CLIENT SERVICE AGREEMENT
FOR INTERIOR DESIGN SERVICES
This Client Service Agreement is entered into and effective at the agreed upon start date,between Transparent Interiors, a South Carolina, LLC, (“Company”), and the client. This Client Service Agreement outlines the relationship between Company and Client and defines how the parties will work together.
For good and valuable consideration, Client agrees to purchase interior design services (“Services”) from Company. In exchange, Company agrees to provide interior design services for Client, using appropriate techniques in accordance with Client’s needs and in alignment with Company’s role as an interior designer, with details as outlined below.
SERVICES DETAILS.
The Services includes the following:
1)The in depth design questionnaire
2) My review of your project
3) 2 virtual design meetings
4) My bundle of step by step design resources that are catered to what you need.
Additional services, beyond those listed above, require additional fees which will be discussed and agreed to by the parties.
TERM.
The term of this Client Service Agreement shall begin at the agreed upon start date and shall continue through the completion of the project (hours completed), or cancellation by either party, in accordance with this agreement. Additional hours may be added.
FEES.
In consideration for the Services provided by Company to Client, Client agrees to pay Company a project fee(“Fee”) of $500. Company’s obligation to provide Services to Client are conditional upon Client making timely payment.
Client shall make payment in full prior to Services commencing. The design project will not begin until the payment is received as company will begin the design process immediately. Company reserves the right to withhold delivery until all outstanding fees and penalties are paid in full.
COMMUNICATIONS.
During the Services, Company will have 2 scheduled meetings with the client. Both meetings will be scheduled by the client.
CLIENT RESPONSIBILITIES.
Client agrees to provide all tools, information and documentation required for Company to perform the Services under this Client Service Agreement.
Client agrees to reimburse Company for any and all expenses incurred by Company, solely on Client’s behalf, provided that Company must obtain prior approval in writing by Client, otherwise Client will not be obligated to pay such expenses. Company agrees to provide Client with a monthly expense invoice if any expenses have been collected and Client agrees to pay such expenses invoice in full, within 30 days from delivery of such expense invoice to Client.
Client also agrees to respond to all messages within a timely manner unless previously addressed to Company, communicate respectfully to Company, provide feedback on deliverables, provide any additional information and documentation requested by Company.
CONFIDENTIALITY.
This Client Service Agreement is a mutual non-disclosure agreement with both Company and Client agreeing not to disclose or make use of any confidential information learned about or through the other party. This mutual non-disclosure agreement survives the termination of this Client Service Agreement. Any violation of this non-disclosure agreement may result in legal action against Client.
Throughout the Services, Client will share private and confidential information with Company, including, but not limited to, home addresses, phone numbers, email addresses, personal details, etc..(“Confidential Information”), and Company agrees not to disclose such confidential information to any third parties, except for the purpose of providing Client with the Services. Client may authorize Company to disclose such information in writing.
Confidential Information does not include information which was known to Company prior to this engagement, is received by Company via a third party free to disclose such information, becomes available to the public through no breach of confidentiality by Company, or is independently produced by Company without use of Client’s Confidential Information.
Upon written request by Client, Company will promptly return or destroy all documents or electronic records containing Client’s Confidential Information.
A reserved exception to this is if Company is required by law to disclose information shared by Client, or if Company has a good faith reason to believe that disclosing such information is necessary to protect Client, Company, a third party, or to respond to an emergency. In such event, Company will limit disclosure to essential information.
Throughout the Services, Company will share proprietary and confidential information with Client, including, but not limited to, personal information, financial information, strategies, techniques, original work, and other unpublished information. Client agrees not to disclose such confidential information to any third parties.
Client and Company agree that neither will disclose the terms of this Client Service Agreement or engage in any conduct or communications with any third party, whether private or public, designed to disparage the other.
INTELLECTUAL PROPERTY.
Upon full and final payment to Company, provided there has been no breach of this Client Service Agreement by Client, Company shall automatically transfer, assign, convey and grant all rights, title, interest, ownership and all subsidiary rights, including all rights under the United States Copyright Act, that have been created by Company for Client (“Work”) for any and all use throughout the world, in perpetuity, in any manner or media, whether now known or invented in the future. Company waives any moral rights it has with regard to Client’s use of the Work.
Client agrees that any content it provides to Company for use in the Work will not infringe on the Intellectual Property rights of a third party. If any claim of infringement arises from content provided to Company by Client, Client agrees to indemnify and hold harmless Company from any claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees.
Client grants Company a worldwide, nonexclusive, irrevocable license to display the Work created by Company for Client as part of Company’s portfolio, for business and marketing purposes. Company retains all Intellectual Property rights over any drafts furnished to Client, and Client may not post, publish or use the drafts without Company’s express permission in writing.
THE NATURE OF THE RELATIONSHIP OF THE PARTIES.
The Company is and will remain an independent contractor in its relationship to the Client. Nothing contained in this Client Service Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
The Company will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Client. The Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. The Company shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Client Service Agreement, any advice given to Company by Client regarding services performed for the Client shall be considered a suggestion only, not an instruction. The Company has control over the time the work is performed subject to the completion schedule; is free to work for other principals; is free to hire employees to provide incidental assistance in the work; will rely on its own equipment and offices to perform the services; and has made a substantial investment in tools and/or licensing in its business for completion of the work.
The Parties each represent that they are fully authorized and empowered to enter into this Client Service Agreement, and that the performance of the obligations under this Client Service Agreement will not violate or infringe upon the rights of any third-party, or violate any Client Service Agreement between the parties and any other person, firm or organization or any law or governmental regulation.
The Parties each acknowledge and agree that this Client Service Agreement is not exclusive in any way and each is free to enter into similar contracts with similar services, so long as such contracts in no way interfere with the ability for either party to perform under this Client Service Agreement.
The Parties acknowledge and agree that they each enter this Client Service Agreement in their capacities as business owners, not as individual consumers and acknowledge and agree they may be giving up consumer rights in favor of more limited rights under this Client Service Agreement.
The Parties acknowledge and agree that each Party is individually responsible for complying with state and federal laws regarding taxation, insurance, permitting, licensing, and intellectual property, at its sole cost and expense. The Parties acknowledge and agree that they will not rely upon the other in making determinations of any kind concerning these matters, but instead will rely only upon qualified third party professionals.
TERMINATION.
Client may terminate this Client Service Agreement and discontinue the Services at any time, for any reason, by providing notice to Company in writing, subject to the refund policy in this Client Service Agreement. No portion of payments already made will be refunded. In the event of cancellation of this Client Service Agreement by Client, Client remains responsible to pay any outstanding payments due under this Client Service Agreement, including any hourly fees, outstanding payments, or otherwise through 30 days. In the event of cancellation of this Client Service Agreement by Client, Client remains responsible to pay all pre-approved expenses incurred by Company on Client’s behalf.
Company may terminate this Client Service Agreement and discontinue the Services if Company determines, in its sole discretion with no requirement for explanation, that the relationship must terminate. In that event, Client will be entitled to a pro-rated refund of half of the design fee minus any pre-approved unpaid expenses incurred by Company on Client’s behalf.
REFUND POLICY.
Company’s refund policy is as follows:
All purchases are non-refundable; because Company has committed its time to working with Client no refunds will be given.
Client understands Company’s refund policy and agrees that no refunds will be given outside of the scope of this policy.
Client further understands that if Client cannot participate in the Services, all payments are still due under this Client Service Agreement. Any chargeback or threat of chargeback made by Client will result in immediate termination of Client’s access to the Services and an additional $250 fee to Client.
INSTALLATION SERVICES
Company may provide recommendations for other installers or contractors to complete installation, but Company is not liable for any work provided by a separate entity. If Company provides white glove delivery service for products ordered, Company will assume responsibility to make sure all items are delivered and installed correctly, but ultimately is not liable for the installer service as they are a separate entity and not employed by Company. If Client accepts a delivery and signs for said delivery, Client must check for damages before signing as once delivery has been signed the install company is no longer liable for damages.
WHOLESALE PURCHASING SERVICES
Company does offer purchasing for wholesale products. If Company orders products for client, Company will assume responsibility to make sure all products are delivered properly to Client. If ordered item is broken or damaged during installation or transit, Company will ensure that a new item is either ordered or replaced. Company will source items of the best quality available for Client but is not liable for any products ordered after they are delivered.
Some wholesale products are not returnable, unless it is damaged. The Client may request to see warranty and return information anytime before the delivery is made. The warranty and return information will vary by product and cannot be adjusted after product has been ordered. Returns are not always available for every product. Company as an entity does not offer returns or warranties for products. If Client requests that a product be returned then they must abide by the return policy of the manufacturer which may include fees.
If Company provides a wholesale quote for a client, that price is valid for up to 1 month. If Client decides to purchase a quoted product after 1 month, Company will update pricing. If pricing has changed that will be the new and updated price of the product.
**Shipping timelines and product availability may be impacted due to COVID 19**
NO GUARANTEES, NO WARRANTIES.
Company cannot guarantee the outcome of interior design services and any discussion of outcome by Company are Company’s opinions only. Company makes no guarantees other than that the Services outlined in Paragraph I of this Client Service Agreement shall be provided to Client under the terms of this Client Service Agreement. Client agrees that Company cannot guarantee any results for interior design services and that Company is not responsible and Client does not have a cause of action, legal remedy or an entitlement to a refund if Client does not achieve the desired result, or if there are errors or omissions in the Services or any of its materials.
The Services are provided “as is,” and, except for the express warranties in this Client Service Agreement, are offered with no warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, merchantability, expectation of course of performance and non-infringement. Client’s participation is voluntary and Client agrees not to hold Company responsible if Client becomes dissatisfied with the Services. No advice or information given to Client by Company shall create any warranty of any kind.
Company warrants that it has full authority to enter into this Client Service Agreement and all of the Services will be performed using sound, professional practices in a competent and professional manner.
Client warrants that it has full authority to enter into this Client Service Agreement.
DISCLAIMER, FULL DISCLAIMER INCORPORATED BY
REFERENCE.
Customer understands that nothing in the Services is intended to constitute or should be relied upon as financial, business or legal advice. Client understands that Company is not an accountant firm, financial advisor firm, law firm, licensed plumber, electrician, architect, contractor, or other licensed business professional firm and is not acting as such. Nothing in the Services is intended to be a substitute for professional advice from an accountant, financial advisor, lawyer, licensed plumber, electrician, architect, contractor, or other licensed business professional. Company is providing services only in the capacity as an interior design consultant, not as a licensed business professional. Transparent Interiors does not guarantee that Client will obtain any specific results or earn any money using its recommendations.
Client has read, understands and consents to be bound by Company’s full Disclaimer, located at https://transparentinteriors.com/disclaimer-of-transparentinteriors-com, which is incorporated here by reference.
ASSUMPTION OF RISK.
Client understands that the Services may include participation in financial, business or career strategies, which include inherent risks of negative results. Client confirms that during the Services, Client will always have the opportunity to consult with an accountant, financial advisor, lawyer or other licensed business professional before acting on any Content of the Services. If Client chooses not to speak to a licensed business professional, Client assumes all risks of use or non-use of Company’s Content and agrees not to hold Company responsible for any harm, injury or other negative result.
By using any design boards, product lists, renderings, floor plans, detailed drawings, or other design related material Company produces on Clients behalf, Client accepts full responsibility for all detail contained in such design boards, product lists, renderings, floor plans, detailed drawings, or other design related material, as well as any claims made within the design boards, product lists, renderings, floor plans, detailed drawings, or other design related material.
Client agrees that it is solely responsible for the risks associated with the use or nonuse of any design boards, product lists, renderings, floor plans, detailed drawings, or other design related material produced by Company, including reliance on the accuracy, completeness or usefulness of any such design boards, product lists, renderings, floor plans, detailed drawings, or other design related material.
LIMITED LIABILITY, INDEMNIFICATION.
Client agrees that under no circumstances is Company to be held liable for any damages, whether direct or indirect, resulting from this Client Service Agreement or the Services, including injuries of lost profits, loss of use, business interruption, cost of procurement of substitute goods or services, or for any indirect, special incidental, multiple, exemplary, punitive or consequential damages however caused and whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and Company expressly excludes such liability to the fullest extent of the law.
In no event shall Company’s liability exceed the fees paid under this Client Service Agreement.
Client agrees at all times to indemnify, defend and hold Company and its team members, agents, affiliates, and other parties associated with Company, harmless from any actions, losses, damages or expenses, as well as third party claims, including attorneys’ fees and expenses, arising out of or related to this Client Service Agreement or Services.
FORCE MAJEURE.
Transparent Interiors shall not be liable for any costs or damages due to delay or nonperformance of this Client Service Agreement due to a Force Majeure, including acts of God, acts of people, government imposed restrictions and safety measures, quarantines, travel suspensions, and any other event beyond Transparent Interiors’s control, whether foreseen or unforeseen.
GOVERNANCE.
This Client Service Agreement shall be construed in accordance with, and governed by, the laws of the State of South Carolina as applied to contracts that are executed and performed entirely in South Carolina, regardless of Client’s location. The exclusive venue for any legal proceeding based on or arising out of this Client Service Agreement shall be York County, South Carolina.
DISPUTE RESOLUTION, LITIGATION EXPENSES.
Should any dispute arise between Client and Company, it would be preferable to work it out amicably, but if that is not possible, Client acknowledges and agrees that the dispute will be resolved by the American Arbitration Association, in York County County, South Carolina. Client agrees to participate in the arbitration process in good faith, and further agrees that the decision made by the Arbitrator is binding, not subject to appeal, and enforceable in any court of competent jurisdiction as a judgment of law. Client acknowledges and agrees that any Arbitration must be commenced within one year of the date of the grievance, or forfeited forever.
Client understands that the only remedy that can be awarded through Arbitration is a refund of payments made to Company. NO AWARD OF ANY CONSEQUENTIAL, PUNITIVE, SPECIAL OR ADDITIONAL DAMAGES MAY BE AWARDED TO CLIENT.
If any legal action is brought because of an alleged dispute regarding this Client Service Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in pursuing that action, in addition to any other relief to which they are entitled.
ENTIRE AGREEMENT, WAIVER, MODIFICATIONS,
SEVERABILITY, ASSIGNMENT.
Client and Company agree that this Client Service Agreement constitutes the entire agreement between them and supersedes any and all prior agreements, discussions, correspondence, understandings or proposals. Client understands that any expectation regarding the Services, which is not specifically included in this Client Service Agreement is not included in the Services.
Client agrees that no waiver of any of the provisions of this Client Service Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Client Service Agreement, nor shall any waiver constitute a continuing waiver.
Client agrees that this Client Service Agreement is not to be altered, amended, extended or considered waived in any way, except in writing, with an additional Addendum, signed by both Client and Company, or by an authorized signatory for either party.
If any term of this Client Service Agreement is found to be invalid, void, or unenforceable under applicable law, the other provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
This Client Service Agreement is not assignable, delegable, sub-licensable, or otherwise transferable.
NOTICE.
All notices, requests, demands, and other communications regarding this Client Service Agreement shall be in writing, sent via the US mail, addressed as follows:
3534 Richards Crossing
Fort Mill, SC 29708
SIGNATURES.
Client and Company agree that electronic signatures are a valid form of signature for this Client Service Agreement, and it may be executed in counterparts, in which case it will be effective on the date the final Party signs the Client Service Agreement.
Client has the opportunity to consult with an attorney and to have all questions answered by Company prior to signing this Client Service Agreement. By booking your hourly call, Client and Company agree to all of the terms of this Client Service Agreement.