Terms of Engagement

VillaChic · Ingrid Soetermans · ABN 99 610 439 554

This is the general Terms of Engagement that governs every VillaChic project. It's provided here for reference and works together with the specific Fee Proposal you receive for your project — together, they form the full agreement.

1. Engagement

These Terms of Engagement (Terms of Engagement), together with the Interior Design Fee Proposal (Proposal) (together, Agreement), exclusively govern the provision of the Services by Ingrid Soetermans ABN 99 610 439 554 t/a VillaChic (VillaChic, us, we) to the client listed in the Proposal (Client, you) for the Project listed in the Proposal (Project).
The Agreement commences on the date you agree in writing to the terms of the Proposal or give us instructions to begin the work set out in the Proposal, whichever comes earlier (Commencement Date) and continues until the parties have completed their respective obligations under the Agreement, unless the Agreement ends earlier in accordance with clause 13 (Term).
This Agreement can only be changed with the written consent of both parties, and otherwise in accordance with clause 2.4.
We may not start work on the Project (or a Phase) until the Agreement is signed and you pay, and we receive any Deposit or prepayment we request.

2. Services and Deliverables

General

The Proposal contains details of the Services and Deliverables for the Project. We will supply the Services and Deliverables in 'phase' (each a Phase).
The Out-of-Scope Services will not be supplied by us as part of the Project unless we otherwise agree in writing (and additional fees will apply).
We may engage sub-contractors to perform all or any part of our obligations under this Agreement in our discretion.

Project Dates

Where we give you proposed delivery date(s) or estimated timeframes for the Project either in the Proposal or otherwise, you acknowledge that due to a range of circumstances that may arise outside of our control, these dates are an estimate only and subject to change.

Feedback, Approval and Revisions

You agree to provide any feedback and approvals requested by us in relation to draft Deliverables by the dates reasonably required by us. Where you fail to do so, we may suspend the Services or cancel the Project by written notice. We are not liable to you for any Loss or Claim suffered by you as a result.
Where we request you to provide feedback and approvals to draft Deliverables, we will prepare the Included Revisions listed in the Proposal without additional charge.
Included Revisions extend to minor, reasonable changes only (determined in our discretion) and not to substantial redrafting or reworking of the drafts.
Revisions which are not 'Included Revisions' will be charged by the hour in accordance with our Rate Card.

Variations

If you wish to change the Services and Deliverables listed in the Proposal (Variations):

You must make your request to us in writing;
We will notify you by email if we can accommodate the Variations request and advise you of any further service fees (which will be charged by the hour in accordance with our Rate Card, unless otherwise stated), additional third-party costs, adjusted delivery times and other relevant terms (Varied Terms);
We will not commence work on any Variations unless you have agreed to the Varied Terms in writing; and
You agree that if Variations are requested, our Services and the provision of Deliverables may be delayed.

Deliverables

We will provide you with the final versions of the Deliverables (Final Deliverables) which can be used by you strictly in accordance with clause 7.2(a).
All Deliverables (including Final Deliverables) are supplied in a non-editable PDF format. We do not provide editable versions of the Deliverables unless otherwise agreed in writing.

3. Consultants & Suppliers

Consultants

We may need to co-ordinate with other consultants on the Project including project managers, architects, engineers and builders (Consultants).
You are required to engage Consultants for the Project (not us).
We are never liable for the services of Consultants in relation to the Project and you agree that we are entitled to rely on work delivered by Consultants for the Project.

Suppliers

We may need to engage with suppliers of goods and services in relation to the Project including joiners, trades, furniture wholesalers and retailers (Suppliers).
When we need to deal with Suppliers in relation to the Project, we may elect in our discretion to: (a) enter into contracts directly with Suppliers; (b) enter into contracts with Suppliers on your behalf as your duly authorised agent; and/or (c) require you to enter into contracts with Suppliers directly with the relevant Supplier. All contracts listed under this clause will be referred to as Supplier Contracts.
If we enter into Supplier Contracts directly with the relevant Supplier, to the extent permitted by law, and subject to clause 10, we are not responsible or liable for the Suppliers' goods and services and you release us from any such responsibility and liability.
If we require you to enter into Supplier Contracts directly with the relevant Supplier: we may enter into the Supplier Contract on your behalf as your duly authorised agent provided you have pre-approved the contract; you are ultimately responsible for ensuring you are comfortable with the terms, entering into the contract and for paying the Supplier's applicable charges; and we are not responsible or liable for the Suppliers' goods and services, nor for payment of Supplier costs, and you release us from any such responsibility and liability.
Where a Supplier provides a trade discount in relation to a Supplier Contract or otherwise in relation to the Project, we may disclose and pass on the whole or part of the discount in our discretion (but are not obliged to).
If you encounter any defects or other issues with any Supplier goods or services and would like our assistance dealing with the relevant Supplier, we reserve the right to charge for our time to do so according to our Rate Card.

4. Sourcing of Products

Where you engage us to source and style products for the Project (Products), the following terms apply:

You are required to enter Supplier Contracts for the Products unless we otherwise agree in writing;
We may enter into the Supplier Contract on your behalf as your duly authorised agent provided you have pre-approved the contract;
Our ability to source Products is subject to the availability of those Products and this is outside our control;
The prices of Products can change, and this is outside our control;
Where Products become unavailable, or the price of a Product increases, we will seek your approval to replace the Product with an alternative or to accept the increased price; and
If you wish to return Products, or you encounter any defects or other issues with any Supplier goods or services and would like our assistance dealing with the relevant Supplier, we reserve the right to charge for our time to do so according to our Rate Card.

5. Client Obligations

In relation to the Project, you agree to:

Ensure the Contact Person listed under Client in the Proposal has authority to provide timely and complete instructions in relation to the Project and does so;
Supply us with any information, documentation, measurements, plans, floorplans, images, site access, feedback, approvals, facilities and assistance that we need from time to time, in the format we require and by the dates we require (Client Materials);
Follow the terms of this Agreement and pay all invoices on time; and
Be collaborative, easily contactable, open and considerate in your dealings with us, our representatives and Suppliers.

Unless we agree in writing to obtain a Required Permission, you agree that you are responsible for obtaining any permissions, approvals, licences or other such things necessary from any relevant authority, body, person or other entity (including any relevant strata corporate, body corporate, council or landlord of the Project Address), in order for us to perform the Services and provide the Deliverables (Required Permission), and we reserve the right to assume that any Required Permission has been obtained by you. If you have not obtained the Required Permission, you are responsible for any Loss or Claim that arises as a result.

If you are not able to follow your obligations above, you acknowledge that the Services may be delayed or negatively impacted. You agree that you (not us) are responsible for the budget and financial management of the Project. At the end of the Term, you acknowledge that we are not required to return the Client Materials, unless you request so in writing within 30 days after the Term ends.

6. Fees and Payment Terms

In consideration for the Services, you agree to pay the Fees set out in the Proposal (Project Costs). Project Costs are subject to change in accordance with the terms of this Agreement.
The Proposal sets out certain Additional Charges not included in the Project Costs (Additional Charges) which, subject to your prior approval, must be paid in addition to the Project Costs.
We will issue you with invoices for the Project Costs and Additional Charges in accordance with the Payment Schedule set out in the Proposal, which may include payment of a Deposit (Deposit).
Unless we otherwise agree in writing in the Payment Schedule of the Proposal, you agree to pay all invoices issued under this Agreement within 7 days of the date they were issued.
You agree to pay all payments due under this Agreement into our nominated bank account set out on our invoices.
Project Costs and Additional Charges are exclusive of GST unless stated. You agree to pay GST on top of amounts charged to you under this Agreement, where validly stated on our invoice.
You agree that 'time is of the essence' when making payments under this Agreement.
We reserve the right to charge Interest on any and all overdue payments under this Agreement and to refer any debts to a debt collector or solicitor. All costs incurred by us in doing so will be payable by you.
If any invoice is outstanding by more than 30 days, we may suspend the Services or cancel the Project by written notice.
We reserve the right to increase the rates listed in the Rate Card, and you agree to pay any hourly rate charges in accordance with any updated rate.

7. Intellectual Property and Credit

General

You give us a licence to use the Client Materials (including any IP included in the Client Materials) for the purpose of performing our obligations under this Agreement. You confirm that our use of the Client Materials will not infringe any third party rights.
The rights in all IP in connection with the provision of the Services including the draft Deliverables and Final Deliverables (the Developed IP), as well as modifications of the Developed IP, will automatically upon creation vest in and become our exclusive property throughout the world in perpetuity.

Use of Our IP

We grant you a non-exclusive and non-transferable licence to use the IP in the Final Deliverables supplied to you for each Phase (Final Developed IP) on the basis that you only use the Final Developed IP for the Approved Purpose listed in the Proposal (the Licence). You agree that any use of the Final Developed IP other than for the Approved Purpose is not permitted, including using it for other addresses, sites, locations or projects, unless we expressly agree in writing (additional fees may apply).
You agree that any modifications to the Developed IP must be made by us unless we otherwise agree in writing.
Nothing in this Agreement transfers any rights in and to our IP to you. If we incorporate any of our IP into the Final Developed IP, we give you a non-exclusive licence to use the IP for the limited purpose of you being able to use the Final Developed IP as above.

8. Promotion, Marketing and Credit

As a condition of us entering into this Agreement and providing the Services, you agree:

To give us all necessary licences and consents to use the Final Developed IP and to take and use photographs and videos of the Project, for our self-promotional, marketing or demonstrative purpose (including in awards, pitches, on our social media pages and website, and more);
If you are a business and engaging us for a commercial project, you consent to us using your business name and logo as part of any published client list on our social media, website or otherwise; and
We can put a sign at the Project Address to promote our business during the Project.

Despite our rights above, we appreciate that you may wish to retain a level of privacy in relation to the Project. If you have any concerns about elements of the Project being photographed, recorded or otherwise used by us, please contact us to discuss and we will work with you to alleviate any concerns and to maintain your privacy.

You agree to provide the Credit in the Proposal, if you use the Project or Final Developed IP (or photographs or videos of it) for any publicity or promotional purposes, or where it is filmed, photographed or otherwise used for publication in a magazine, journal, book, television program, advertisement, movie, broadcast, website, social media page or platform, or similar publication. Where applicable, the Credit must be prominently displayed on any applicable publicity materials for the Project. With your written consent, you agree that we may use any promotional materials commissioned by you in relation to the Project for our self-promotional purposes.

9. Recommendations

We may provide advice, recommendations and opinions to you in relation to the Project (Recommendation). Recommendations are provided in our professional opinion as interior designers but are not intended to be formal guarantees or warranties and should not be relied on by you. You must ensure that you carry out your own due diligence after receiving any Recommendation. Subject to clause 10(a) and to the extent permitted by law, we are not liable for any Loss you might sustain as a result of any Recommendation.

10. Australian Consumer Law

Nothing in this Agreement restricts, limits or excludes any rights you may have under the Australian Consumer Law or any other law. If you acquire any goods or services under this Agreement as a Consumer, they will be supplied in accordance with any applicable Consumer Guarantees. Otherwise, to the full extent permitted by law, we exclude any warranty or condition in relation to goods and services supplied under this Agreement, which would otherwise be implied, including that they will be suitable or fit for any particular purpose.

11. Client Acknowledgements

You acknowledge and agree the following:

It is your responsibility to provide us with Client Materials;
Unless we otherwise expressly specify in writing, any drawings, measurements or specifications we provide in the Developed IP or Final Developed IP, including Custom Products, are conceptual drawings and specifications only, created for 'design intent'; are not technical measurements or specifications and should not be relied upon for architectural or engineering purposes, or for building, construction, manufacture, fabrication or installation, unless we expressly state in writing that they can be relied upon for such purposes; and are subject to onsite measurements and to be verified by relevant, qualified professionals prior to building, construction, manufacture, fabrication or installation;
Product manuals and specification sheets should be referred to for Product specifications;
Natural materials (including natural stone, raw cut timber, wood grains and more) used in the Project may change in appearance or dimension following exposure to use or climatic conditions, and this is normal; may vary, and the Product purchased may not be the exact Product received unless otherwise specified; and Products purchased online may differ in person based on lighting, location and the screen the item is viewed on;
We are not responsible for the function, installation or maintenance of any goods or services supplied by Suppliers in connection with the Project. Unless otherwise stated in this Agreement, in the event of any problem with such goods or services, you acknowledge and agree that any recourse by you shall be solely against the relevant Supplier and not against us.

12. Liability and Indemnity

Subject to clause 10(a) and to the extent permitted by law, our liability to you for any Loss or Claim suffered by you in respect of any services supplied to you under this Agreement, including in respect of any failure to comply with any Consumer Guarantees, is limited to (at our election) resupplying the Services again or paying the cost of having the Services supplied again.
Subject to clause 10(a), we are not liable for any Loss you may suffer in relation to the Services or this Agreement, where the Services are restricted or impacted by a Force Majeure Event. You are not liable for any Loss we suffer in relation to this Agreement, where your ability to perform your obligations is impacted by a Force Majeure Event.
Neither party is liable to the other party for any kind of Consequential Loss arising out of or in connection with this Agreement.

13. Cancellation and Ending the Agreement

The Proposal may be cancelled: by us for convenience; by us with written notice, where our Services and ability to complete the Project are impacted by a Force Majeure Event; by us under clause 2.3(b) or clause 6(i); by you with written notice for 'change of mind', whereby you agree to pay the Administration Fee if requested by us in our discretion; or by either party (Terminating Party) with written notice if the other party (Breaching Party) materially breaches this Agreement and this cannot be fixed, or is not fixed within 14 days of written notice.

Subject to clause 10(a), if the Proposal is cancelled before completion of a Phase due to Force Majeure: we will provide a refund on any Fees paid for Services not delivered for that Phase; and you may engage another interior designer or professional to use the Final Developed IP supplied by us to complete the Project.

Subject to clause 10(a), if the Proposal is cancelled before completion of a Phase for any other reason: unless required by law, we reserve the right to retain the Deposit; you must pay any outstanding portion of Total Costs for Services carried out up to the date of cancellation, as well as any other non-refundable costs we have incurred; if terminated for 'change of mind', you agree to pay an Administration Fee if required by us; and we are entitled to revoke the Licence for you to use the Final Developed IP by written notice.

If the Proposal is cancelled, this Agreement will terminate.

14. General

Capitalised words may be defined in the Definitions section, the body of these Terms of Engagement, or in the attached Proposal.
This Agreement forms the entire agreement between the parties as to its subject matter.
This Agreement will be governed by the laws of South Australia, Australia. The parties agree that the courts of South Australia, Australia (or where applicable, the Federal Court of Australia) will have exclusive jurisdiction of this Agreement.
Unless expressly permitted in this Agreement, you must not assign or novate your rights and obligations under this Agreement to another person without our prior written consent.
Any formal communication required under this Agreement must be in writing (email to suffice, except for any breach notices which must be hand delivered or sent by registered post).
Each party agrees that it will not disclose the Confidential Information of the other party acquired in relation to this Agreement, including our pricing, without the party's consent, except that it may be disclosed to a party's representatives on a 'need to know' basis, to a party's professional advisors and as required by law.
If the whole or any part of this Agreement is void, unenforceable or illegal, it will be severed, and the remainder of this Agreement will continue in full.
The following clauses will survive the conclusion of this Agreement: 5, 7, 8, 9, 10, 11, 12, 13(b), 13(c) and 14.

Definitions and Interpretation

Administration Fee means a charge of up to 30% of the balance of unpaid Fees that would have otherwise been charged to you if the Project was not cancelled (such charge which is a genuine pre-estimate of Loss suffered by us in relation to the cancellation of the Project and covers Loss relating to, among other things, the rescheduling of resources, cancelling suppliers, loss of income and bringing forward other clients' projects).

Australian Consumer Law means Competition and Consumer Act 2010 (Cth) Schedule 2.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.

Confidential Information means any information belonging to or relating to a party to this Agreement howsoever acquired that is marked confidential or is by its nature confidential, including trade secrets, Intellectual Property, know-how, business and financial data, policies, plans, databases, client lists and reports, but does not include information which is or becomes generally available in the public domain (other than through breach of this Agreement or an obligation of confidence).

Consequential Loss means special, incidental, indirect or consequential damages, loss of revenue, anticipated savings, profits, goodwill, reputation, interest or business.

Consumer has the same definition as in the Australian Consumer Law. Consumer Guarantees means the consumer guarantees specified in the Australian Consumer Law.

Force Majeure Event means an act of god, war, natural disaster, pandemic, global financial crisis, financial crisis, injury or illness of our employees, contractors or officers, death in the family, government shutdown or similar restrictions, hacking, viruses, internet connectivity issues, power outages, operational changes to our business, as well as other causes not reasonably within the control of the party affected.

Intellectual Property (IP) means all rights in relation to trade marks, copyright, patentable inventions and designs, whether existing now or in the future, and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, techniques and confidential information.

Interest means interest at the rate of 2% above the cash rate set down from time to time by the Reserve Bank of Australia, such interest which is capitalised monthly.

Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs.

Rate Card means our schedule of hourly rates and charges, as published from time to time, which at the time of the Commencement Date is set out in the Proposal.

In this Agreement, unless expressly stated: a word importing the singular includes the plural and vice versa; a word importing a gender includes other genders; a law is a reference to that law as amended, consolidated or replaced; this Agreement includes all schedules and attachments to it; a party to this Agreement includes its agents, personal representatives, successors and permitted assigns; a person includes a natural person, partnership, joint venture, corporation, trust, governmental agency, association or other body corporate; a time is a reference to the time in the State or Territory of the jurisdiction that governs this Agreement; $ is a reference to Australian dollars unless otherwise expressly stated; and the words 'such as' or 'including' are not used as words of limitation.

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