online design PURCHASE TERMS
Thank you for purchasing an Online Design service. The following terms and conditions will confirm our agreement concerning the online interior design services to be rendered by Corey Klassen Interior Design for your project as identified in your contact information submission. We recommend you print a copy of these terms for your records.
PHASE 1 - DESIGN CONCEPT SERVICES
On the bases of existing plans, or measurements taken by you, we will, and as where appropriate, perform the following:
A. Conduct an initial design study of photographs for the existing conditions submitted by you.
B. Review your design preferences for each of the Project's areas as submitted by you.
C. Prepare drawings and other materials to generally illustrate our suggested design concepts, including colour schemes, interior finishes, wall coverings, floor coverings, ceiling treatments and window treatments as outlined in the package.
D. Prepare schematic plans for recommended cabinet work, decorative built-ins, and decorative details as outlined in the the package.
E. Prepare layout plans specifying locations of movable furniture and furnishings as outlined in the package.
PHASE II - SPECIFICATION OF DECORATIVE MERCHANDISE AND PURCHASING ARRANGEMENTS
In this phase of the Project, we will, as and where we deem it appropriate, perform the following:
- Shop for, select and/or specially design items of furniture, furnishings, decorative light fixtures, decorative hardware, decorative fixtures, appliances, decorative accessories and the like (including related third-party services in their fabrication and installation) such as wall covering installation, decorative painting, window treatments, etc. (“Product”).
- Products to be purchased by you from us, will be listed in our Online Studio prepared by us and submitted in each instance to you for your approval. Each Product will describe the item and its Client Price to you (F.O.B. point of origin). The Client Price of each item shall be our net cost for the item plus a purchase fee equal to seventy-five point fourty-four (75.44%) percent of the net cost, plus any applicable delivery, insurance, handling charges and sales tax. No item can be ordered by us until the Products List has been approved by you, digitally, and returned to us with our required full-payment as set forth in the invoice. No product will be ordered by us until full-payment is received and fully processed and deposited by our bank. This process is approximately an additional five (5) business days. Purchases that have been approved by you digitally are non-refundable, non-cancelable and non-transferable unless stated otherwise or agreed to in writing by us.
- All purchases made by us on your behalf shall be made as your disclosed agent.
- Products for fabrics, wallpaper, accessories, antiques and items to be purchased by you at retail stores are your soul responsibility.
PHASE III - PROJECT ADMINISTRATION SERVICES
If the nature of the Project requires the engagement of any contractor to perform work based upon our concepts, drawings or specifications (“Project Documents"), you will enter into contracts directly with the concerned contractor. Due to the nature of Online Design Services, we will not visit the residence during the course of the project to determine if the contractor's work is proceeding with the general conformity with our Project Documents. We are not responsible for the performance of any contractors work.
- This Agreement may be terminated by either you or us upon the other party’s default in performance, provided that termination may not be effected unless written notice specifying the nature and extent of default is given to the concerned party and such party fails to cure such default in performance within twenty (20) days from the date of receipt of such notice. Termination shall be without prejudice to any and all other rights and remedies, and you shall remain liable for all outstanding obligations owed by you to us.
- You may, upon ten (10) days written prior notice to us, terminate this Agreement without cause. In the event of such termination, (i) you shall remain liable for all outstanding obligations owed to us and to third parties for services and/or Products then on order as of the termination date; and (ii) you shall have the right to use our Project Documents provided:
(a) We are (i) reimbursed for all out-of-pocket expenses incurred by us in connection with your Project and (ii) compensated for all services performed by us up to and including the date of termination, irrespective of the attached Payment Schedule (hereinafter, (i) and (ii) together will be “Accrued Costs”).
(b) You agree to indemnify and hold us free and harmless from and against any and all costs, claims or expenses, including reasonable attorneys’ fees and related costs, arising out of or relating in any manner to your subsequent use of the Project Documents.
(c) You release us from any further obligations we may have to you.
(d) You will not permit any other person, firm or entity to claim design credit for any work prepared by us prior to the date of termination.
(e) In addition to any Accrued Costs, you agree to pay the following additional compensation to us (whether or not you thereafter use any Project Documents) if the Project is terminated within forty five (45) days after the signing of this Agreement, you pay us an amount equal to eighty (80%) percent of the remaining Design Fee otherwise payable to us had you not cancelled the Agreement.
- We may, before the conclusion of the Design Phase of this Agreement, and upon ten (10) days written prior notice to you, terminate this Agreement without cause. In such event, you shall have the right to use our Project Documents provided that we are compensated for all services performed by us up to and including the date of termination based on the hourly rates set forth in this Agreement, and provided that we are reimbursed for all out-of-pocket expenses incurred by us in connection with your Project. In the event that the sum of these two charges is less than the initial design fee actually paid by you, Designer agrees to refund any excess payment to you.
- In addition, (i) you agree to indemnify and hold us free and harmless from and against any and all costs, claims or expenses, including reasonable attorneys’ fees and related costs, arising out of or relating in any manner to your subsequent use of the Project Documents; (ii) you release us from any further obligations we may have to you; and (iii) you will not permit any other person, firm or entity to claim design credit for any work prepared by us prior to the date of termination.
ABSENCE OF CLIENT COMMUNICATION OR CONTACT
If at any time during our Design Phases we have requested a response, made an inquiry to you, or otherwise provided you with any other communication that is not-responded to within fourteen (14) days, all work on your Design Phase will be automatically paused and a restart fee of twenty (20%) percent will apply. If after fourty-five (45) days we have not received a response by you, the Project will be considered automatically Terminated by you and you pay an amount equal to eighty (80%) percent of the remaining Design Fee otherwise payable to us had you not cancelled the Agreement.
Our Design Fee and Project Review Fee do not include any time expended by us by reason of any one or more of the following:
(a) Time expended in connection with custom designed furniture and furnishings including design time, drafting time, administrative time, production oversight, and the like.
(b) Material revisions required to be made by us because of inconsistencies in instructions, information, or plans previously provided by you, your architect or your other consultants.
(c) We are requested to perform any services not specifically provided for above.
(d) Time expended by us subsequent to one-hundred and twenty (12) days after signing this Agreement, if the Project, through no fault of ours, is not substantially completed by such date.
(e) More than two (2) revisions are requested of us to our Project Documents.
(f) Consultation with you regarding items supplied or purchased by you.
(g) You have requested more than three (3) choices for a particular item and you would like to see more choices.
- Any time expended by us by reason of any one or more of the foregoing events shall be billed as an Additional Service at the following hourly rate:
Blended Studio Rate - $180.00 per hour
Travel Time - $90.00 per hour
- All invoices rendered by us are payable upon receipt of invoice.
- Any amounts owed by you to us that are not paid when due are subject to an interest charge computed at an annual rate equal to twenty-four (24%) percent (or the highest percentage rate permitted by law, if lower). You will be liable for all costs (including reasonable attorneys’ fees) incurred by us in the collection of any amounts due to us by you.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
- Disbursements incurred by us in the interests of this Project shall be reimbursed by you to us upon receipt of our invoices for such disbursements. Reimbursements shall include among other things, courier services, travel costs, long distance telephone calls, blueprints, duplications of plans and specifications, messenger services, storage charges and the like. Pre-approval of these disbursements is not required.
- Reimbursable expenses will be billed to you at their actual cost plus a twenty (20%) percent service charge for administrative time.
- Our fees are subject to applicable federal sales tax (5% Goods & Services Tax).
- Our Project Documents are conceptual in nature and intended to set forth design intent only and are not to be used for architectural, engineering or construction purposes. We do not perform architectural or engineering services. If the service of any other design professional is required, such professional will be engaged by you directly.
- Should the nature of our Project Documents require the services of other design professionals, such professionals shall be engaged directly by you pursuant to separate agreement as may be mutually acceptable to you and such other design professionals.
- Our time expended in meeting with such other design professionals and coordinating our design services and theirs, shall be billed to you as an “Additional Service” at the rates set forth above.
- Our services shall not include undertaking any responsibility for the design or modification of the design of any structural, heating, air conditioning, plumbing, electrical, ventilation, audio, video or other mechanical systems installed or to be installed at the Project site.
- As we require a permanent record of our design projects, you will permit us or our representatives to photograph the premises after completion and we will be entitled to use such photographs for our business purposes including publication. If any photographs are published by us, we shall not identify your name and address in any such publication.
- The Project Documents prepared by our firm remain our exclusive property at all times. Except as otherwise provided for in this Agreement, Project Documents may not be used by you on any other project, or for the completion of this Project by you or any other firm unless we are determined to be in default of this Agreement.
- In light of the many contingencies that effect design projects, we do not make any representations that actual prices for Products, and or other costs of services or labor, will not vary from any budgets that you propose, establish or approve. Accordingly actual Project costs may vary from any such budgets.
- You shall have the benefit of all guarantees and warranties possessed by us against suppliers and manufacturers, but only to the extent transferrable. We make no warranties, however, for the goods or services we propose, design or provide over and above the manufacturer’s or supplier’s warranties. In particular, we cannot guarantee any fabric, material or article against fading, wearing or latent defects over and above the manufacturer’s warranty.
- Should you require documentation of authenticity for antiques purchased through us, we will assist you in obtaining such documentation to the extent that we are reasonably able to do so. We cannot, however, be responsible for the accuracy of such documentation, and with respect to the purchase of antiques, artwork, and the like, we do not make any representation or warranty regarding the genuineness, attribution, provenance, authenticity, age or condition of such purchases.
- You will provide us with access to the Project site and all information we may need to complete the Project. It is your responsibility to obtain all approvals required by any governmental agency or otherwise in connection with this Project.
- To the fullest extent permitted by law, our liability to you (and to those who may claim through or under you) in regard to any losses, claims or liabilities arising out of or relating to this Agreement and/or the services we perform for you or on your behalf shall not, for any reason, exceed the greater of (i) any available proceeds from insurance maintained by us (if any); or (ii) the total amount of fees actually paid by you to us under this Agreement. We are not responsible for any consequential damages; nor are we responsible for any loss, damage or delay that is caused by any reason beyond our reasonable control. In addition, by entering into this Agreement, you agree that we shall not be held liable under any contract that you may have with any other person or entity, including but not limited to any contract that you may have with any vendor, supplier, contractor or other design professional (even if we recommended such person or entity to you).
- You agree to indemnify, defend and hold us 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 any architect, vendor, supplier, contractor or agent hired or retained by you.
- By entering into this Agreement with us, you agree that no claim or action against us or arising out of this Agreement may be brought more than one (1) year after the date of the accrual of such cause of action.
- In addition to any and all other rights that we may have, should you fail to make any payment due to us in accordance with this Agreement, we shall have the right to withhold delivery of any item of Product and/or suspend performance of any service required to be performed by us under this Agreement.
- The laws of the Province of British Columbia shall govern this Agreement.
- Any provision of this Agreement held to be invalid, illegal or unenforceable under any applicable law shall be deemed stricken, and unless this Agreement is terminated as provided for in this Agreement, all remaining provisions of this Agreement shall continue to be valid and binding upon both of us.
- All rights and obligations, which are, by their nature, continuing (including but not limited to indemnification obligations, payment obligations, our right to withhold Products in the event of your non-payment, and our right to use photographs of the Project) shall survive termination or expiration of this Agreement.
- Our failure or delay at any time to exercise any right under any provision of this Agreement shall not limit or operate as a waiver of such right; nor shall our waiver of any breach of this Agreement operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.
- This Agreement (or any amendment to this Agreement) may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same document. Signed counterparts of this Agreement may be exchanged by email or facsimile.
- This letter is a complete statement of our understanding. No other representations or agreements have been made other than those contained in this letter. This Agreement can be modified only in writing signed by both parties of this Agreement.
We thank you for the confidence you have placed in us and ask that you confirm the foregoing by signing and returning to us a copy of this letter enclosed for such purpose together with your cheque in the sum of _______ ($_________) dollars representing the first installment payment on account for our Design Fee and applicable sales tax.