General Terms & Conditions

Compensation

Client agrees to cooperate with Designer and work in good faith towards timely completion. Designer has no liability for any delays caused by Client’s lack of responsiveness.

Performance of any of the following Services shall be billed at the applicable hourly rate:

1.              Showroom or store visits, which shall be scheduled at least one week in advance and not exceed one hour for one visit during any one week period.

2.              Any additional Services performed by Designer or Designer’s personnel in excess of the maximum hours set forth in this section.

3.              Designer shall charge fees for Services at these rates: (a) Jennifer Morris - $215/hour; (b) project manager -$175/hour; (c) administrative personnel - $150/hour; (d) Calls and in person meetings after 6 pm and on weekends - $350/hour.  Designer reserves the right to adjust its rates upon reasonable notice to Client for future services.

Designer does not incur any responsibility for quality or construction of purchased or fabricated items, nor any responsibility for delivery times or lead times for fabrication.

Client and contractor are responsible for review and verification of dimensions or quantities. Designer has no control over market conditions, availability of labor, contractor or fabricator’s method of pricing or construction.

In the event that Client cancels a pre-approved purchase or fails to pay for a previously approved item, any applicable cancellation charge is the Client’s sole responsibility and Client agrees to indemnify and hold Designer harmless for the cost of said item and any incidental penalty charge.  Once Client approves a purchase and a deposit has been placed for the item, that deposit is non-refundable and Client may be responsible for the entire purchase price of the item in addition to any cancellation charges.  Custom orders cannot be cancelled.

Client is responsible for necessary permits and approvals from building management for proposed designs and construction.  Client is also responsible for providing a place to receive, unpack, and store products prior to installation , and for providing approvals expeditiously

Invoices, Service Tax and Expenses

Invoices must be paid in full within ten (10) days from the receipt of the invoice.  Invoices unpaid for more than thirty (30) days shall be subject to interest at the rate of 18% per annum, which is agreed to be a rate of 1 ½% per month. Designer may suspend performance of services under this Agreement until delinquent payments are received.  Invoices may include additional fees incurred after the purchase of the item or services, including, without limitation, shipping, handling or delivery fees and taxes. All such additional costs are Client’s sole responsibility. All invoices include an interior design service tax. Any costs incurred for the project such as printing, reproduction of plans, travel, messenger service, postage, and any other out-of-pocket expenses shall be reimbursed to the Designer by Client.

Disclaimers & Limitations of Liability 

Designer shall not be responsible for ensuring that any contractor or architect is duly-licensed, nor liable for any act or omission of any third-party or manufacturer, including mistakes, delays, or incomplete orders. Designer shall have no liability for the design of structural, electrical, plumbing, heating or other mechanical systems that exist or might be needed.

Designer makes no representations, and expressly disclaims all responsibilities, about the suitability, for any purpose, of the Design Concept. The design scheme is provided “as is” without expressed or implied warranty of any kind. Designer disclaims all warranties with regard to the design scheme including all implied warranties of merchantability and fitness for a particular purpose. To the extent that U.S. states provide rights in addition to those above, or do not allow limitation or exclusion of implied warranties, the above limitations may not apply thereby making such clause or any portion thereof invalid, it shall be limited and shall not affect the validity or enforceability of the remainder of the clause.

Estimates of fixed costs prepared by the Designer represent the Designer’s best judgment as a professional familiar with the industry. The Designer does not have control over manufacturers, laborers, delivery, or showroom costs and accordingly, cannot and does not warrant or represent that prices will not vary from the prepared estimates. 

The Designer shall not be responsible for any act or omission of any third-party, including but not limited to schedules or failure to install the work in accordance with the contract documents. The Designer shall not be liable for any damage to the Premises, Client’s property, or its personal belongings due to the act or omission of hired laborers, contractors, carpenters, plumbers, electricians, installers or other tradespeople.

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 goods, 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. These limitations shall apply notwithstanding the failure of the essential purposes of any limited remedy.

Designer’s total liability for any cause of action related to this Agreement shall be exclusively limited to and shall not exceed the fees received by Designer for the performance of Services under this Agreement.  The foregoing right to monetary damages shall be in lieu of all other remedies which Client may have against Designer.

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 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.

Limitations of Designer’s Role and Responsibilities for Contract Observation Services

All contracts between Client and any person or company that undertakes a contract to provide materials or labor to perform a service or do a job (“Contractors”) shall be exclusively between Client and Contactor and include all financial arrangements and job time schedules. Client and contractor are solely responsible for verifying all quantities and accuracy of specifications and purchase orders for construction or contract work before orders are placed.  Designer shall have no control over or charge of and shall not be responsible for safety precautions and programs in connection with the construction of the project, which is solely the responsibility of the applicable contractor.

Client agrees to require the contractor to indemnify and hold harmless Client and Designer against claims, suits, demands, liabilities, losses, damages, and costs, including reasonable attorneys’ fees, arising out of the negligence, breach of contract, of willful misconduct of the contractor and its subcontractors.  In the event such provision is not included in the Construction Contract, Client shall indemnify and hold harmless Designer from and against any and all claims or actions and any and all expenses which should and would have been indemnified by the Contractor had such a provision been included.

Client further agrees to furnish to the Designer Certificates of Insurance, if applicable, evidencing that Designer is named as additional insured on the policies of comprehensive or commercial general liability insurance applicable to the project maintained by the Contractor.  Such coverage shall be primary and noncontributing with any such insurance carried by Designer.  Any services to be performed by Designer pursuant to this Agreement with Client are intended solely for the benefit of Client, and no benefit is conferred hereby, nor is any contractual relationship established herewith, upon or with any person or entity not a party to this Agreement.  No such person or entity shall be entitled to rely on Designer’s performance of its services hereunder, and no right to assert a claim against Designer or its consultants shall accrue to any contractor or to any subcontractor, independently retained professional consultant, supplier, fabricator, lender, tenant, insurer, surety or any other third party as a result of this Agreement or the performance or non-performance of Designer’s services hereunder.

Termination

This Agreement may be terminated by either party for any reason upon seven (7) days advance written notice to non-terminating party. Designer shall be entitled to payment for all services rendered, purchases made and expenses incurred prior to the date termination notice is received. If the project is suspended or abandoned by Client, Designer will be compensated for Services performed and all purchases in full made prior to the notice of suspension or abandonment.  It the Project is suspended for more than thirty (30) days, Designer reserves the right to negotiate a new agreement.

Proprietary Rights

Design Boards & Proposals. Client acknowledges that Designer’s design boards and proposed specifications, including the design scheme, 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. Proposals and the Design Concept 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 Concept in the Project and any Proprietary Rights embodied therein upon completion of the Project by Designer.

Drawings. 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. Services do not include modifications to structural, heating, air-conditioning, plumbing, electrical, ventilation or other mechanical systems in the Project.

Photographs. Client agrees to allow Designer to photograph the Project during all stages of development, including after project completion, and use the photographs or any part thereof in connection with any marketing, promotional and/or advertising campaigns of Designer.  Photographs will be used for business purposes and will not disclose Client’s name without prior consent.

Marketing. Client hereby grants Designer permission to include a description of the project in any marketing, promotional and/or advertising campaigns, and Designer shall obtain permission from Client prior to using Client’s name and/or street name.

Liquidated Damages. Client acknowledges and agrees that Designer’s Services are unique and that Designer’s fees and compensation are based on Designer’s ability to complete the project. In the event that Client terminates this Agreement prior to completion, and after termination completes some or all of the project, or purchases items using any information contained in the design scheme, Client shall be liable for liquidated damages in an amount equal to the sum of all compensation due Designer, had Designer competed the project, plus costs and attorneys’ fees.

Delays & Force Majeure. If Client or Designer discovers structural defects not obvious in the exercise of reasonable diligence, or in the event that Client requests changes to the scope of the approved Design Concept, substitutions to the Merchandise or Decorative Services, or otherwise commits any act or omission that would prevent Designer from meeting any target date(s) set forth in the approved Design Concept, Designer shall notify Client of the need to revise Design Concept including the target date(s) accordingly, and the parties shall mutually agree on a new target date or dates. 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.

Miscellaneous.

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 or electronically.

Attorneys’ Fees. If a party brings any action for relief, declaratory or otherwise, arising out of this Agreement, the losing party will pay to the prevailing party its costs plus reasonable attorneys’ fees incurred in connection with 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.

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.

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 by both parties. Each Client is jointly and severally liable in the event of any breach of this Agreement by either or both.

Governing Law. This Agreement is to be construed under the laws of New York. It is legally binding upon and inures to the benefits of the parties hereto. If two or more persons are named herein as Client, their obligations shall be joint and several.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of this Agreement or any alleged breach thereof (“Dispute”), Client and Designer shall participate in a mediation conducted under the auspices of a recognized, neutral third-party professional mediation service, in a good faith effort to negotiate a resolution of the Dispute.  A demand for mediation shall be made in writing to the other party within a reasonable time after the Dispute has arisen.  The selection of the mediation service shall be acceptable to the parties, and the cost of the mediation services shall be borne equally by the parties.  Any claim shall be deemed waived after one year from the date the claim arose.  If mediation is not successful, the parties shall submit the dispute to binding arbitration under the auspices of a recognized, neutral third-party professional arbitration service agreed to by both parties.  The cost of arbitration shall be borne equally by the parties.