Terms and Conditions
1. PARTIES
The parties to this agreement are Partnership trading as Dosse Studio (ABN 14638339650 (“Dosse Studio”, “we”, “us”) and Client Business Entity trading as Client Trading Name (ABN Client ABN) (“Trading Name”, “the Client”, “you”).
2. TERM
The term of this agreement will commence on the date it is accepted by you and will continue until the services are fully provided and paid for in full or terminated in accordance with this agreement or general law.
3. SERVICES
We provide our clients with high quality interior design services, which include interior designing, styling and selection of finishes, fixtures and furnishings.
4. FEES
We calculate our fees based on the scope of work discussed and agreed with you. We will charge you fixed fees for each project or task, as set out in our proposal.
Our agreement to charge you the fixed fee set out in the proposal is subject to:
A) Limits on scope as set out in the proposal (including the specified Task/Deliverable(s) and Meeting Allowance(s).
B) The assumptions set out in our proposal.
If you require us to deliver services outside the scope, or if any of the assumptions are incorrect or change, this will incur additional fees. See Clause 16 for more information. Please note that our fees are subject to GST, as set out in our proposal.
5. EXPENSES
Our fixed fees include all deliverables in electronic format and are inclusive of our proposed services and anticipated expenses. Any expenses associated with delivery of the services but not set out in the Proposal (such as postage costs, travel costs, accommodation, live finishes boards and delivery of live samples) are not included and will be charged as disbursements, in addition to our fees.
Please note that we provide interior design services as defined in the attached Proposal only; we do not provide project management or construction services.
Accordingly, we recommend you factor construction costs into your overall budget, together with the following expenses which you may incur in a home or commercial space build or renovation.
A) Purchase costs of fixtures, fittings or furnishings.
B) Contractors and trades people carrying out building and constructions works in relation to the project including architect, structural engineering, site inspection, handyman services, painting, building, plumbing, electrical, carpentry, landscaping, stone masonry, demolition costs, asbestos removal and structural works.
C) Bespoke fabrication costs.
D) Removalist fees.
E) Rubbish removal.
F) Council fees.
G) Certification fees.
6. PAYMENT
6.1 Deposits
We always require a deposit payment to engage our services and to schedule your project into our workflow. Dosse Studio Terms & Conditions 28.07.2019. Unless otherwise agreed in writing, we require you to pay a deposit as set out below prior to commencement of work on your project.
Total Dosse Studio Fee for Project Deposit Payment Amount
$20,000 or less 50% of the total Dosse Studio fee for project.
$20,001 or more 20% of the total Dosse Studio fee for project
We will not be obliged to commence work on the engagement unless or until you pay the deposit amount as instructed.
6.2 Balance Payments
Unless otherwise agreed in writing, we will invoice you for our fees as set out below:
Total Dosse Studio fee for project invoicing intervals
$20,000 or less Balance on issue of final approval documents or presentation package.
$20,001 or more at the end of each calendar month in arrears.
Our invoices are due 14 days from the date of issue, unless otherwise set out in our invoice. Payment of invoices must be made by electronic funds transfer or direct bank deposit into our nominated account (details of which will be provided on our invoice).
If any amounts are not paid in accordance with these terms, we may, in our absolute discretion:
A) Suspend or terminate delivery of our services.
B) Charge interest at the rate of 10% per annum from the date that the invoice becomes overdue by 30 days until paid in full.
C) Refer the matter to a solicitor, in which case you will become liable to pay any costs we incur or become liable to pay for the collection of such unpaid amounts on a full indemnity basis.
7. DELIVERY
We will deliver our services to you in accordance with any timeframe set out in our proposal. Please note that project duration may increase due to circumstances outside of our control. It’s important that correspondences (in particular, your responses) not be delayed. We ask that all written and verbal correspondence be issued within 2 Business Days for both parties, to avoid delaying the final date of issue.
8. OUR RESPONSIBILITIES
We will be responsible to deliver the services as set out in our proposal, which may include:
A) Accurately communicating our design intent to you to the full extent that our technology allows.
B) Responding to your aesthetic and functional brief taken at consultation meeting or in electronic brief format.
C) Adopting the existing dimensions provided by you and implementing these in our design documents.
D) Providing ergonomic and best practice layout of major fixtures and fittings, subject to your brief, feedback and approval.
E) Indicating the extent of all finishes through 3D renderings (only upon request).
F) Providing you with a list of all selections and contact details of preselected suppliers and products.
G) Checking lead-times for selections and only providing alternative selections if any preselected items are out of stock or discontinued at the time of issue of final documents.
H) Informing you at the initiation of your project if there are foreseeable supply issues, so that you can determine if you wish to continue with our services, knowing you’ll need to find your own alternative products with suppliers in your local area.
If you confirm in writing within 48 hours of our notification that you do not wish to continue with our services at that time, you will be entitled to terminate this Agreement without penalty.
9. YOUR RESPONSIBILITIES
We require you to complete certain tasks and provide us with certain information, so that we can deliver our services in scope, on budget and on time. We’ve set these out below. You must:
A) Nominate an authorised representative to provide us with instructions for the purposes of the engagement, whose actions will be binding on you.
B) Provide accurate and clear dimensions for the existing space and check and re-confirm all dimensions implemented within our design documentation prior to commencement of construction.
C) Understand and allow for reasonable construction and supply costs within your local area.
D) Allow for at least a percentage of 20% contingency in your budget for unforeseen additional structural or services work.
E) Work collaboratively with us, including by providing all relevant information in a timely manner, including advising us of your total construction budget, completing our project brief documentation and providing feedback and approvals on each stage of the project.
F) Work with us to set reasonable timelines and deadlines for key components of the engagement, keeping in mind your ability to provide feedback and instructions in a timely manner.
G) Provide us with your expectations and ideas relative to how the success of the project will be measured by you.
H) Arrange for us to be given reasonable and timely access to relevant individuals, information, data and documents, including by providing verbal or written authorisation as necessary for us to liaise with external parties (such as service providers) if necessary, for the purposes of the engagement and transparency.
I) Respond to all correspondence from us within 2 business days.
J) Arrange for payment of our fees without deduction or set-off in a timely manner and in accordance with the terms of this agreement.
K) Retain and re-assess all prudent insurances in respect of the works to be done.
L) Organise all required permits, authorities and approvals and arrange for prompt payment of all associated fees directly to the relevant supplier or authority.
M) Allow sufficient lead-times on all selections of fixtures, fittings and furnishings, to allow for on-schedule installation.
N) Allow for any additional structural support of fixtures and fittings.
O) Arrange for prompt payment of all associated costs directly to the relevant supplier or delivery provider when needed.
P) Organise timely and compliant inspections required by relevant legislation.
Q) Confirm heights of fixtures and fittings on site.
R) Confirm final locations and extent of finishes, fitting and lighting on site with trades.
S) Take responsibility for any alternative supply and installation of products or trades reselected by you.
T) Be responsible for obtaining additional architectural or structural construction documentation if required.
We understand and agree that you may choose to delegate some of these responsibilities to your primary contractor.
10. INTELLECTUAL PROPERTY
During the engagement, we may provide you with materials which are subject to Intellectual Property Rights. We retain all Intellectual Property Rights (including Moral Rights) in all works we create in relation to the project, including any vision boards, mood boards, style guides, renovation guides, surveys, concepts, plans, 3D rendered images, 3D animations or other written or visual work. You are not authorised to copy, share, republish or otherwise distribute such works without our prior written permission. If this agreement is terminated, we will not be obliged to provide copies of any works to you. We retain the right to watermark or otherwise digitally lock or protect our work, including images, content or other works.
Produced under this agreement up until our fees are paid in full to protect our Intellectual Property Rights.
11. PROMOTION
Unless you specifically tell us in writing otherwise, you grant us permission to use and reproduce your name, business or trading name and logo (if applicable), photograph or likeness, including any trade marks, as well as evidence of services delivered and results achieved (such as plans or photographers), for the sole purpose of promoting our business.
12. ADVICE AND INFORMATION
The extent of our advice is limited to interior design. We do not provide legal, compliance, architectural, construction, engineering or structural advice. While we may provide information, advice or guidance in relation to these areas, all such information and advice is general in nature and is not intended to constitute or substitute for professional advice. We recommend you seek out professional advice for your individual circumstances. It is your responsibility to ensure you comply with all legislation.
We may also recommend fixtures, fittings and furnishings. We do our best to ensure that all such items are compliant with Australian Standards and relevant legislation, however we rely on the manufacturer’s specifications and warranties in this regard. Please contact the manufacturer with any concerns. Please also note that if you substitute alternative selections of fixtures, fittings or furnishings, we cannot make any representation, warranty or guarantee in relation to their suitability.
Dosse Studio Terms & Conditions 28.07.2019
13. INSURANCES
We hold professional liability and public indemnity insurances in respect of our services. Copies of certificates of currency
may be provided on request.
14. NO WARRANTY
Other than any guarantees or warranties set out in this agreement or to which any person may be entitled to pursuant to the Australian Consumer Law (such as a guarantee of acceptable quality) or any other Australian law, all other guarantees in relation to the our services are specifically excluded.
15. CLIENT’S WARRANTY AND INDEMNITY
You warrant to us at all times during this agreement that:
A) You have the full right and title, including all Intellectual Property Rights, to all elements of text, graphics, photos, videos, designs, trademarks, or other artwork or text you provide to us for the purpose of this agreement (Elements), or that you have received written permission from the rightful owner(s) to use each of the Elements for
the purpose it is to be used by you, or by us on your behalf.
B) You have complied with and/or will comply with all applicable laws and regulations that relate in any way or apply to
the project at your own expense. You indemnify us on a continuing basis for all loss and damage associated with any false warranty given by you and/or any breach of the warranties set out in this clause and/or any breach of any other person’s Intellectual Property Rights or other rights arising out of such breach.
16. CHANGES TO SCOPE
The services we will provide are limited in scope, as set out in our proposal. If you instruct us to provide services or incurve expenses outside the scope of the original engagement, additional fees will be payable.
For avoidance of doubt, work outside the scope of the original engagement is taken to include (but is not limited to) the
following:
A) If you request additional services beyond those set out in our proposal.
B) If you request or require additional construction documentation to be prepared by us, beyond any construction documentation set out in our proposal.
C) If you request that we provide you with alternative selections of a fixture, fitting or furnishing (or more than one) after you have signed off on the relevant phase.
D) If you request that we provide you with alternative selections of a fixture, fitting or furnishing (or more than one) due to failure by you or your contractors to consider and allow for product lead-times.
E) If you request that we prepare an alternative plan after you have signed off on the relevant phase.
F) If you require any alternative selections for the purposes of value management.
G) If you request or require us to engage with a contractor or consultant on your behalf.
H) If you request or require us to consult on the construction phase of the project (as distinguished from the design phase).
I) If delivery of the services is protracted due to circumstances beyond our control.
K) If work we have previously completed is or needs to be abandoned due to the changes in the brief, we will advise you of such additional fees as soon as possible and may require payment in advance to secure payment of the additional services. We will not be obliged to carry out any work that is outside the original scope without your agreement to pay us the relevant additional fees. Such agreement may be written or verbal.
17. CHANGES TO TERMS
We may elect to change our terms on notice to you. If we decide to change our terms, we will email a copy of the updated terms to you at least 20 Business Days prior to the changes becoming effective. If you continue to instruct us to provide the services after the expiry of that period, we will take it that you accept the updated terms.
18. CONFIDENTIALITY
We may, during the course of the engagement, disclose confidential Information to you. We may also require you to provide us with confidential information for the purposes of providing the services. We each agree that we will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which we have obtained, except as authorised by the other party or as required by law.
19. LIMITATION OF LIABILITY
Dosse Studio Terms & Conditions 28.07.2019
We will provide our services with utmost care and skill and to the best of our ability. Please note that we do not offer any guarantees beyond those available to you at law (for example, any customer guarantees you are entitled to under the Australian Consumer Law). We also don’t provide any warranty or guarantee in respect of any services provided by any other service provider directly to you (such as a trades persons we recommend who you contract with directly). If you contract with a service provider directly, you should ensure that you do your due diligence first, including background research, reference checks and ensuring the contractor has adequate insurance coverage. You agree that you have not relied on any warranty, guarantee or representation given by us in entering into this agreement.
Nothing in this agreement is intended to exclude any right or guarantee to which you are entitled under the Australian Consumer Law. Where our services fall within the scope of the Australian Consumer Law, we limit our liability to you to the fullest extent permissible under section 64A of the Australian Consumer Law; that is, to the supply of the services again or the cost of having the services supplied again. We specifically exclude liability for negligence. To the maximum extent permissible by law, we exclude liability for consequential loss or damage, including loss of business profits. If our services fall outside the scope of the Australian Consumer Law, we exclude all liability to you (including for consequential loss or damage, including loss of business profits) and you hereby waive, release and discharge, on a continuing basis, all claims you have or may have against us relating to the provision of the services, however arising. We specifically exclude liability for negligence.
You indemnify us and hold us (including our officers, employees, agents, contractors and related bodies corporate) harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of any act or thing done by us in good faith and purportedly pursuant to a right granted to us under this agreement, and any breach by you of any of the terms of this agreement.
20. TERMINATION
This agreement may be terminated by either party if:
A) The other party breaches a term of this agreement and fails to remedy the breach after being given 7 days’ notice of the requirement to remedy the breach.
B) An insolvency event occurs in relation to either party, Dosse Studio may terminate this agreement immediately on giving the client notice in writing.
The parties acknowledge and agree that the termination of this agreement by either party other than in accordance with the
express terms of this clause will be deemed a breach of this agreement. If termination is disputed, it will be dealt with under the dispute resolution provisions of this agreement.
21. CONSEQUENCES OF TERMINATION
If this agreement is terminated, all rights and obligations accrued up to the date of the agreement are not affected. If you terminate this agreement, you must pay all fees and expenses incurred, on a pro rata basis, up to the time of termination.
This clause, as well as any other clause which by its nature is intended to survive termination, will survive termination.
22. DISPUTE RESOLUTION
Design and interiors work is very personal and can be highly subjective. For this reason, we take our time in getting to know you and understanding your goals. If for any reason you’re unsatisfied with our work, please communicate this with us as soon as possible, so we can find a mutually acceptable resolution. We encourage you to raise any issues with us informally (for example, via telephone) prior to utilising the dispute resolution mechanisms set out in the remainder of this clause, if appropriate.
If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause.
A) The party must inform the other party in writing of the following:
i. The nature of the dispute.
ii. The outcome they desire to resolve the dispute.
iii. The action they believe will settle the dispute.
B) On receipt of the notice by the other party, both parties will make every effort to resolve the dispute by mutual negotiation within 20 business days.
C) If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of Victoria appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue Dosse Studio Terms & Conditions 28.07.2019 of the mediation (to be paid in advance). The parties must each pay their own costs associated with the mediation, which must be held in Canberra, Victoria, Australia.
All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence. This clause survives termination of this agreement.
23. GENERAL
A) Time of the essence: Time is of the essence in this agreement. No extension or variation of this agreement will operate as a waiver of this provision.
B) Amendment: Unless otherwise set out in this agreement, any amendment or variation to this agreement (such as a change to the services to be provided) is not effective unless it is in writing and signed by both parties, unless otherwise set out in this agreement.
C) Assignment: We won’t voluntarily assign or otherwise transfer our obligations under this agreement without your prior consent, however, we may sub-contract one or more aspects of the services, provided always that we will remain the head creative director and will be responsible for the delivery of services in accordance with this agreement.
D) Relationship of parties: Nothing contained in this agreement will constitute the relationship of partnership or employer and employee between the parties and it is the express intention of the parties that any such relationships are denied.
E) Entire agreement: This agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this agreement, and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this agreement.
F) Severance: If anything in this agreement is unenforceable, illegal or void, it is severed and the rest of the agreement remains in force.
G) Waiver: Any waiver by any party to a breach of this agreement will not be deemed to be a waiver of a subsequent breach of the same or of a different kind.
H) Events beyond control: Neither party will be liable to the other party for any loss caused by any failure to observe the terms and conditions of this agreement, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities, or major injury or illness of key personnel.
I) Governing law: The law of Victoria governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
J) Notices: A notice or other communication to a party must be in writing and delivered to that party in one of the following ways:
i. Delivered personally.
ii. Posted to their address, when it will be treated as having been received on the second business day after posting.
iii. Sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.
24. DEFINITIONS
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth). Business day means a day on which banks are open for business in Canberra, other than a Saturday, Sunday or public holiday.
Confidential Information refers to any data or information relating to you or us, whether business or personal, written or oral and regardless of how or when it was provided to the other party, which would reasonably be considered to be private or proprietary to you or us and that is not generally known and where the release of that confidential information could reasonably be expected to cause harm to you or us, and includes the terms of this agreement (except to the extent that disclosure of the terms is necessary for the purpose of legal or financial advice).
Insolvency Event includes any event which indicates that the party in question is unable to pay their debts as they fall due. Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration, as well as all digital and electronic rights. Moral Rights means the personal rights of a creator to have his or her work attributed to them and to insist that its integrity be retained.
25. INTERPRETATION
Dosse Studio Terms & Conditions 28.07.2019 In the interpretation of this agreement:
A) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation.
B) Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders.
C) Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement.
D) Grammatical forms of defined words or phrases have corresponding meanings.
E) Parties must perform their obligations on the dates and times fixed by reference to Canberra, Victoria, Australia.
F) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.
G) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day.
H) References to a party are intended to bind their executors, administrators and permitted transferees.
I) Obligations under this agreement affecting more than one party bind them jointly and each of them severally.
26. ACCEPTANCE
These terms will be taken to have been accepted by you on the occurrence of a positive act of acceptance on your part, which may include:
A) Returning a signed (including digitally signed) copy of the terms to us.
B) Informing us in writing or verbally that you accept the terms.
C) Selecting a checkbox marked “I accept” attached to these terms or other form of electronic acceptance.
D) Instructing us to provide the services after you have received a copy of these terms.
E) Making a payment to us after you have received a copy of these terms.
However, please note that we will not be obliged to commence delivery of the services unless or until we receive your acceptance in any such form as we require (that is, we may require you to return a signed copy before we start work).
