This letter, including all of the schedules referenced in this letter (our “Agreement”) confirms our understanding concerning the interior design services to be rendered by our firm yZiGN (the “Designer” or “us”) with respect to your residence (the “Project”).
Preliminary Project information is set forth in Schedule A – “Preliminary Project Information”.
The Design Services to be provided by us are described in the following Schedules:
Schedule B – “Design Concept Services”
Schedule C – “Selection of Merchandise”
Schedule D – “Purchasing Services”
Schedule E – “Project Administration Services”
Our fees for providing these Design Services are set forth in Schedule F – “Designer Compensation”. All Merchandise and Decorative Installations sold by or through us are subject to “Schedule G – Terms and Conditions of Sale”.
Rights to terminate this Agreement are set forth in Schedule H – “Termination Rights”.
Any dispute between us arising out of or relating to this Agreement shall be resolved in accordance with the provisions set forth in Schedule I – “Claims and Disputes”.
ADDITIONAL TERMS AND CONDITIONS
Schedule J – “Additional Terms and Conditions” contains additional terms and conditions of this Agreement.
We thank you for the confidence you have placed in us and ask that you confirm the foregoing by accepting this Agreement for such purpose together with a payment in the sum of the following depending on your package:
1. Five thousand ($5000) dollars representing the required initial payment to be made to us under this Agreement for our Full Service package. 50% of this payment will be applied towards your first invoice and the second 50% will be applied towards your last invoice.
2. Five hundred ($500) dollars for 2 Hours Virtual or In-person Consultation
We look forward to working with you.
Very truly yours,
Name: Alex Petrov
SCHEDULE A – PRELIMINARY PROJECT INFORMATION
- Project Area.
The Project Area to be designed by us according to our preliminary discussions.
- Proposed Decorative Budget.
Based upon our preliminary discussions, you have advised us on your estimated budget for Project-related merchandise such as furniture, furnishings, fixtures, wall coverings, floor coverings, window treatments, hardware, fixtures, decorative accessories, stone, tile and the like (the “Merchandise”) and for third-party decorative installation services, such as painting, upholstering, installation of Merchandise and the like (“Decorative Installations”), exclusive of Reimbursable Expenses (the “Decorative Budget”). If you haven’t yet, please do so upon the start of this project.
- Proposed Interior Construction Budget.
Based on our preliminary discussions, you have advised us on your estimated budget for Interior Construction Costs, exclusive of Reimbursable Expenses (the “Interior Construction Budget”). The term “Interior Construction Costs” shall mean the contractors’ charges invoiced to you for all work and materials performed (or supplied) based upon our Design Documents. If you haven’t yet, please do so upon the start of this project.
- Budget Estimates.
While we will endeavor to implement our plans within the estimated Interior Construction Budget and the proposed Decorative Budget, in light of the many factors outside of our control, we do not represent or guarantee that Project costs will not exceed these budgets (or any revised budget) proposed or approved by you.
SCHEDULE B – DESIGN CONCEPT SERVICES
- On the basis of existing plans or measurements to be taken or confirmed by us, we will, as and where we deem it appropriate, perform the following services:
- Conduct an initial design study of existing conditions.
- Discuss with you your design preferences for each of the Project Areas.
- Prepare drawings and other materials and provide samples as necessary to generally illustrate our suggested design concepts, including color schemes, interior finishes, wall coverings, floor coverings, ceiling treatments, and window treatments for your approval.
- Prepare schematic plans for recommended cabinet work, decorative built-ins, and decorative details.
- Prepare suggested layout plans specifying the general location for and the distribution of movable furniture and furnishings.
- Our Design Documents that are prepared in this phase of the Project will illustrate our suggested design concepts and will be presented to you for your review and written approval.
- The preparation of CAD drawings, elevations, renderings, or other detailed drawings for detailing, custom millwork, cabinetry, or furnishings are not included as a design service under this Agreement.
SCHEDULE C – SELECTION OF MERCHANDISE
- Selection and Specification of Merchandise. We will, as and where we deem it appropriate, perform the following services:
- Select and source Merchandise for your Project.
- Provide fabric samples, finish samples, photographs, or other visual illustrations of Merchandise for your consideration.
- Provide written purchase specifications for approved Merchandise.
- Installation. We will, at the conclusion of the Project, assist you with final placement of decorative Merchandise at your residence.
SCHEDULE D – PURCHASING SERVICES
- Purchasing Services. We will provide the following purchasing services (“Purchasing Services”) to you in accordance with the terms set forth below. All Merchandise and Decorative Installations sold by or through us are subject to “Schedule G – Terms and Conditions of Sale”.
- Proposals. Each item of Merchandise and Decorative Installations to be purchased by you will be specified in a written Proposal prepared by us and submitted in each instance for your approval. Each Proposal will describe the item or service to be purchased and its “Specified Price” to you.
- Specified Price.
(a) Except as set forth in paragraph 3(b) below, the “Specified Price” of each item of Merchandise and Decorative Installations shall be our establish list price for the item or service, plus any applicable delivery, insurance, handling charges, and sales tax. Our establish list price is never above the retail price and in many cases we will be able to extend some of our trade discount to you, so you get the best price possible.
(b) The Specified Price for Merchandise sold to you from our own inventory (“Inventory Sale”) will be the price presented in the Proposal (which price does not represent our actual cost of such item and includes our compensation).
- Ordering and Payment. All Merchandise and Decorative Installations specified by us will, if you wish to purchase them, be purchased solely through us (except that we may, from time to time, ask that you directly engage the services of third parties to provide Decorative Installations in accordance with the provisions described elsewhere in the Agreement). No item can be ordered by us until the corresponding Proposal has been approved by you and returned to us with our required “full” payment which shall be hundred (100%) of the Specified Price (“Initial Payment”). Between 3 and 4% credit card processing fee will be applied to all credit card payments.
- Order Management. We will assist in (a) managing your orders and following up with vendors regarding any delays or errors in processing your orders; and (b) scheduling and coordinating deliveries with vendors to your residence, or if you are unable to take immediate delivery of any Merchandise or store such Merchandise at your home, to a storage facility that has been selected by you and with whom you have entered into a contract.
- Merchandise Inspection. You will be responsible for receiving, uncrating, and inspecting Merchandise for any visible damage upon receipt.
SCHEDULE E – PROJECT ADMINISTRATION SERVICES
During the course of the Project, we will visit your residence from time to time as we deem necessary to see whether, in our opinion, the work of any contractor, subcontractor, or vendor is proceeding in general conformity with our Design Documents (“Project Administration Services”). We are not responsible, however, for the performance or timely completion of any of their work or of any materials or equipment furnished by them.
SCHEDULE F – DESIGNER COMPENSATION
- Hourly Design Fee Agreement. For our services described in Schedule B – “Design Concept Services”, Schedule C – “Selection of Merchandise”, Schedule D – “Purchasing Services” and Schedule E – “Project Administration Services” you agree to compensate us for all time expended by us at the following hourly rate (“Hourly Rates”):
Interior Designer and/or Project Manager: $150 per hour
or $500 for 2 Hours Consulation
We reserve the right to adjust our Hourly Rates on an annual basis. Hourly Rates are in addition to all other fees and costs payable by you under this Agreement, and will be invoiced to you monthly.
- All of our invoices are payable upon receipt. Any amounts owed by you to us that are not paid when due are subject to an interest charge computed at an annual rate equal to ten (10%) percent (or the highest percentage rate permitted by law, if lower). In addition, we may suspend our services to you and/or withhold any item of Merchandise until payment has been made in full. You will be liable for all costs (including reasonable attorneys’ fees and related costs) incurred by us in the collection of any amounts due to us by you. Please note that all compensation paid to us and all Reimbursable Expenses are subject to applicable state and local sales and excise tax (and similar taxes) and you agree to pay these taxes. Between 3% and 4% credit card processing fee will be applied to all credit card payments.
SCHEDULE G – TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale (“Terms and Conditions”) will be applicable to all Merchandise purchased by you — the Client —pursuant to our proposals, our purchase orders, our invoices or other order document submitted to you (each a “Proposal”). In addition, these Terms and Conditions shall also apply to third-party Decorative Installations purchased by you through us (such as painting services, upholstering, installation of Merchandise, and the like) pursuant to any of our Proposals.
Price Changes. Proposal prices are adhered to as much as possible. However, in light of the many contingencies that effect design projects (including but not limited to periodic price increases from suppliers, which occur without notice, and, for purchases of Merchandise from overseas, differences resulting from shipping costs, currency exchange rates, and the like) we do not make any representations that the actual prices for Merchandise, related decorative work performed on such Merchandise, Decorative Installations, or any other costs of services related to the purchase, manufacture or installation of Merchandise, will not vary from any Proposals or budgets proposed, established, or approved by you. In light of the foregoing, we reserve the right to increase your price accordingly. We will notify you of any price increases; and when the price increases by more than ten percent (10%) over the original Proposal price, we will obtain your written approval prior to purchase. We do not represent or warrant the price for any item of Merchandise or service is the best available price.
No Cancellations or Returns. All Proposals approved by you in writing are non-cancelable unless we expressly agree to any such cancellation in writing in each instance. Should we accept a cancellation of an order (which acceptance may be withheld by us for any reason) we shall have the right to retain from any payments made by you on account of such order an amount equal to the compensation or fees that we would have been entitled had the order not been cancelled. In addition, you may be subject to restocking and/or cancellation charges due the concerned vendor. We will not, under any circumstances, accept cancellation of any custom or special order. In the event that you later return any item of Merchandise to the manufacturer or concerned vendor, we shall be entitled to retain our Purchasing Fee or similar compensation for such item.
Product Taken on Approval. From time to time you may take delivery of Merchandise on approval prior to making a final decision of whether or not to purchase the item(s). In some instances more than one option for each item of Merchandise sourced may need to be delivered to your residence to be viewed in the actual space in order for you to make the purchase decision. In order for us to make arrangements with the vendors for you to receive Merchandise on approval, you agree to make purchasing decisions within twenty-four (24) hours of all items taken on approval. Any items of Merchandise held for more than twenty-four (24) hours without your rejecting the proposed Merchandise will be invoiced to you, and your payment for such Merchandise will be due upon your receipt of the invoice. Additionally, all such Merchandise delivered to you (or in some cases to our offices) will incur shipping and/or delivery charges (and possibly, return shipping and/or delivery charges). You agree to reimburse us for all shipping and/or delivery charges incurred on your behalf regardless of whether the item(s) of Merchandise were purchased or not.
Failure to Make Payments when Due. In addition to any and all other rights that we may have, should you fail to make any payment due to us in accordance with the Agreement or any signed Proposal, we shall have the right to withhold delivery of any item of Merchandise and/or suspend performance of any service required to be performed by us under any signed Proposal or other agreement that we may have with you. In addition, you will be charged the cost of transfer and storage of such Merchandise, and you bear the risk of loss or damage during such transfer and storage. You will also be liable for all reasonable costs, expenses, and fees incurred by us in collecting monies due.
Sales Taxes and Other Charges. All delivery, packing, crating, shipping, in-transit insurance, local delivery, hoisting, uncrating and installation charges, sales taxes, excise taxes, or other taxes are in addition to the stated purchase price for such item. You will be shall be responsible for the payment of all applicable taxes and charges on Merchandise and Decorative Installations. Between 3 and 4% credit card processing fee will be applied to all credit card payments.
Delivery is Approximate. Quoted delivery dates are approximate dates only. We shall not be responsible for any delay in delivery or failure in performance for any cause beyond our reasonable control (including but not limited to labor disputes, failure or delay of sources to supply, transportation difficulties, accidents, fires, or acts of God) or any event which interferes with our normal business operations or service.
Client’s Failure to Accept Delivery. Any Merchandise not accepted for delivery within thirty (30) days after notification is subject to storage charges as determined by us. You will bear the risk of loss or damage during such transfer and storage.
Receiving, Uncrating, and Inspection of Merchandise. Unless we have agreed otherwise in this Agreement or in a writing signed by us, we will not be responsible for receiving, uncrating, and inspecting Merchandise for any visible damage upon your receipt of such Merchandise or delivery of Merchandise to a storage facility. All claims against us, including defects, shortages and errors, must be made within one (1) day after receipt of the Merchandise. Failure to make any claim against us within such one (1) day period shall constitute acceptance of the Merchandise and a waiver of said defects, shortages, errors, or other claims.
Carrier as Agent of the Client. All shipments are made F.O.B. place of origin. If we arrange for delivery of Merchandise, the carrier shall be deemed your agent. We shall not be responsible, in any event for any damage caused to the Merchandise during shipment, transfer, or while in storage. You should report, in writing, such damage. All claims for freight overcharge or damage to goods while in transit must be settled with the carrier.
Storage and Warehousing. Merchandise purchased pursuant to any Proposal may need to be placed in storage prior to final delivery and installation at your Project site. In such event, and except as otherwise agreed, we will select and contract directly with a storage facility that meets your needs and requirements. You will be responsible for all costs associated with shipping and storage of goods, and you will bear the risk of loss or damage during such transfer and storage.
EXCLUSION OF WARRANTIES. We do not make any representations or warranties of any kind regarding any Merchandise, decorative finishes, Decorative Installations, moving services, delivery services, installation specialists or other contractors, vendors, or suppliers recommended by us. Merchandise will substantially conform to the description on our Proposal, except that such Merchandise or service may vary slightly from description or sample. If the manufacturer of a product provides a manufacturer’s warranty, and such warranty is transferable to you, then you shall be afforded all rights, solely as against the manufacturer, and not us, as provided for in the manufacturer’s warranty. Similarly, if any third party provides any warranty regarding any services or Decorative Installations provided by them, then you shall be afforded all rights solely as against the provider of such service, and not us. ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any oral statement regarding Merchandise or about any service that is made by our employees or agents do not constitute warranties, and such statements shall not become a part of this Agreement, and shall not be relied upon by you.
Sale of Antiques and Art. Should you require documentation of authenticity for antiques, art, or vintage items purchased through us, we will assist you in obtaining such documentation to the extent that we are reasonably able to do so. We cannot, however, be responsible for the accuracy of such documentation. In no event shall we be responsible for the correctness of, or be deemed to have made any representation or warranty of description, size, medium, genuineness, attribution, provenance, authenticity, age, or condition concerning any item of Merchandise, including but not limited to antiques, art, and vintage items.
Limitation of Liability. In no event shall we be liable for any consequential or incidental damages. In no event shall our liability arising out of or resulting from your purchase of any item of Merchandise or any Decorative Installations under this Agreement, for any reason, exceed the amount actually paid by you to us for the concerned item of Merchandise or for the concerned Decorative Installation.
SCHEDULE H – TERMINATION RIGHTS
Either of us may, upon ten (10) days written Notice to the other party, terminate this Agreement for any reason. Should you terminate this Agreement, you will remain financially obligated and responsible for all services completed, all Merchandise and Decorative Installations ordered, and all other commitments to us and to third parties that are set forth in signed Proposals. In addition, you shall be obligated to pay all monies due to us as under this Agreement (including, but not limited to, unpaid invoices, Design Fees, Hourly Rates and other Designer compensation, and Reimbursable Expenses (whether or not such invoices have been rendered)), and reasonable hourly charges and expenses incurred subsequent to termination in connection with any transition services requested by you. Termination shall be without prejudice to any and all other of our rights and remedies owed to us, and without prejudice to any and all other rights and remedies that we may have.
SCHEDULE I – DISPUTE RESOLUTION
Venue. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding only in the United States District Court for the District of
Maryland or in any court of the State of MD sitting in the County of Montgomery. Each party to this Agreement submits to the exclusive jurisdiction of such courts and their respective appellate courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement, and expressly waives any jurisdictional or venue defenses otherwise available to them. Both parties agree to accept service of process by registered or certified mail or overnight courier.
- Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the state of MD, without regard to conflict of laws principles.
SCHEDULE J – ADDITIONAL TERMS AND CONDITIONS
- Design Documents. All of the drawings, specifications, plans, sketches, and other documents prepared by us for your Project (our “Design Documents”) are conceptual in nature and intended to set forth our design intent only. We do not and are unable to perform architectural, engineering, or construction services. Accordingly, (i) our services do not include undertaking any responsibility for the design of or modification to any structural, heating, air conditioning, plumbing, electrical, ventilation, audio, video, or other mechanical systems installed or to be installed at the Project site; and (ii) our Design Documents must not be used by you or by any other person for architectural, engineering, or construction purposes. In addition, we make no representations that any recommendations set forth in any Design Document will meet applicable code or regulatory requirements.
- Use of Design Related Professionals and Third Parties. Should the nature of our Design Documents require the services of third-party professionals, consultants, or contractors (“Design Related Professionals”) or other third parties to perform work based upon our Design Documents, you agree to enter into separate agreements directly with each of them, under terms that are mutually acceptable to you both. To the extent that we may review any construction documents (or other documents) prepared by them or by any other person, please know that our review is for the sole and limited purpose of achieving general compliance with our aesthetic concepts and overall design intent.
- Your Responsibilities to Us. In order to provide you with services, you agree to provide us with access to the Project site as well as all information we may need to complete the Project. All approvals required to be given by you and all information requested of you shall not be unreasonably or untimely withheld or delayed. It is your responsibility to obtain all approvals required by any governmental agency or otherwise in connection with this Project. You will be responsible to insure and to pay the costs of insurance, transportation and storage for any furniture, furnishings, art or other items of decoration, and other Merchandise in connection with the Project, including items, which are at our office, at the premises of any contractor or vendor or in third-party storage throughout the duration of the Project.
- Independent Purchases. In the event that you are contractually required to purchase Merchandise directly through us and you purchase an item of Merchandise directly (or through a third party) from a vendor based upon our advice or where the item has been coordinated by us, then we shall receive a fee for this advice or coordination equal to our hourly rate specified in this Agreement. For purposes of this paragraph, an item has been coordinated by us if you purchase it and we approved it for conformance with the design concept, consulted with you about it, or discussed it (or similar items) with you.
- Reimbursable Expenses. Out-of-pocket expenses actually and reasonably incurred by us in the interests of your Project or on your behalf will be submitted to you for reimbursement and are payable upon receipt of our invoices. These reimbursable expenses (“Reimbursable Expenses”) may include, without limitation, postage/FedEx/UPS charges, long-distance telephone calls, Internet access, photocopying, parking, car mileage, travel costs, wire fees, custom samples, freight, delivery, storage costs, blueprints, duplications of plans and specifications, messenger services, and the like. Reimbursable Expenses will be billed to you at their actual cost to us plus a three (3%) percent service charge for administrative time. Reimbursable Expenses will be invoiced to you on a monthly basis.
- Ownership and Use of Design Documents. All of our Design Documents that are prepared or furnished by us are owned by us and will be our exclusive property at all times, and we will retain all intellectual property rights and proprietary rights, including copyrights and trademarks, in and to these documents. You may use our Design Documents only as permitted by this Agreement. In the event of termination of this Agreement (or in the event that we are legally determined to be in default of the Agreement), you may continue to use our Design Documents provided that (a) you have paid us all amounts owed to us under this Agreement (or otherwise), including but not limited to unpaid Design Fees Purchasing Fees, Project Administration Fees, Hourly Rates, Reimbursable Expenses, invoices, and all additional compensation owed to us; (b) you agree to indemnify and hold us free and harmless from and against any and all costs, claims, liabilities, or expenses, including reasonable attorneys’ fees and related costs, arising out of, resulting from or relating in any manner to your subsequent use of our Design Documents; (c) you release us from any further obligations we may have to you; and (d) you will not permit any other person, firm, or entity to claim design credit for any work prepared by us prior to the date of termination.
- Indemnification. To the fullest extent permitted by law, you agree to indemnify and hold us harmless from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and related costs) (each a “Claim”, and together “Claims”) relating to, arising out of or resulting from the actions and omissions of you and/or of any Design Related Professional, construction contractor, contractor, subcontractor, vendor, tradesperson, supplier, agent, or other third party hired or otherwise retained by you or on your behalf.
- Limitation of Liability. To the fullest extent permitted by law, our total liability to you in regard to any and all claims, losses, and damages of arising out of, relating to or resulting from this Agreement or the services performed by us pursuant to this Agreement, shall not for any reason exceed the greater of (i) the total amount of Design Fees and other Designer compensation actually paid to us pursuant to this Agreement; or (ii) the available proceeds of our insurance policies, if any, and if applicable. Under no circumstances shall we be responsible for (a) any indirect or consequential damages; or (b) any injury, loss, damage or delay caused by any reason beyond our reasonable control. Also, we are not responsible for the actions or omissions of any Design Related Professional, construction contractor, contractor, subcontractor, vendor, tradesperson, supplier, agent, or other third party, even if we recommended them to you. Additional limitations of liability regarding the sale of Merchandise to you is set forth in Schedule G – “Terms and Conditions of Sale”. No action against us for breach of this Agreement or otherwise may be brought more than one (1) year after the date of the accrual of such cause of action.
- Consent to Photograph Project. As we require a permanent record of our design projects, you will permit us or our representatives to photograph, video and/or otherwise record images of the Project Areas and your residence (each a “Photograph”) before, during, and after Project completion. In addition, you acknowledge that we may use these Photograph(s) for our business purposes including publication. If any Project-related Photograph(s) are published by us, we will not identify your name and address in any such publication without your prior written consent.
- Schedule K. Supplemental terms and conditions to this Agreement (if any) will appear on Schedule K – “Supplemental Terms”
- Capitalized terms used in the Agreement shall have the meanings ascribed to them in the letter of agreement and its schedules (all of which, when taken together, shall comprise a single, integrated agreement).
- This Agreement can be modified only by a writing that specifically states that it is amending this Agreement and is signed by an authorized representative of each of us.
- If this Agreement is signed/accepted on behalf of a company, LLC or other legal entity (each a “Company”), the individual signing this Agreement on behalf of the Company represents and warrants that he or she has the legal authority to enter into this Agreement and to bind the Company to any subsequent modifications to this Agreement (including to any consents that may be required throughout the duration of the Project.)
- If this Agreement is signed/accepted by or on behalf of any individual homeowner(s), each such individual represents and warrants that they have the authority to enter into this Agreement on behalf of all other homeowners of record. If this Agreement is signed by two or more such persons, each such person represents that they have the authority to bind the other to any subsequent modifications to this Agreement (including to any consents that may be required throughout the duration of the Project).
- In case any provision of this Agreement shall, for any reason, be held invalid, illegal or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid or unenforceable provision had not been included in this Agreement, and all remaining provisions shall continue to be valid and binding.
- All headings and the use of schedules in this Agreement is intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.
- All rights and obligations, which by their nature would be expected to survive termination or expiration of this Agreement (including but not limited to payment obligations, our right to withhold Merchandise in the event of your non-payment, our limitation of liability, your indemnification obligations, our right to use Photographs, and the terms and conditions set forth in Schedule G –“Terms and Conditions of Sale”) shall survive completion, termination or expiration of this Agreement.
- Our failure or delay at any time to exercise any right under any provision of this Agreement shall not limit or operate as a waiver of such right; nor shall our waiver of any breach of this Agreement operate as a waiver of any subsequent breach of the same or any other provision of this Agreement.
- This Agreement (or any amendment to this Agreement) may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same document.
- Signed counterparts of this Agreement may be exchanged by email, facsimile or other electronic means. All notices, requests, consents and other communications under this agreement (each a “Notice”) must be in writing and either hand delivered or sent to the other party at the address identified in this letter.
- This Agreement is a complete statement of our understanding. No other representations or agreements have been made other than those contained in this Agreement.
SCHEDULE K – SUPPLEMENTAL TERMS