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CLIENT TERMS OF ENGAGEMENT
These Client Terms of Engagement form part of the agreement between Orno Interiors Pty Ltd (ABN XX XXX XXX XXX) trading as Sherwood Design ("Sherwood Design", "we", "our" or "us") and the Client ("you" or "your") for the provision of professional interior design services. These Client Terms of Engagement form part of the agreement between Sherwood Design and the Client for the provision of professional interior design services. Together with the Proposal, Appendix A (Project Scope), any approved Variation Proposals and documents expressly incorporated by reference, these Client Terms of Engagement establish the responsibilities of both parties and provide the framework for the successful delivery of the Project.
1. INTRODUCTION
Purpose
Sherwood Design is committed to providing a professional, collaborative and enjoyable design experience. These Client Terms of Engagement have been prepared to clearly explain how we work together, how decisions are made throughout the Project and the responsibilities of both Sherwood Design and the Client. By accepting the Proposal, the Client agrees to these Client Terms of Engagement.
2. APPOINTMENT
Upon acceptance of the Proposal and payment of the applicable Stage Fee, the Client appoints Orno Interiors Pty Ltd trading as Sherwood Design ("Sherwood Design") to provide the professional interior design services described within the Proposal and Appendix A (Project Scope). Sherwood Design will exercise reasonable skill, care and diligence in providing those services in accordance with accepted professional standards. Unless expressly stated within the Proposal, Sherwood Design is not engaged to provide architectural, engineering, building surveying, quantity surveying, structural, hydraulic, electrical, certification or other specialist consulting services. Where specialist consultants are required, Sherwood Design may recommend appropriately qualified consultants; however, those consultants are engaged directly by the Client unless otherwise agreed in writing.
3. SCOPE OF SERVICES
Purpose
Every project is unique. The Proposal and Appendix A have been prepared specifically for the Client's Project and define the professional services included within the Design Fee.
Included Services
Sherwood Design will provide the professional services described within the Proposal; Appendix A (Project Scope); any approved Variation Proposal. The Design Fee has been calculated having regard to the agreed Scope of Works, project complexity and the professional services reasonably required to successfully deliver the Project.
Services Not Included
Unless expressly included within the Proposal, the Design Fee does not include:
- architectural services;
- engineering services;
- building surveying or certification;
- quantity surveying;
- statutory approvals;
- consultant fees;
- construction works;
- trade services;
- furniture, lighting or product purchases;
- freight and delivery;
- installation costs;
- builder or contractor costs;
- third-party supplier charges.
These items will be quoted or engaged separately where required.
Project Management
Where Project Management services are included within the Proposal, Sherwood Design will act as the design representative throughout the implementation of the Project in accordance with the agreed Scope of Works.
Depending on the Project, Project Management services may include:
- coordinating with builders, trades, consultants and suppliers;
- attending site meetings and inspections;
- responding to design-related queries and providing design clarification during construction;
- coordinating procurement, deliveries and installations;
- monitoring the implementation of the approved design intent;
- assisting with the resolution of supplier, delivery and installation issues relating to products procured through Sherwood Design;
- and overseeing the final installation and styling of the Project.
Project Management services do not include supervision of building works, construction management, certification of works, quality control of trades, workplace health and safety responsibilities, or responsibility for the performance of third-party contractors or suppliers. Where additional professional services are required outside the agreed Scope of Works, Sherwood Design may issue a Variation Proposal or charge for the additional services at the applicable hourly rate, as outlined in the Proposal. Where Project Management has not been included within the Proposal, these services may be provided under a separate agreement or as an approved Variation.
4. DESIGN PROCESS & STAGE APPROVALS
Purpose
Sherwood Design follows a structured design process to ensure each Project progresses efficiently from concept through to completion.Each stage builds upon the previous one and provides an opportunity for the Client to review, refine and approve the work before moving to the next stage.
Stage Approvals
At the completion of each project stage, Sherwood Design will invite the Client to review the work completed. Once approved in writing, Sherwood Design will commence the following stage.
Approval confirms that:
- the work completed during that stage reflects the agreed design direction;
- the Client authorises Sherwood Design to proceed with the next stage;
- the applicable Stage Fee has become earned in accordance with the Proposal.
Changes Following Approval
Once a stage has been approved, Sherwood Design will proceed on the basis that the design direction for that stage has been accepted. Requests made after approval that materially alter the approved design or expand the agreed Scope of Works may constitute a Variation and may result in additional fees and adjustments to the project programme.
5. CLIENT RESPONSIBILITIES
Purpose
Successful projects rely upon collaboration, timely communication and shared decision-making. Sherwood Design will guide the Client throughout the Project; however, the timely delivery of the Project also depends upon the Client meeting the responsibilities outlined below.
The Client agrees to:
- provide accurate and complete information relevant to the Project;
- provide consolidated feedback from all decision-makers wherever reasonably practicable;
- review presentations, drawings, schedules and quotations within reasonable timeframes;
- provide approvals and instructions when requested;
- promptly advise Sherwood Design of any changes to the project brief, programme or budget;
- provide reasonable site access where required;
- engage specialist consultants where required;
- promptly notify Sherwood Design of any matter that may affect the Project.
Where delays arise due to the Client's failure to provide information, approvals, payments or access within reasonable timeframes, Sherwood Design may revise the project programme and, where appropriate, issue a Variation Proposal for any additional professional services required.
6. DESIGN REFINEMENTS
Purpose
Sherwood Design recognises that refinement is an important and valuable part of the design process. These provisions explain how design refinements are managed to ensure the Project progresses efficiently whilst allowing flexibility throughout the design journey.
Included Design Refinements
The Design Fee includes the refinement opportunities outlined within the Proposal for the relevant project stage. A design refinement is intended to further develop the agreed design direction and may include reasonable adjustments to:
- finishes, materials and colour palettes;
- furniture, lighting and product selections;
- layouts and spatial planning;
- cabinetry details;
- styling and decorative elements;
- other design details that remain consistent with the approved design direction.
Changes in Design Direction
A design refinement does not include a material change to the approved design direction or Project brief.
Examples of a material change may include:
- adopting a substantially different interior design style or aesthetic;
- redesigning spaces that have already been approved;
- introducing significant new project requirements;
- requesting alternative design concepts or additional design schemes;
- expanding the agreed Scope of Works.
Where Sherwood Design considers a request to constitute a material change in design direction, the additional work may be treated as a Variation. Sherwood Design will discuss the proposed change with the Client before undertaking any additional services.
7. VARIATIONS
Purpose
Whilst every effort is made to establish a comprehensive Scope of Works at the commencement of the Project, circumstances may arise where additional professional services are required. This section explains how changes to the Project are managed.
What is a Variation?
A Variation may arise where:
- the agreed Scope of Works is expanded;
- the Client requests additional services not included within the Proposal;
- approved design work is revisited or materially altered;
- additional meetings, presentations, documentation or site visits are requested beyond those included within the Proposal;
- changes by consultants, contractors or statutory authorities require additional design work;
- unforeseen Project circumstances require additional professional involvement.
Variation Process
Where Sherwood Design considers additional professional services are required, the Client will be advised as soon as reasonably practicable.
Where appropriate, Sherwood Design will provide a Variation Proposal outlining:
- the additional Scope of Works;
- any additional Design Fee;
- any adjustment to the Project programme.
Variation work will not commence until the Client has approved the Variation Proposal, except where immediate action is reasonably required to protect the Project or where the Client has otherwise instructed Sherwood Design to proceed.
8. FEES & PAYMENT
Purpose
Sherwood Design's Design Fee is structured around key project milestones, allowing each stage to be completed, reviewed and approved before progressing to the next stage.
Stage Fees
The Design Fee and Payment Schedule are outlined within the Proposal. Each Stage Fee is payable prior to commencement of the relevant project stage. Once a project stage has commenced, the applicable Stage Fee becomes earned and is non-refundable. Each Stage Fee secures Sherwood Design's professional time, project scheduling, creative development and associated business resources. Accordingly, where a project stage has commenced, the applicable Stage Fee remains payable irrespective of whether the Client subsequently elects not to proceed with the Project.
Variations
Approved Variations will be invoiced separately and are payable in accordance with the relevant invoice terms.
Procurement Invoices
Invoices for furniture, lighting, custom cabinetry, window treatments and other design selections must be paid in full before orders are placed with suppliers unless otherwise agreed in writing.
Late Payment
Where an invoice remains unpaid after its due date, Sherwood Design reserves the right to:
- suspend professional services;
- postpone meetings or site visits;
- withhold procurement activities;
- withhold documentation not yet issued;
- revise the Project programme.
Professional services will recommence once outstanding amounts have been paid or alternative arrangements have been agreed in writing.
GST
Unless otherwise stated, all fees and charges are exclusive of GST. GST will be applied in accordance with applicable Australian taxation legislation.Invoices for furniture, lighting, custom cabinetry, window treatments and other design selections must be paid in full before orders are placed with suppliers unless otherwise agreed in writing.
9. PROCUREMENT, ORDERING & SUPPLIER PRODUCTS
Purpose
Sherwood Design offers procurement as a professional service to simplify the purchasing, coordination and delivery of approved design selections. This section explains how procurement is managed throughout the Project.
Procurement Services
Where requested, Sherwood Design will coordinate the procurement of approved furniture, lighting, custom cabinetry, window treatments, artwork, accessories and other design selections on the Client's behalf.
Sherwood Design may:
- obtain supplier quotations;
- coordinate orders with suppliers;
- monitor manufacturing progress;
- coordinate deliveries and installations;
- liaise with suppliers regarding warranty or product issues.
Sherwood Design acts as procurement coordinator and does not manufacture products supplied by third parties.
Supplier Quotations
Supplier quotations are generally valid only for the period specified by the supplier.Pricing, product availability, specifications and lead times remain subject to change until an order has been accepted by the supplier.Sherwood Design will make reasonable efforts to notify the Client of any material changes before proceeding.
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