. coordination of any decision making with parties other than the Designer;

iii. provision of the builder’s working drawings, and schedule of works in a form suitable for use by the Designer; and

iv. providing information from third parties required for the Designer to perform the Services.

b. The Client acknowledges and agrees that:

i. it shall be responsible for performing all its obligations under the Design Contract in a reasonable and timely manner and that the Designer’s ability to perform the Services in accordance with the Design Contract is contingent upon the Client’s prompt performance of its obligations under the Design Contract; and

ii. any delays in the Client’s performance of its obligations, or variations to the Services caused by the Client, may delay performance of the Services and that any such delay caused by the Client shall not constitute a breach of any of the Designer’s obligations under the Design Contract.

REVIEW AND APPROVAL OF DOCUMENTS:

a. The Client must, promptly, review any Document(s) provided by the Designer and:

i. if the Document(s) comply with the requirements of the Design Contract, approve the Document(s); or

ii. if the Document(s) do not comply with the Design Contract, reject the Document(s) and provide details of the non-compliance.

b. If the Client fails to respond to the Designer within the latter of 10 days of receipt of the Document(s) and any time specified in the Design Contract for its review, then the Document(s) are deemed to be approved and accepted by the Client.

VARIATIONS:

• The Client may vary the Services to be performed by the Designer by giving written notice to the Designer.
• The Designer will vary the Services as instructed by the Client to the extent it is reasonable and possible to do so.
• The Designer shall be entitled to an increase in the Fee for additional works arising from a variation to the Services not caused by the Designer
• The Designer is entitled to an extension to any time(s) specified in the Design Contract for performance of the Services which is required by reason of a variation not caused by the Designer. The appropriate extension to be given is to be determined by the Designer (acting reasonably).

LIABILITY AND CONSEQUENTIAL LOSS:

• To the extent permitted by law, the liability of the Designer to the Client arising out of or in connection with the Design Contract is, to the extent permitted by law, limited in the aggregate to the amount of the Fee payable under the Design Contract.
• Notwithstanding any other provision of the Design Contract, the Designer will not be liable to the Client for any loss of revenue, loss of profit or anticipated profit, loss of production, loss of use of any plant or facility, business interruption of any nature, loss of business opportunity, loss of business reputation, loss of contract, value of shares, wasted overheads, payment of liquidated sums, penalties or damages under any agreement or any other indirect, remote, consequential, punitive, exemplary or special loss or damage, but does not include damage or losses arising from claims by third parties in respect of property damage, personal injury, nervous shock or death.

DEFAULT AND TERMINATION: 

a. The Design Contract shall commence upon receipt by the Designer of a copy of the Design Contract signed by the Client and shall remain on foot until the completion of the Services or earlier termination of the Design Contract.

b. Either party may immediately terminate the Design Contract by written notice to the other if a party:

i. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

ii. is in default of any of its material responsibilities or obligations under this Deign Contract, and such default is not remedied within ten (10) days of receipt of written notice from the other party requiring it to do so.

c.If the Design Contract is terminated for any reason, the Designer shall be entitled to payment of:

i. that part of the Fee for Services performed up to and including the through the date of termination; and

ii. the cost of any Goods ordered prior to termination which cannot be cancelled.

INDEPENDENT CONTRACTORS AND SUBCONTRACTING: 

a. The parties acknowledge and agree that the Designer is an independent contractor, not an employee of the Client or any company affiliated with the Client and their contract with a builder. The Designer shall provide the Services under the general direction of the Client, but the Designer shall determine, in the Designer’s sole discretion, the manner and means by which the Services are to be performed.

b. The Design Contract does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in the Design Contract.

c. The Designer shall be permitted to engage and/or use a third party designer or other service provider as independent contractors in connection with the Services. The designer shall not be held responsible for the work or completion time of the subcontractors. 

GOODS:

• To the maximum extent permitted by law, the Designer gives no warranties whatsoever in relation to any Goods.
• The parties acknowledge and agree that the Designer may by agreement purchase Goods on behalf of the Client for the purposes of the Services. In the event the Designer does so: 

             - the Client must pay the full amount of the Goods upfront prior to the Designer ordering   

               the Goods; and

             - the Designer accepts no liability in respect of those Goods (including for payment of 

               cancellation fees in the event that the order is cancelled upon request of the Client)  

               other than as expressly provided in the Design Contract.

GENERAL:

• Notices – All notices to be given hereunder shall be transmitted in writing either by registered mail or electronic mail with return confirmation of receipt and shall be sent to the addresses identified in the Design Agreement, unless notification of change of address is given in writing. Notice shall be effective upon receipt.
• No Assignment – Neither party may assign, wither in writing or orally, or encumber its rights or obligations under the Design Contract or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
•  Force Majeure – the Designer shall not be deemed in breach of the Design Contract if the Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of god or public enemy, death, illness or incapacity of the Designer or any local, state, federal, national or international law, governmental order or regulation or event.

DEFINITIONS:

In these Terms and Conditions:

Business Days means a day except Saturdays, Sundays and public holidays in the State of TEXAS and days between Christmas Day and New Year’s Day.

Client means the party named as such in the Interior Design Agreement.

Client’s Background IP means the Client’s Intellectual Property Rights that are in existence at the date of the Design Contract or come into existence after the date of the Design Contract, otherwise than in connection with the Design Contract.

Designer means the party named as such in the Interior Design Agreement.

Designer’s Background IP means the Designer’s Intellectual Property Rights that are in existence at the date of the Design Contract or come into existence after the date of the Design Contract, otherwise than in connection with the Design Contract.

Developed IP means all Intellectual Property Rights (present or future) created, discovered or coming into existence in connection with the Design Contract including all Intellectual Property Rights developed by the Designer in performing the Services but excluding any modifications, improvements or alterations to the Designer’s Background IP developed by the Designer in performing the Services.

Documents means any design documents to be supplied by the Designer as part of the Services.

Fee means the remuneration payable by the Client to the Designer of the Interior Design Agreement and as adjusted from time to time in accordance with the Design Contract.

Goods means any goods specified in the Documents or the Interior Design Agreement, including those to be supplied as part of the Services, but excludes the Documents.

Intellectual Property Rights means all industrial and intellectual property rights whether protectable by statute, at common law or in equity, including all copyright and other similar rights that may subsist or may hereafter subsist in works or any subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered or unregistered trademarks, circuit layout designs and rights in relation to circuit layouts.

Interior Design Agreement means the written agreement between the Client and the Designer for performance of the Services.