2021 Terms & Conditions
1. Services
1.1 The Interior Designer shall, depending on project requirements provide some or all of the following services (“Services”) to the Client in accordance with the terms and conditions of this Agreement: Communication (email/phone calls, etc.) regarding the activities below are included as part of defined “services” payable by the client.
Conceptual Design Consultation with visit that includes walk through, preliminary and in-depth discussion to ascertain style options, budget and time frame estimates and other project needs.
Design Development/Presentation for the space specified in the project.
Create and oversee a project plan to include acquiring products, referring contractors, coordinating deliveries and installations.
Conduct periodic quality reviews.
1.2 The scope of work to be performed by the Interior Designer is set forth in “Schedule A.”
2. Fees/Payment
2.1 Payment shall be due and owing according to the fee schedule attached hereto as “Schedule B”.
2.2 All balances due and owing to Melissa Designs, LLC shall be paid according to “Schedule B”. In the event that the parties mutually agree to deviate from the timeframe(s) set forth in “Schedule B”, the Client shall satisfy its obligation(s) no later than fifteen (15) days after the project completion.
2.3 Late payment: Failure of Client to finally pay any fees within fifteen (15) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the "Services" provided by Interior Designer, will be sufficient cause for immediate termination of this Agreement by Interior Designer. Any such suspension will in no way relieve Client from payment of fees, and, in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees. If any payment of principal or interest or any portion thereof, under this Agreement is not paid within 15 days of when due, a late payment charge equal to ten percent (10%) of such past due payment may be assessed and shall be immediately payable.
2.4 No item shall be ordered by the Interior Designer until the product purchase has been approved and prepaid by the client unless other arrangements have been agreed upon. The Designer shall not be required to reveal “to the trade” prices/commissions. The client upon receiving a receipt or invoice shall reimburse expenses incurred by Designer in the interest of the project. The Designer assumes no liability due to the quality of items or services purchased for the Client. The Interior Designer is not responsible for the Client’s dissatisfaction with a product once approved. A Client’s dissatisfaction with a particular product does not relieve the Client for having to pay for the item in full.
2.5 Any charges payable under this Agreement are exclusive of any applicable taxes, duties, or other fees charged by a government body and such shall be payable by the Client to the Interior Designer in addition to all other charges payable hereunder.
2.6 This provision outlines Interior Designer fees and does not include costs for materials and products required to complete the project. If the nature of the project requires engagement of any contractors to perform work (i.e.; painters), the Client shall enter into contracts directly with the contractor. All contractors assume their own liability separate from the Interior Designer. The Client shall hold Interior Designer harmless for any work performed by a subcontractor.
3. Warranties and Limitation of Liability
3.1 The Interior Designer represents and warrants that she will perform the Services with reasonable skill and care. All contractors are separate from Designer and will assume any and all liabilities from their area of work and expertise.
3.2 The Interior Designer shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Client agrees to indemnify the Interior Designer and hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Interior Designer in the execution of this Agreement, except as a result of the Interior Designer’s gross negligence, willful misconduct or bad faith.
4. Terms and Termination
4.1 This Agreement shall be effective on the date hereof and shall continue until project completion. If the Client terminates this agreement for any reason before the completion date, the Client is required to reimburse the Interior Designer for all outstanding fees and out-of-pocket expenses.
5. Miscellaneous Provisions
5.1 Neither Party will disclose any information of the other which comes into their possession under or in relation to this Agreement and which is of a confidential nature.
5.2 The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
5.3 This Agreement constitutes the entire understanding between the Parties and supersedes all prior representations, negotiations or understandings.
5.4 Neither Party shall be liable for failure to perform any obligation under this Agreement if the failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, or industrial dispute.
5.5 Interior Designer's drawings and specifications are conceptual in nature and are intended to set forth design intent only. Designer does not provide architectural or engineering services. All concepts, drawings and specifications prepared by Interior Designer remain, at all times, the Interior Designer's property. Project documents may not be used by Client for any purpose other than completion of project by Interior Designer.
5.6 Interior Designer cannot guarantee that actual prices for merchandise and/or sub-contractor costs or services as presented to client for the proposed budget.
5.7 Client understands that projects may be delayed for reason outside the control of the Interior Designer. The timeframes set forth in the design schedule are intended to be flexible. Project delays do not interfere with the rights and responsibilities under this Contract. The parties further acknowledge that as a result of COVID-10, most items are delayed.
5.8 Delays by Client (lack of access to premises, information/decisions or resources) suppliers or contractors shall extend Interior Designer's time to perform. The Client shall have ninety (90) days from the signature of this contract to review, collaborate, approve and move forward with Interior Designer’s proposed plans. If the Interior Designer is unable to complete the project due to lack of response or lack of decisions from the Client then the design fee will be forfeited. After ninety (90) days without response and commitment from the Client, the Interior Designer will remove herself from the project and the design fee is non-refundable. Client will be required to reimburse the Interior Designer for all outstanding fees and out-of-pocket expenses
5.9 As Interior Designer requires a record of design projects, Client shall permit Interior Designer to document the project in progress and when completed, by photography or other means. Interior Designer shall be entitled to use photographs for Interior Designer's business purposes including portfolio, brochure and similar publicity purposes. Client's name may be used in connection with the documentation unless specified to the contrary in writing. If the Client documents the project, the Interior Designer shall be given credit as the Interior Designer for the project if documentation is released to the public.
5.10 Non-Disparagement. Client shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Interior Designer or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude Client from making truthful statements that are required by applicable law, regulation or legal process.