This Agreement is between Michelle Aspinall trading as Inside Interiors ABN 64 264 546 857 (‘Inside Interiors’) and the Client.
IT IS AGREED AS FOLLOWS:
This Agreement includes any schedules, annexures, and attachments relating to this Agreement that are provided with this Agreement, or separately, which also form part of this Agreement. By proceeding with payment for the E-Design Services, the Client will be deemed to have read, understood, and accepted to be bound by the terms and conditions contained herein, and that this version is the sole requirement for this Agreement to be binding on the parties. The Client acknowledges and agrees that if it does not accept these terms and conditions, it must not proceed with the E-Design Services.
In this Agreement, unless expressed or implied to the contrary:
Approved Purpose means the purpose specified in this Agreement.
Business means the business of Inside Interiors and includes any business carried on under any brand name associated with Inside Interiors, or by any subsidiary or associated entity of Inside Interiors.
Client includes any person or organisation (or representative of any person or organisation) who is the named recipient of the E-Design Services.
Client Content means any content owned or held by the Client, which is relevant to the E-Design Services.
Client System means any computer or other technology system owned or operated by the Client, which is relevant to the E-Design Services.
Consultation Fee means the amount payable for the ninety (90) minute initial consultation, charged at $145 per hour.
Design Material means any material that exists at the beginning of the E-Design Services and which is provided in connection with the E-Design Services, in whatever form, including but not limited to documents, specifications, reports, products, information, data, drawings, graphics, images, and any material provided in connection with the E-Design Services that is created, written, or otherwise brought into existence by or on behalf of Inside Interiors during the performance of the E-Design Services.
Direction includes agreement, approval, authorisation, certificate, decision, demand, determination, explanation, instruction, notice, order, permission, rejection, request, and requirement.
E-Design Services means the lighting, colours and paint, fabrics and textiles, finishes, furnishings and accessories design services as specified for the Project, delivered digitally.
Fees means the amount charged for the E-Design Services.
Hourly Rate means $100 per hour, or as otherwise agreed between the parties.
Project means the project specified in this Agreement, which relates to the Client and the E-Design Services.
Standalone Services means the standalone styling services and standalone colour consultancy services, which are charged at $375 for four (4) hours each.
Work or Works means any installation, building, construction, or other specialist works.
3. THE SERVICES
3.1 Provision of E-Design Services
- All sketches, illustrations and drawings created or provided by Inside Interiors are conceptual in nature, intended to set forth design intent, and are not to be used for engineering or construction purposes. All technical drawings with accurate check-measures must be verified and provided by licenced architects, building designers, engineers, cabinet-makers, builders and/or other qualified tradesmen, and Inside Interiors makes no guarantees or warranties in relation to any Works associated with the E-Design Services.
- The Client agrees, where Inside Interiors is engaged for additional services or additional consultations, additional fees shall apply, and the Client will be invoiced separately for these fees.
- The Client acknowledges and agrees all representations, recommendations and referrals made by Inside Interiors are made in good faith, but that Inside Interiors makes no warranties as to the suitability or reliability of third-party suppliers and contractors, or guarantees as to the outcome or results of the E-Design
- Inside Interiors endeavours to ensure that all design work is provided in compliance with the Australian Building Standards and other Australian Standards and Codes of Practice.
- Inside Interiors may provide fly through animation videos as part of the Services, as agreed, charged at $29.
- The Client agrees that variations proposed by the Client shall be charged at the Hourly Rate, and Inside Interiors shall advise the Client whether the proposed variation can be reasonably implemented, and the anticipated effect the proposed variation will have on the Project, including on the Fees and project timeline.
Payment for the Services
- The Client agrees where services are charged on a time basis, except where Standalone Services are provided, the Hourly Rate applies.
- The Consultation Fee is required in full upfront, and the full Fees are required prior to the Services commencing.
- The Client agrees to pay all correctly rendered invoices issued by Inside Interiors within seven (7) days of receipt. Where the invoices are not paid within the stipulated time, Inside Interiors may suspend the provision of the E-Design Services at its full discretion with no liability for any consequences that result from ceasing work in these circumstances.
- Inside Interiors accepts payments via electronic bank transfers and direct debit only.
- Unless otherwise specified, all Fees including any ancillary expenses are exclusive of GST.
- If GST is payable in respect of a service or product provided under or in relation to this Agreement, the Client must pay to Inside Interiors an amount equal to the GST payable on the service or product (GST Amount). The GST Amount is payable by the Client in addition to and at the same time as any consideration for the service or product.
- Cancellations and Refunds
- (a) The Client agrees if it cancels the E-Design Services, or any part of, it remains responsible for the full Fees, including any additional fees invoiced.
- (b) E-Design Services are non-refundable. Any requests by the Client for refunds must be detailed in writing and will only be considered when options for rescheduling or replacements have been exhausted pursuant to the Competition and Consumer Act 2010 (Cth).
- (c) If Inside Interiors is forced to cancel the E-Design Services for any reason other than a Force Majeure event, the Client will be entitled to a refund for all or part of the E-Design Services that have not been provided.
- (d) This clause has no effect on the Client’s obligations for payments to any third-party suppliers.
- Client Obligations
- The Client will be responsible to ensure it has the necessary computer hardware, software, and internet required for the provision of the E-Design Inside Interiors accepts no liability with regards to transmission, delay, or inability to access the E-Design Services with the Client’s equipment, digital mediums, or telecommunications operators.
- The Client is responsible for providing a current scaled floorplan of its home with accurate measurements, dimensions, or any other information required for the provision of the E-Design Inside Interiors will not be held liable for any incorrect information with regards to floorplans, restrictive access that may hinder the specification of sizing for furniture, decorative items, and failure to consider dimensions of doors and stairways.
4. PURCHASES AND PRODUCTS
(a) Inside Interiors will provide digital samples of finishes where possible, however due to the variation of some products, these samples are indicative only.
(b) Product images on schedules are a guide and indicative only. They may not be a true representation of the specified product.
- Changes in all materials, such as wood, lacquer, glass, fabric, or leather may occur over time, therefore there may be variations in tones or slight differences in the completed Works.
- Inside Interiors will take all reasonable steps to specify products that it believes are available at the time of completion but cannot guarantee the availability of the products.
- Inside Interiors shall endeavour to only recommend products that are compliant with the Australian Building Standards and other Australian Standards and Codes of Practice.
- Inside Interiors, at its sole discretion, will pass on any trade discounts to the Client.
- The Client acknowledges and agrees all returns, repairs, replacements or refunds on any orders or purchases from third-party suppliers are strictly in accordance with the suppliers’ terms and their discretion, and Inside Interiors will not be liable in these circumstances.
5. CONFIDENTIAL INFORMATION AND PRIVACY
Obligations with Respect to Confidential Information
- may use Confidential Information of the Discloser only for the purposes of this Agreement;
- must keep confidential all Confidential Information of the Discloser except:
- for disclosure permitted under this clause 5; and
- to the extent (if any) the Recipient is required by law to disclose such Confidential Information; and
- destroy or return all Confidential Information immediately upon request.
Inside Interiors agrees to comply with the Privacy Act 1988 (Cth), all other applicable privacy laws, and such other data protection laws as may be in force from time to time which regulate the collection, storage, use, and disclosure of information about identifiable individuals (‘Personal Information’) held by or on behalf of the Client to the extent that it is legally obligated to comply with these laws.
6. INTELLECTUAL PROPERTY
- The Client acknowledges Inside Interiors owns all Intellectual Property rights in the Design Materials.
- Inside Interiors grants the Client a royalty-free, revocable, worldwide, non-exclusive licence to use the Design Materials strictly for the Approved Purpose and Project, and without the right to grant a sub-licence or assign the licence or re-sell, share or commercially exploit the Design Materials.
- The Client will attribute Inside Interiors as the correct author of the Design Materials.
- The Client consents to Inside Interiors using the Design Materials for social media posts for promotional and inspirational purposes only, provided the Client’s privacy is maintained.
7.1 Total Liability
To the fullest extent permitted by law (and to the extent permitted under Australian Consumer Law), the total liability of Inside Interiors under or in connection with this Agreement in respect of all Claims (if any) is limited to the Fees paid or payable for the E-Design Services and in any event, will never exceed the available proceeds of the professional indemnity and/or public liability insurance coverage of Inside Interiors (as varied from time to time). Notwithstanding, nothing in this Agreement is intended to limit any Australian Consumer Law guarantees or warranties that may apply to the E-Design Services and that cannot be excluded.
7.2 Consequential Loss
In no case shall Inside Interiors, its officers, employees, affiliates, agents, contractors, or licensors be liable for any Consequential Loss arising from the Client’s failure to provide Client Content or approve the Design Materials within a reasonable time, failing the use of any of the E-Design Services or for any other Claim related in any way to the Client’s use of or reliance on the E-Design Services or the Design Materials, platforms and/or content or designs or drawings including, but not limited to any errors or omissions, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the E-Design Services.
8.1 Warranty and Guaranty
The Client represents and warrants that all the information, instructions and representations it has provided for the purposes of this Agreement are true, correct, accurate, current and complete.
Entire Agreement and Variation
The parties agree that this Agreement is the entire agreement between Inside Interiors and the Client in respect of this arrangement and supersedes any other communication or understandings (whether written or oral) between Inside Interiors and the Client in that regard, and any changes to this Agreement must be agreed in writing between Inside Interiors and the Client prior to the changes coming into effect.
This Agreement is governed by the laws applicable in the state of Tasmania, Australia, and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of Tasmania.
Clauses 1, 2, 5, 6, 7 and this clause 8.4 survive any expiration or termination of this Agreement and will have effect for the benefit of the parties.