TERMS AND CONDITIONS – INTERIOR ARCHITECTURE SERVICES
The terms and conditions of the INDOOR Architecture Ltd., hereinafter called Contractor, for consulting services apply to all its services, unless they are modified or excluded by the contractors explicit written consent. Terms and conditions of the client do not obligate the contractor, even if they are not explicitly contradicted after their receipt.
2.) SUPPORT OBLIGATIONS:
The Client is obliged to:
- a) designate a contact person who is available during the agreed contract period and who is authorized to make and to receive the necessary statements during the continuation of the contract.
b.) decide all pending issues without delay on justified request of the contractor, to obtain required permits and to apply for official acceptance.
c.) provide access to the information required for the operation at any time and to provide the contractor with all necessary documents and governmental approvals in due time.
d.) provide a work space and the necessary working facilities if required
e.) The Client shall abstain of all contract-related instructions directly to the employees of the Contractor, except in case of danger to life and health.
f.) At the request of the contractor, the client must confirm in writing the accuracy and completeness of his verbal statements and the documents submitted by him.
g.) Interim reports and results supplied by the contractor are reviewed immediately by the customer, to ensure that the information contained therein are correct; any necessary corrections, and requests for changes are communicated immediately in writing.
3.) RESPONSIBILITIES OF THE CONTRACTOR:
The Contractor undertakes to advise the client comprehensively in the planning, preparation and execution of his project.
a.) Interior Design Concept Services:
In this phase of the Project, Contractor shall, as and where appropriate, perform the following: Determine Client’s design preferences and requirements, Conduct an initial design study; Prepare drawings and other materials to generally illustrate Designer’s suggested interior design concepts, to include color schemes, interior finishes, wall coverings, floor coverings, ceiling treatments, lighting treatments and window treatments; Prepare layout showing location of movable furniture and furnishings; Prepare schematic plans for recommended cabinet work, interior built-ins and other interior decorative details (“Interior Installations”).
b.) Interior Specifications and Purchasing Services:
Upon Client’s approval of the Design Concepts, the contractor will, as and where appropriate: Select and/or specially design required Interior Installations and all required items of movable furniture, furnishings, light fixtures, hardware, fixtures, accessories and the like (“Merchandise”); Prepare and submit for Client’s approval Proposals for completion of Interior Installations and purchase of Merchandise; Merchandise and Interior Installations specified by the contractor shall, if Client wishes to purchase them, be purchased solely through the contractor. The contractor may, at times, request Client to engage others to provide Interior Installations, pursuant to the arrangements set forth in the Project Review services described in paragraph 3 of this Agreement. The contractor may, at times, request Client to engage others to provide Interior Installations, pursuant to the arrangements set forth in the Project Review services described in paragraph 3 of this Agreement. Merchandise and Interior Installations to be purchased through the contractor will be specified in a written “Proposal” prepared by the contractor and submitted in each instance for Client’s written approval. Each Proposal will describe the item and its price to Client (F.O.B. point of origin). The price of each item to Client (“Client Price”) shall be the amount charged to the contractor by the supplier of such item (“Supplier Price”), plus the contractor ‘s purchase fee equal to seven percent ( 7 %) of the Supplier Price (exclusive of any freight, delivery or like charges or applicable tax). The fee is in addition to the hourly fees payable to the contractor for its Interior Design Services. No item can be ordered by the contractor until the Proposal has been approved by Client, in writing, and returned to the contractor with the contractor ‘s required initial payment equal to fifty percent (50 %) of the Client Price. The balance of the Client Price, together with delivery, shipping, handling charges and applicable taxes, is payable when the item is ready for delivery to and/or installation at Client’s residence, or to a subsequent supplier for further work upon rendition of the contractor’s invoice. Proposals for fabrics, wall coverings, accessories, antiques, and items purchased at auction or at retail stores require full payment at time of signed Proposal.
b.) Project Review:
If the nature of the Project requires engagement by Client of any contractors to perform work based upon the contractor’s concepts, drawings or interior design specifications not otherwise provided for in the Interior Specifications and Purchasing Services, Client will enter into contracts directly with the concerned contractor. The contractor will make periodic visits to the Project site as the contractor may consider appropriate to observe the work of these contractors to determine whether the contractors’ work is proceeding in general conformity with the contractor ‘s concepts. Constant observation of work at the Project site is not a part of the contractor ‘s duties. The contractor is not responsible for the performance, quality, timely completion or delivery I of any work, materials or equipment furnished by contractors pursuant to direct contracts with Client. Time expended by the contractor for all Project Review services will be charged to Client on an hourly basis at the rates set forth in paragraph 4. of the Agreement.
The Contractor shall submit to the client written reports and plans about his current work and the results. On the choice of the client the reporting can be done once or according to the work progress in the form of interim reports. The contractor is obliged to report to the client in any case no later than the end of the contract, a final report writing. The final report is submitted to the client, in duplicate. This report is to be treated by both parties as confidential and subject to the copyright of the contractor.
The compensation is based on working hours or person-days. Before each contract the applicable fee rates for the members of the project team will be agreed, according to the difficulty, specialization of the tasks to be solved and the duration of use. The particular time needed per employee for each phase of the development process is preliminarily estimated and there is an agreed maximum time budget, which may be exceeded only after clients approval. If the estimated time budget is not reached, only the actual time needed is charged. Without prior agreement in the sector of residential buildings for the initial audit a flat rate fee in an amount of two person-workdays of eight hours per day, with 99,– GBP per hour, becomes due without prior agreement in the commercial sector for the initial audit a flat rate fee in an amount of four person-workdays of eight hours per day, with 99,– GBP per hour, becomes due. As far as additional services are requested by the client or unless other arrangements are made, the following hourly rates shall apply
- a) for creative and managerial employees 99,00 £ / hour
- b) for staff members, fulfilling technical or administrative auxiliary tasks 79,00 £ / hour.
The contractor informs the client of the need for the use of specialized experts, such as civil engineers, structural engineers and licensed tradesmen, etc., and takes it to incorporate these specialized experts and to coordinate these services chronological and professional. In so far there is no explicit agreement, the cost of these necessary services of specialized experts are not covered by this fee agreement. Hourly charges will be invoiced to Client and are payable upon receipt of invoice. If not otherwise agreed incidental expenses are charged at actual cost.
Incidental expenses include, in particular: postal and telecommunications charges, costs for copies of drawings and written documents as well as preparation of films and photos, cost of a site office including setting up, lighting and heating, transportation, lodging and meal expenses for travel in the amount of permissible tax flat rates, unless higher expenses are proved, separation allowances and expenses for trips home to the tax allowable flat rates, unless higher costs to the contractor’s employees are paid on the basis of collective agreements, compensation for other expenses during long trips, unless the compensation have been agreed in writing prior to the business, charges for services, outside the duties of the contractor, that have been transferred to third parties by him in consultation with the client. For the journey to and from the destination, a separate hourly rate can be agreed. Up to a distance of 600 road kilometers the journey to the customer or to the project site generally takes place with the car or the minibus, whereby the official mileage allowance in the applicable amount is charged. For longer distances, the journey is by air in economy class. For flights with a flight time of more than 6 hours, business class can be booked. At the destination airport either the client has to make a car available to the middle class or the contractor is entitled to rent a mid-size car for the duration of his work for the contractor. Overnight costs are reimbursed to the Contractor in the proven amount. Expenses are compensated in accordance with the maximum tax rates. If several customers are visited on a trip, so the costs are split proportionately. Incidental costs for postal and telecommunications charges, and the cost of presentation documents. Pattern sets and copies of drawings and written documents as well as the preparation of films and photos are total calculated at a flat rate of 5% of net fees. All the above fees, also flat fees for services and incidental costs are net amounts plus any applicable tax.
Without deviating agreement a “rule of thirds” comes into effect, that means one-third of the budgeted amount of order is due with order, another third is after half the contract term. After completion of the work, a final statement of the services and the resulting balance will be due. The same “rule of thirds” applies to incidental costs. Especially on longer contracts, the contractor is entitled to get a monthly advance for the next fee share and the incidental costs. Invoices are due for payment immediately with no discount. If there are several clients (natural and/or legal persons), they are liable as joint debtors. Should the customer be in default with the balance of due invoices, the contractor is entitled to discontinue his work on the project until outstanding debits are fulfilled.
6.) RIGHT OF RETENTION:
Until full payment of overdue portions of his fees and costs, the contractor has a right of retention on the documents handed over to him, and to his plans and work products. In addition to all other legal rights, the contractor shall be entitled to withhold delivery of any item of Merchandise or the further performance of Interior Installations or any other services, should Client fail to timely make any payments due the contractor.
7.) SAFETY STANDARDS, CONFIDENTIALITY:
Within the context of the contract, the contractor is authorized to assimilate the data entrusted to him which relates to specific persons, bearing in mind the requirements regarding data protection or to have the assimilation carried out by a third party. For mutual protection against criminal reconnaissance of installed security systems and object data, it is strictly prohibited to the contractor and the client to publicly confirm the project activity of the contractor and to bring the contractor in context with the designed objects. The contracting partners must notify each other about a breach of confidentiality as soon as possible, so that the plans and safety information can be changed immediately.
8.) HINDRANCES, DELAY, IMPOSSIBILITY; FORCE MAJEURE:
The contractor is in default with his services, only if fixed dates are agreed for the particular completion and the contractor is responsible for the delay. The contractor is not responsible, for example, for unforeseen withdrawal of the consultant selected by the contractor to work on the project, force majeure and other occurrences which were unforeseen when the contract was signed and which make the agreed service to be provided temporarily impossible or extremely difficult. Force majeure is equal to strikes, lockouts, and similar circumstances where the contractor is affected directly or indirectly. If the obstacles are of a temporary nature, the contractor is entitled to defer the commissioned work until the issue has been resolved and by an appropriate start-up period. If, on the contrary, it is not possible for the contractor to start work for a long period within the context of this section, the contractor is freed of his contractual obligations.
If any consultancy errors result from the fact that the client has not fulfilled their duty of supporting the contractor – either not at all, not wholly or not on time, then the contractor is no longer liable. If there is a dispute, the client will provide evidence of complete and timely fulfillment of all obligations to support the contractor. The contractor is liable for claims from the client only if, and in so far as, they have been caused by the contractor deliberately or as a result of gross negligence. If there is a dispute, the client will provide evidence. Any and all claims for damages against the Contractor shall expire at the latest after 3 years. The limitation period begins with the recognition of damage, but no later than completion of the contractual activity.
The contract can be terminated for an important reason only. The termination must be in writing. This Agreement may be terminated by either party upon the other party’s default in performance, provided that termination may not be effected unless written notice specifying nature and extent of default is given to the concerned party and such party fails to cure such default in performance within fourtyfive (45) days from date of receipt of such notice. Termination shall be without prejudice to any and all other rights and remedies of the contractor, and Client shall remain liable for all outstanding obligations owed by Client to the contractor and for all items of Merchandise, Interior Installations and other services on order as of the termination date. If the contractor is responsible for the termination, he shall only be entitled to payment for services provided up to that point. In all other cases he shall be entitled to be paid all fees agreed upon plus any incidental and third party costs he or she may have incurred up until the cancellation.
The contractor’s drawings and specifications are conceptual in nature and intended to set forth design intent only. They are not to be used for architectural or engineering purposes. the contractor does not provide architectural or engineering services. The contractor’s services shall not include undertaking any responsibility for the design or modification of the design of any structural, heating, air-conditioning, plumbing, electrical, ventilation or other mechanical systems installed or to be installed at the Project.
Should the nature of the contractor’s design concepts require the services of any other design professional, such professional shall be engaged directly by Client pursuant to separate agreement as may be mutually acceptable to Client and such other design professional.
As the contractor requires a record of the contractor’s design projects, Client will permit the contractor or the contractor’s representatives to photograph the Project upon completion of the Project. The contractor will be entitled to use photographs for the contractor’s business purposes but shall not disclose Project location or Client’s name without Client’s prior written consent.
All concepts, drawings and specifications prepared by the contractor’s firm (“Project Documents”) and all copyrights and other proprietary rights applicable thereto remain at all times the contractor’s property. Project Documents may not be used by Client for any purpose other than completion of Project by the contractor.
The contractor cannot guarantee that actual prices for Merchandise and/or Interior Installations or other costs or services as presented to Client will not vary either by item or in the aggregate from any Client proposed budget.
Any sales tax applicable to Design Fees, and/or Merchandise purchased from the contractor, and/or Interior Installations completed by the contractor shall be the responsibility of Client.
The laws of the European Union and the Republic of Austria shall govern this Agreement. The place of jurisdiction for all disputes arising from the contract is the Head Office of the contractor in Vienna / Austria.
This Agreement is a complete statement of the contractor’s and Client’s understanding. No representations or agreements have been made other than those contained in this Agreement. Verbal collateral agreements do not exist. This Agreement can be modified only by a writing signed by both the contractor and Client. If individual regulation of these terms are or become ineffective, then these ineffective provisions shall be replaced by that effective provision that comes closest to the commercial goal. If individual regulations of the present contract are or become ineffective, thereby the validity of the remaining regulations is not affected.