These Terms and Conditions apply to all Services provided by us, LAURA D. DESIGN LLC, a California limited liability company.
(referred to as “we/us/our”).
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Contract” means the contract formed between you and us, as detailed in Section 2;
“Client/You/Your” means you, the firm or corporate body purchasing the Services;
“Proposal” means our estimate for providing the interior design Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works. This may be by way of a formal fee proposal or an email confirmation; and
“Services” means the interior design services to be provided by us to you as detailed in our Proposal.
Each reference in these Terms and Conditions to:
1.1.1 “writing” and “written” includes emails;
1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.1.4 a clause is a reference to a clause of these Terms and Conditions; and
1.1.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2. How the Contract is Formed
2.1 These Terms and Conditions govern the sale of all Services provided by us and will form the basis of the Contract between you and us.
2.2 Following our initial consultation, we will provide you with a Proposal for the Services you have requested. This will be based on the materials given by you at this initial consultation. All details of the project or any relevant information must be given to us fully and to the best of your knowledge. A legally binding Contract between you and us will be created when you accept our Proposal. No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.3 Any Proposal we may send is based on the information provided us at the time we prepare it. If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.
3. Interior Design Services
3.1 Our Services, and any guidance we provide, will be from an interior design perspective only; you must obtain specialist advice from architects, structural engineers or other specialist contractors or trades where applicable. You will be responsible for making arrangements and paying such specialists directly and they will be liable to you directly for their actions or inactions.
3.2 We will provide you with a number of designs which will need to be approved by you in writing. We will accommodate a maximum of two revisions to your chosen design unless otherwise agreed in the Proposal. Any further alterations, any changes to our designs, any changes required after you have approved the design, works required outside of our normal working hours (Monday to Friday, 8am – 5pm excluding bank holidays) or any additional visits required above the allowance included in our Proposal will be chargeable at our hourly rate applicable at the time.
3.3 If you require any additional services after accepting our Proposal, we will provide you with a further Proposal, which must be accepted by you in writing before we will proceed.
3.4 We may provide sketches or impressions before or during the provision of the Services. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the works to be provided, nor to guarantee specific results and is not to be used for construction purposes unless specifically issued as such.
3.5 It is your responsibility to check all dimensions and measurements set out in any plans we provide and it is the builder or contractor’s responsibility to report any discrepancies to us prior to any construction or building work starting.
3.6 If we are asked to provide lighting, heating, flooring or other plans, we will produce these as guidance only from a design point of view. It will be the relevant contractor’s responsibility to ensure the work from the plans we have created is safe and practical. Such contractor will enter into a contract with you directly and all terms and conditions will be between you and such contractor.
3.7 We will provide our designs and plans digitally and have included for this in our Proposal. If you require printed materials, we will charge for our costs in providing these.
3.8 We may provide suggestions for products or other services to be provided as part of your project. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs. A separate contractual relationship will be created between you and the supplier, under separate terms and conditions. You will be responsible for making arrangements and paying the supplier directly and they will be liable to you directly for their actions or inactions.
3.9 We may agree to coordinate the ordering of products for your design. We cannot be held responsible for arranging repairs, replacements, returns or freight claims for purchases you have made. We strive to select furniture and accessories and brands with good reputations; however, we will not be held responsible for the quality of any furniture or accessory that we select or propose. To the extent we coordinate ordering products on your behalf, you will be responsible paying us for such products in accordance with the terms and conditions set forth in the Proposal.
3.10 If we agree to meet with you, we reserve the right to charge for our mileage and travelling time. We require a minimum of 48 hours’ notice if the agreed meeting date or time is to be changed. If we receive less than 48 hours’ notice, we reserve the right to charge for any costs incurred by us.
3.11 Any timelines we provide are for guidance only and are not of the essence of the Contract.
4. E-Design Services
4.1 E-Design services are an online decorating consultation service only. All recommendations are regarded as suggestions to improve the aesthetic of your space and are not intended for construction services.
4.2 You are responsible for confirming the accuracy and completeness of any information that is provided.
4.3 Floor plan measurements and details are for illustration purposes only, and as such, the floor plan or any related materials that illustrate the arrangement or placement of recommended items is intended to be used solely as a rough sketch in order to demonstrate the suggested placement or arrangement of recommended items.
4.4 All objects depicted in floor plans or any related materials that illustrate the arrangement or placement of recommended items will be chosen as an “approximate match” to represent those pieces that have been noted in the shopping lists. Colors, sizes and other details may not be exact.
4.5 You agree to correspond strictly through online communication using email and allocated, previously arranged calls in 15 minute blocks up to a maximum of 4 hours, unless otherwise agreed in writing. You agree to pay our hourly rate for unscheduled phone calls, and texts not previously agreed or above the 4 hours.
4.6 We will not be responsible for the means, methods or procedures of the construction, fabrication, delivery & installation, or safety precautions in connections with the e-design project.
4.7 In the event that you have a space that is a combination-use room (i.e. living room/dining room combination), payment will be for the number of spaces combined, unless otherwise agreed in writing.
4.8 Two design revisions are included in every e-design package. Additional revisions beyond those included are available at additional cost at our standard hourly rates unless otherwise agreed in the Proposal.
4.9 We cannot guarantee the prices or long-term availability of merchandise listed in your product shopping list.
4.10 We cannot be held responsible for arranging repairs, replacement or freight claims for purchases made in conjunction with recommendations for your e-design project.
4.11 We shall have the right to document the project notes, boards and photos, which may be used for portfolio, blog, social media, public display and similar publicity purposes. Your first name and location may be used in connection with the documentation unless specified to the contrary. All documentation used on our behalf shall be paid by us. In addition, if you apply the tips and suggestions given and document these changes, we must be given credit as the consultant for the project if your documentation is released to the public.
5. Price and Payment
5.1 Unless otherwise provided in the Proposal, our standard payment terms are as follows:
5.1.1 50% of the quoted fee is payable as a deposit once our Proposal is accepted. We will be unable to commence the works until this deposit has been paid in full;
5.1.2 Unless otherwise agreed in the Proposal, the remaining quoted fee (if any) shall be payable no later than 60 days following your acceptance of the Proposal.
5.2 We reserve the right to issue additional progress invoices and the final invoice at any time, if the Services are delayed through no fault of our own. We also reserve the right to request 100% of the quoted fee up front at our sole discretion and will specify this in the Proposal where applicable.
5.3 The Services will be deemed complete, and the final invoice will be issued, once our design has been provided. We may include for additional advice and support for a maximum of 2 weeks after we have issued the final documents and if this is the case, we will set this out our Proposal. If you require further support, this will be chargeable at our standard hourly rate.
5.4 Unless otherwise agreed, our hourly rates are as found on the Proposal.
5.5 Unless otherwise stated in the Proposal, all quoted prices shall be net of any and all domestic or foreign taxes, charges or other assessments of any kind of any government authority, regardless of whether such taxes, charges, or assessments are levied against us, you, or any other person.
5.6 All invoices are payable immediately or within 7 calendar days from the date of invoice, without set-off, withholding or deduction.
5.7 If you do not make payment to us by the due date, we will stop providing our Services and will charge you interest on the overdue sum at the rate of 12% per annum. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, both before or after judgment. This will not apply if you have promptly contacted us to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.
5.8 Should the works be delayed or postponed for a period of 6 months or more in any one stage, through no fault of our own, we reserve the right to review and amend our fees and will notify you of this.
5.9 We will be working with the client’s budget. On occasion, freight and delivery charges are not known until the end of the lead-time. Prices of furnishings and other products are subject to change. We cannot be held liable for additional or unforeseen costs.
5.10 Delays due to contractors/builders or site delays while we are undertaking a project management role cannot be claimed against us.
6.1 Either party may terminate the Contract for cause if (a) the other party breaches any material provision of the Contract or these Terms and Conditions, or repeatedly breaches any provision of the Contract or these Terms and Conditions and fails to cure such remedy within 10 days of receiving written notice from the terminating party specifying in reasonable detail the nature of such breach; or (b) the other party generally fails to pay its debts as they become due, admit in writing its inability to pay its debts generally, makes a general assignment for the benefit of creditors or any bankruptcy or similar debt relief proceedings are instituted by or against the other party or the other party takes any corporate action to authorize the actions set forth in this clause 6. Either party may terminate the Contract if a court of competent jurisdiction (or other administrative body empowered to issue such orders) issues a final order or judgment holding that the Contract or the Services offered therein are in violation of law. Any termination pursuant to this clause will be deemed effective upon the terminating party providing the other party with written notice of such termination in accordance with the notice provisions of the Contract.
6.2 In the event of termination by us, we will be compensated for the Services provided prior to termination as well as any applicable reimbursements.
6.3 Any termination will not affect your obligations to us under the Contract or these Terms and Conditions, including but not limited to, indemnification and limitation of liability, which are intended to survive such termination.
7. Our Liability
7.1 To the maximum extent permitted by applicable law, in no event shall we or any of our members, managers, officers, employees, or agents be liable to you for any lost or imputed profits or any indirect, incidental, consequential, special, reliance, or punitive damages. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you for the Services.
7.2 We will use our own exclusive judgement when deciding upon artistic factors required for the provision of the Services. We will not accept liability, and no refunds will be offered, in the unlikely event that you are dissatisfied due to a matter of personal taste.
7.3 We may provide referrals or recommendations to other companies. Please be aware that we may receive commission payments from these companies. However, the decision regarding their suitability rests with you and we accept no liability for their actions or lack of actions.
7.4 We cannot be held responsible for issues or defects in our Services where we have relied on information provided by you or other companies instructed by you.
7.5 In connection with the Contract and the Services, you agree to indemnify, defend and hold us, our affiliates, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, cost and expenses (including reasonable attorneys’ fees, accounting fees and/or other professional fees), arising in any way out of or in connection with (a) your use of the Services or (b) your breach of the Contract or these Terms and Conditions. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
7.6 THE SERVICES AND ALL OF OUR CONTENT, PRODUCTS AND MATERIALS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, INCLUDING IN CONNECTION WITH ANY THIRD PARTIES, ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORMED AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES ARE HEREBY DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS THROUGH THE USE OF THE SERVICES.
8. Intellectual Property Rights
8.1 We own (and retain) all intellectual property rights subsisting in any and all designs we create and all content on our website.
8.2 Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you. The licence will become effective once the final design is provided. You may not sub-licence these intellectual property rights without our prior written permission.
8.3 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
8.4 Any licence granted shall be automatically revoked if you breach any of these terms and conditions or if the Contract is cancelled in accordance with clauses 7, 8 or 9.
8.5 The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.
8.6 We will issue designs in our standard, non-editable format only. If you require CAD or other information which could be manipulated by others, please inform us in advance. We will only issue these at our sole discretion and subject to the acceptance of our Professional Indemnity insurers and this will be chargeable (typically at the remaining fee for the total project phase).
8.7 You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.
8.8 We reserve the right to use any design created by us and take photographs of the property for our own promotional purposes. Please advise us when accepting our Proposal if you do not agree to this.
9. Events Outside of Our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action, epidemic or other natural disaster, or any other event that is beyond our control.
10. Other Important Terms
10.1 We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
10.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
10.3 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
10.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions and the remainder will be valid and enforceable.
10.5 No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
11. Governing Law and Jurisdiction
11.1 These Terms and Conditions (and the Contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of the state of California (notwithstanding the state’s conflict of laws provisions). All legal and equitable actions shall be submitted to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of California.