Project Terms

This Agreement is between Space Style Melbourne ABN 99 331 726 767 (‘Space Style’) and the Client.

IT IS AGREED AS FOLLOWS:

1 ACCEPTANCE

This Agreement includes any schedules, annexures, 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 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 they do not accept these terms and conditions, they must not proceed with the Services.

2 DEFINITIONS 

In this Agreement, unless expressed or implied to the contrary:

Approved Purpose means the purpose specified in this Agreement.

Business means the business of Space Style and includes any Business carried on under any brand name associated with the Business, or by any subsidiary or associated entity of the Business.

Client includes any Person or Organisation (or Representative of any Person or Organisation) who is the named recipient of the Proposal.

Client Content means any content owned or held by the Client, which is relevant to the Services.

Client System means any computer or other technology system owned or operated by the Client, which is relevant to the Services.

Consultation Fee means the $280 + GST fee for the initial ninety (90) minute consultation.

Design Material means any material that exists at the beginning of the Services and which is provided in connection with the 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 Services that is created, written, or otherwise brought into existence by or on behalf of Space Style during the performance of the Services.

Direction includes agreement, approval, authorisation, certificate, decision, demand, determination, explanation, instruction, notice, order, permission, rejection, request, and requirement.

Hourly Rate means the hourly rate in the Proposal or as agreed between the parties.

Project means that which relates to the Client and Services as outlined in the Proposal.

Project Quote means the estimated cost of the Project provided to the Client by Space Style in relation to the Scope of Works outlined in the Proposal, and any additional items as agreed.

Project Timeline means the estimated timeline and milestones for completing the Project. 

Project Site means the property defined in the Proposal.

Proposal means the document sent to the Client outlining the details of the Project in relation to this Agreement.

Scope of Works means the scope of services to be performed by Space Style under this Agreement, as described in the Proposal.

Services means the services specified for the Project in the Proposal.

Work or Works means any installation, building, construction, or other specialist works that have flowed from Decorating Works.

3. THE SERVICES

3.1   Provision of Services  

(a) Space Style will do all things reasonably required to ensure that the Services are performed with due care, skill and diligence, in a professional and ethical manner, within the scope of its expertise, and to the Client’s reasonable satisfaction.

(b) Space Style may provide consultation services as part of the Project as agreed. For the purpose of this Agreement, these services include, but are not limited to co-ordinating, organising, and administering specified parts of the Project to the extent permissible, pursuant to the Home Building Act 1989(NSW) and the Home Building Regulations 2014. 

(c) The Client agrees, where Space Style is engaged for additional services or additional consultations, additional fees shall apply and the Client may be invoiced separately for these fees.

(d) Space Style will do its best to complete the Services in accordance with the Project Timeline however, the Client acknowledges that Project deadlines, and hence Completion may be subject to the vagaries of the marketplace and the performance of third parties.

3.2   Decorating Work

(a) The Client agrees to adhere by the number of revisions and design process as stipulated by Space Style.

(a) All sketches, illustrations and drawings created or provided by Space Style are conceptual in nature and are not to be used for structural or construction purposes. 

(b) 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 Space Style makes no guarantees or warranties in relation to the finished construction project. 

(c) Space Style will provide and maintain, as far as is reasonably practicable and where applicable, a safe working environment, and safe systems of work in accordance with the requirements as set out in the Work Health and Safety Act 2011 as applicable.

(d) Where the Client is a company the Client agrees they are responsible for the safety and direction of their employees, contractors and premises.

3.3 Third-Party Contractors and Suppliers

(a) The Client acknowledges and agrees all representations, recommendations and referrals made by Space Style are made in good faith, but that Space Style 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 Services.

(b) The Client acknowledges and agrees Space Style is not responsible for engaging third-party contractors or suppliers on the Client’s behalf. 

(c) Space Style is not responsible for the compliance, safety, supervision, daily direction, control, quality or outcome of the work of any third-party supplier, contractor or sub-contractor the Client engages to complete the Works, regardless of whether Space Style has referred or recommended the supplier, contractor or sub-contractor to the Client.

3.4 Delay & Variations & Faults 

(a) The Client acknowledges and agrees that it is fully responsible for any errors, defects or faults (and rectification thereof) after signing off on and approving the Design Materials, and agrees Space Style shall be held harmless for relying on the accuracy of information provided by the Client in preparing the Design Materials.  

(b) Within seven (7) days of it becoming evident to Space Style that anything beyond its control may result in delay to the Project, including an act or omission of the Client, consultants, other contractors or agents, a Force Majeure event, or the supply of erroneous information by the Client, Space Style agrees to notify the Client of the extent of the likely delay and the costs and expenses associated with that delay.

(c) If the Client proposes a variation, Space Style 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. The Client agrees that where they proceed with the proposed variation, they will accept and agree to any of the costs or anticipated delays.

3.5 Completion

(a) Within seven (7) days of receiving notification from Space Style that the Services are complete, the Client shall inspect the Project Site and inform Space Style of any issues or items outstanding. 

(b) Where any issues in the Services are the result of work by a third-party supplier or contractor, such issues shall be the responsibility of the relevant third-party supplier or contractor, and Completion may therefore occur before these issues are rectified.

4. CLIENT OBLIGATIONS

The Client agrees to:

(a) comply with all applicable laws and regulations, including relevant permits, licences, and/or any and all approvals required;

(b) provide a thorough brief, including details of the Client’s budget and deadlines, accurate measurements, dimensions, or any other information as required;

(c) co-operate with Space Style and provide clear and reasonable Direction, instruction, and guidance, review and approve the Design Material in a timely manner; and

(d) provide access to the Client System and Project Site as reasonably required by Space Style to provide the Services.

5. FURNITURE, FINISHES AND ACCESSORIES

5.1 Specification and Ordering 

(a) Space Style will provide 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.

(c) Colour changes in all materials, be it wood, lacquer, glass, fabric or leather may occur over time and so in cases of completed works, or replacements, any difference in tone that may occur shall not be grounds for consideration or return of the product.

(d) Quoted items are normally valid for seven (7) days at date of issue and are based on quantities outlined. Any change to items in the quote may affect pricing and may need to be re-quoted, for delay in placing the order.

(e) The Client agrees Space Style is entitled to charge a commission on all outsourced services or items sourced by Space Style, on the cost of trade prices, on all purchases as specified in the Project Quote and any subsequent quotes, plus any delivery, freight, or storage fees.

(f) Space Style may pass on any trade discount or reveal the supply partner to the Client, at its sole discretion.

(g) Space Style will take all reasonable steps to specify products that it believes are available at the time of Completion (excluding custom items). Space Style cannot guarantee the availability of the products and is not responsible for product backorders. If a product becomes back-ordered or unavailable, Space Style will make every effort to suggest a reasonable product equivalent substitution.

(h) The Client agrees to accept all products and acknowledges that it bears all risk and responsibility for the products upon placement of any order, and that any orders that are not fulfilled are the responsibility of the supplier.

5.2 Purchases

(a) Space Style will not commit to the purchase of any goods from third-party suppliers, including custom orders, on behalf of the Client, unless the Client has paid to Space Style the full amount or deposit as required for the purchase, and the Client agrees they are responsible for the costs and payments of any and all goods sourced from third-party suppliers by Space Style on their behalf. 

(b) The Client acknowledges that a failure to pay the deposits or costs for purchase of the goods may cause delay to the Project, or other such consequence, of which Space Style will not be liable for.

(c) Product warranties are available upon request.

5.3 Cancellations, Returns and Refunds

(a) The Client agrees that any good which has been ordered and delivered can only be returned, exchanged, or refunded in accordance with the terms of the supplier, and may be subject to re-stocking and handling fees.

(b) In the case of faulty or damaged goods, the Client must notify Space Style or the supplier as soon as possible, via email with images where possible. Space Style will do all things necessary and reasonably required to assist the Client, but the repair, replacement or refund of damaged goods is the sole discretion of the supplier, and Space Style cannot be held liable in these circumstances.

5.4 Lead Times

(a) All lead times are listed at the time of presenting the quotation. Lead times can change from day to day, and Space Style cannot guarantee lead times where delays in placing orders occur.

(b) All lead times are as accurate as possible and whilst Space Style endeavours to meet anticipated lead times, Space Style will not be responsible for extensions to lead times which, for various reasons, may occur outside of its control.

5.5 Delivery

(a) Access limitations must be advised at the time of placing the order as deliveries that cannot take place due to access limitations are the responsibility of the Client. If delivery is not possible at all due to access limitations (including if a goods lift is too small or stair access is too tight), the goods will be taken back to the supplier and may incur a return to warehouse delivery charge and/or restocking fee.

(b) Unless requested or noted, delivery will be quoted assuming ground floor site location or is accessible via a suitable goods lift. It is the responsibility of the Client to ensure that goods lifts are ready to take delivery at the agreed delivery time.

(c) In the event that the Client is either not ready to accept the goods, or delays the receipt of the goods as per the scheduled delivery and install dates, there may be additional costs incurred such as a return-to-warehouse delivery charge and a re-delivery charge, with charges dependent on the supplier.

(d) If Space Style is required to arrange storage for any goods, the Client will be responsible for the costs as per the quoted amount.

6 PAYMENT

6.1  Fees and Expenses

(a) The Client will pay Space Style the Fees as agreed in the Proposal.

(b) The Fees include the Consultation Fee and any additional fees as applicable and as agreed.

(c)  The amounts outlined in the Proposal, unless specified as a fixed cost, are estimates only and may differ from the final amount invoiced to the Client. If further services or further time is required to complete the Services, Space Style will notify the Client and provide them with an update of the Fees.

(d) The Client will pay any out-of-pocket expenses incurred from carrying out the Services, with prior consent sought for expenses in excess of two hundred dollars ($200).

(e) Where the agreed method of payment is via invoices, clause 6.3 below applies, alternatively, Space Style may use a payment-processing merchant or a payment platform for purchases and payments.

(f) Where the charges to the Client’s nominated credit card are rejected or fail for any reason, or where the invoices are not paid within the stipulated time, Space Style reserves the right to refuse Completion or delivery of work until past due balances are paid. The Decorating Work may be retained as security until all just claims against the Client are satisfied.

6.2 Goods and Services Tax

(a) Unless otherwise specified, all Fees including trade commissions and any other ancillary expenses are exclusive of GST. 

(b) If GST is payable in respect of a service or product provided under or in relation to this Agreement, the Client must pay to Space Style 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.

6.3 Invoices

(a) The Client agrees to pay all correctly rendered invoices issued by Space Style as per the due date stipulated, inclusive of GST, where applicable, and all subsequent invoices, inclusive of any trade commissions due or expenses incurred at that stage.

(b) If the Client disputes any invoice issued under this clause 6.3, the Client must notify  Space Style of the amount in dispute and the reason for the dispute by the invoice due date and pay any amounts not in dispute until such time as the dispute is resolved.

(c) Space Style is entitled to charge interest equivalent to the reference rate charged by the Reserve Bank, for any amount not paid by the invoice due date, and after sixty (60) days increase the interest to the equivalent of the pre-judgement interest rate set by the Local Court of Victoria, as well as any administration fees for its time in seeking costs.

6.4 Returns and Refunds

Space Style reserves the right to refuse or grant refunds for the Services, pursuant to the Competition and Consumer Act 2010 (Cth). Any requests by the Client for refunds must be detailed in writing and will only be considered when options for remedies or replacements have been exhausted.

7 CONFIDENTIAL INFORMATION AND PRIVACY

7.1 Obligations with Respect to Confidential Information

A Recipient:

(a) may use Confidential Information of the Discloser only for the purposes of this Agreement;

(b) must keep confidential all Confidential Information of the Discloser except:

(i) for disclosure permitted under this clause 7; and

(ii) to the extent (if any) the Recipient is required by law to disclose such Confidential Information; and

(c) destroy or return all Confidential Information immediately upon request.

7.2 Privacy

Space Style 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 they are legally obligated to comply with these laws.

8 INTELLECTUAL PROPERTY 

8.1 Ownership

(a) The Client acknowledges Space Style owns all Intellectual Property rights in the Design Materials.

(b) Space Style 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.

(c) The Client agrees the ownership of the copyright in the Design Materials will only pass upon full payment and Completion of the Project.

(d) The Client will attribute Space Style as the correct author of the Design Materials.

8.2  Media Consent and Releases

The Client hereby acknowledges and agrees:

(a) to authorise access to Space Style to the Project Site upon Completion of the Project, for the purpose of documenting the Decorating Work; and

(b) to authorise Space Style to publish photographs or reviews of the Decorating Work, for use in print, online and digital, publications, platforms and mediums for the purpose of marketing and promotion, and to release and hold harmless Space Style from any reasonable expectation of privacy or confidentiality (regardless if names and locations have been withheld) or from liability for any claims in connection with the above said and agree they are not entitled to financial compensation of any type.

9. LIABILITY

9.1  Total Liability

To the fullest extent permitted by law (and to the extent permitted under Australian Consumer Law), the total liability of Space Style under or in connection with this Agreement in respect of all Claims (if any) is limited to the Fees paid or payable for the Services and in any event, will never exceed the available proceeds of the professional indemnity and/or public liability insurance coverage of Space Style (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 Services and that cannot be excluded.

9.2  Consequential Loss

In no case shall Space Style, 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 Services or for any other Claim related in any way to the Client’s use of, or reliance on, the Services, the Material provided as part of Space Style’s consultation package, platforms and/or content or designs or drawings including, but not limited to any errors or omissions in any content, 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 Services, even if advised of their possibility.

9.3 Indemnity

The Client indemnifies and must keep indemnified Space Style against all Claims and Losses suffered by Space Style arising out of any breach of this Agreement by the Client, any act or omission of the Client, and any breach of a law by the Client, except to the extent the Claim or Loss is directly caused or contributed to by a reckless or negligent act or omission of Space Style.

9.4 Warranty and Guaranty

The Client represents and warrants that all the information, instructions and representations provided for the purposes of this Agreement are true, correct, accurate, current and complete.

10. TERMINATION

10.1  Termination on Notice

(a) Either Party may terminate this Agreement at any time by giving thirty (30) days written notice of termination. Where the Project is thirty (30) days or less, only fourteen (14) days’ notice will be required.

(b) If the Client gives notice under this clause 10.1, the Client agrees that Space Style will retain the Deposit paid, and the Client will pay Space Style the Consultation Fee, for the professional time spent on the Project, and for any fees or expenses not covered by that amount.

(c) If Space Style terminates this Agreement, Space Style will only retain any outstanding fees or expenses owing for the work completed up and to and including the date of termination.

10.2 Termination on Default

A party may terminate this Agreement, effective immediately with written notice if:

(a) the other party commits a material breach of this Agreement, and does not rectify that breach within seven (7) days;

(b) the other party commits a material breach of this Agreement that it is incapable of rectification or remedy within seven (7) days;

(c) the other party is charged or is convicted of a serious criminal offence, or any offence connected with theft, fraud or deception; or

(d) a party is in jeopardy of becoming subject to any form of insolvency administration or ceases to carry on business.

10.3 Consequence of Termination

(a) The Client and Space Style will use their best endeavours to reach a settlement to the most appropriate and efficient way of concluding the remaining aspects of the Project.

(b) Space Style will not be liable for any losses, costs and/or expenses incurred or sustained by the other as a result of termination of this Agreement.

(c) The termination or conclusion of this Agreement does not affect or effect any release of any accrued rights or remedies of a party in respect of events, acts, or omissions that occurred prior to the termination or conclusion of this Agreement.

(d) Upon termination of this Agreement, for any reason or at any time, the Client must pay to any third party any amounts payable for the Services provided up to the date of termination within thirty (30) days and the parties must on request, immediately destroy or return to the other party all Confidential Information and Intellectual Property.

11. DISPUTE RESOLUTION

(a) The parties must use reasonable endeavours to resolve all disputes through negotiation. 

(b) If the dispute cannot be resolved through negotiation between the parties within fourteen (14) days of the dispute arising, either party may commence proceedings. 

12. GENERAL 

12.1 Severability

If any provision or part of this Agreement is void or unenforceable for any reason, then that provision or part will be severed from this Agreement and the rest of this Agreement shall be read as far as possible as if the severed provision or part had never existed.

12.2 Entire agreement and variation

The parties agree that this Agreement is the entire agreement between Space Style and the Client in respect of this arrangement and supersedes any other communication or understandings  (whether written or oral) between Space Style and the Client in that regard, and any changes to this Agreement must be agreed in writing between Space Style and the Client prior to the changes coming into effect

12.3 Governing law

This Agreement is governed by the laws applicable in the state of Victoria, Australia, and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of Victoria. 

12.4 Survivorship

Clauses 1, 2, 7, 8, 9and this clause 12.4 survive any expiration or termination of this Agreement and will have effect for the benefit of the parties