GENERAL
This contract sets out the terms and conditions upon which JEMDesigns (JEMD) has been engaged for Interior Design Works. All drawings remain the property of JEMD unless otherwise agreed.
Scope of Works. These are the goods and services as described in the fee proposal issued with this contract.
Interior Design Works. These are the ongoing works of JEMD during the supply and implementation of the Scope of Works and may include but is not limited to all conceptual and design work, developing and refining the design, detailed preparation of estimates, sourcing and procuring, site visits, meetings, progress reporting, liaising with sub-contractors and project monitoring and implementation.
1.0 SUPPLY AND IMPLEMENTATION OF SCOPE OF WORKS
Floor Coverings. The Client should note the following:
Upholstered items. Prices for upholstered items will include for barrier cloth/flameproofing where required but will not include for Scotchguard protection unless otherwise specified.
Commissioned furniture. Where bespoke furniture is required, JEMD will provide the Client with line drawings, measurements, full description, hardware detailing and best likeness finish samples for approval where possible. As these items are being altered to suit respective schemes, it is possible that slight alterations to the original design will be apparent.
All detailing must be approved before the piece is commissioned. Any alterations or amendments after production has commenced require written instructions from the Client and further signing off of corrected drawings. JEMD cannot be held responsible for any delays in manufacture and therefore the overall programme arising from such amendments. Cancellation will only be carried out on receipt of a written instruction. Any costs incurred for amendments, delays or cancellation will be passed to the Client.
Various retail stores do not pass on a trade discount to designers [eg. John Lewis, Conran, Ralph Lauren] and where a Client has specifically requested items from these or other nominated stores JEMD reserve the right to add a handling charge of 15% to the quoted retail price.
Window Treatment and Fabrics. Prices for all window dressing items will include for flameproofing where required. JEMD do not use fabric supplied by Clients (COM), and would expect to procure this on the Clients behalf. Fitting can be arranged through a third party.
Commissioned Artwork. Bespoke Art work is at the Clients risk. [Once signed Client approval or Client approval in Client meetings has been given for the artwork to be commissioned the Client cannot amend or alter their instructions on the artwork.] Cancellation can only be carried out on the written instructions of the Client.
Any costs incurred by cancellation will be passed to the Client. JEMD cannot be held responsible for the finished artwork.
Commissioned Picture Frames. JEMD will undertake finish detail and colour co-ordination as agreed in Client meetings. Where best likeness finish samples are requested by the Client these will be subject to signed Client approval and there will be an additional charge for them. JEMD cannot be held responsible for the finished picture frames.
Specialist Decoration. The application of specialist decoration should occur one year after new timber and plaster has been applied to allow for settlement cracks. If specialist decoration is applied earlier, it may be damaged by general settlement and JEMD will not accept responsibility for any touching up costs. Specialist decoration can only commence once the Client has attended a site meeting and give signed Client approval for all best likeness finish samples. JEMD cannot be held responsible for the finished specialist decoration.
White Goods. All white goods procured through JEMD will be subject to the manufacturers’ warranties only.
Accessories. In the event of the Client requesting accessories such as china, cutlery and glassware, kitchen equipment, object d’art and general accessories JEMD reserves the right to charge retail price plus a 20% handling fee for their time.
Antiques. In the event of specialist antiques being required, and unless otherwise agreed, JEMD reserve the right to recommend or sub-contract a specialist dealer to source the antiques and will charge the JEMD hourly rate to cover their time.
Client’s own supply of goods. Sourcing and supply of goods by the Client is not encouraged in order to maintain the integrity of the project. However, it should be discussed and agreed at the start of the project if the Client wishes to include existing pieces and Client sourced items.
2.0 INTERIOR DESIGN FEE
JEMD’s design fee is a combination of a fixed fee and a percentage commission on the supply of goods and will be invoiced as detailed within the scope of works. If the Client fails to sign and return the signed JEMD terms and conditions, payment of JEMD invoice is deemed acceptance of JEMD scope of works (which forms the contract together with the terms and conditions) and terms and conditions. However no works will commence on a project until JEMD is in receipt of the initial interior design payment.
JEMD fee structure is either/a combination of an hourly rate of £75 incl. VAT / hour. A retainer for a an agreed set of months based on the number of hours the project is expected to take including all associated admin. And/Or treating individual rooms as separate projects with a design fee attached.
JEMD reserves the right to review all fixed fee and retainer based agreements after a 3 month period to ensure the fee still matches the developed brief and Scope of Works.
Independent site visits (unless already agreed in the pricing structure laid out by JEMD) will be charged at either a full daily rate of £600 incl. VAT or a half day of £300 incl. VAT plus any expenses incurred.
The design fee deposit payment is non refundable, unless specifically agreed upon instruction.
In the event of changes being made after the Client has signed off on the scheme JEMD reserve the right to charge an additional design fee for the work involved.
For Clients returning to JEMD after project completion and for minor additional works, a new scope of works will be agreed and costed for.
3.0 ESTIMATE OF COSTS
Whilst producing the scheme for the Interior Design Works, JEMD will produce an estimate of costs with instalment payment dates for the supply and implementation of the Scope of Works that will be prepared in accordance with the Clients budgetary requirements.
The terms of payment are:
100% for all JEMD interior design works (retainer and fee payments)
Please note no orders will be placed until 100% of payments have cleared through JEMD accounts.
Prices quoted in the estimate and any subsequent revised estimates are subject to finalised detail.
JEMD reserve the right to alter all prices quoted if suppliers alter those quoted to them.
JEMD are not responsible for financial management of contractors and reserve the right to ask Clients to pay contractors directly. For building contract values over £100,000, JEMD recommends a Quantity Surveyor to be assigned.
4.0 THE PRICE AND PAYMENT OF GOODS
The price shall be the price as indicated in the Estimate. JEMD may increase the price, post invoicing the Client, to reflect any increase in the cost to JEMD that is due to factors occurring after the Estimate which are beyond the reasonable control of JEMD.
This includes (but is not limited to) delays in payment leading to increase in supplier costs, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs.
5.0 PAYMENT TERMS
Payment. The design fee and the costs for the supply and implementation of the Scope of Works are payable in full. All sums payable are due within 7 calendar days from the date of an invoice. Interest on late payment will be charged at the rate of 2% above base rate and compounded monthly. Any bank charges reduced from our fees during electronic transfers will be added to the Client’s final account.
6.0 VAT
All sums payable will state if they are inclusive or exclusive of VAT and other duties or taxes.
7.0 ADDITIONS TO SCOPE OF WORKS
Increase to Scope of Works. In the event that after submission and acceptance of the estimate changes are made to the Scope of Works or any circumstances arise or events occur which could not reasonably have been foreseen at the date of the estimate, any sums reasonably and fairly incurred will be charged to the Client.
Decrease to Scope of Works. If the changes reduce the Scope of Works to a level that is unviable for JEMD, JEMD reserves the right to withdraw from the project. JEMD would then charge a fee proportionate to the amount of design time spent based on its standard hourly rate.
Additional work. If additional work is requested by the Client which is not included within the original Scope of Works and which cannot be accommodated within the original time scale the additional works will be subject to a separate proposal for agreement and implementation together with new payment terms and conditions.
JEMD shall be entitled to additional fees, calculated on a time basis unless otherwise agreed or remuneration will be made, wholly or in part, by adjustment of the basic fee, if:
extra work is involved or added expense is incurred for reasons beyond the control of JEMD. Reasons for such entitlement include, but shall not be limited to JEMD being required to vary any item of work commenced or completed pursuant to the Agreement and/or performance of the services is delayed, disrupted or prolonged;
JEMD performs services in connection with any work, installation or equipment, which are not executed under the direction of or by JEMD; JEMD shall inform the Client on becoming aware that this clause will apply.
8.0 INTERIOR ARCHITECTURE
JEMD would be reliant upon detailed measured survey drawings of the existing building and do not produce these as part of the standard scope of works, If a survey is required to draw up plans to scale, an additional fee will be applicable.
The services of a quantity surveyor or cost consultant will be needed if detailed cost information or management is required.
The services of some other consultants may be required, including, but not limited to; a mechanical and electrical consultant, specialist AV/IT/security consultant, and a structural engineer. We shall be reliant upon these consultants providing their own detailed drawings and technical specifications.
9.0 EXPENSES
Mileage. All mileage relating to a project will be recharged to the Client at a rate of 45p per mile along with parking at site and on all journeys relating to the project.
Out of pocket expenses. JEMD reserve the right to recharge all out of pocket expenses including cost of travel to and from site and presentation materials. This is in addition to the agreed design or interior architecture fee.
10.0 OVERSEAS PROJECTS
All telephone communication necessary for JEMD business by an employee of JEMD whilst on Client business abroad will be re-charged to the Client. The cost of all travel expenses shall be reimbursed by the Client. This shall include all business airfares, travel to and from airports, hotel accommodation and sustenance whilst traveling. The Client shall also reimburse JEMD for the cost of temporary travel insurance which would be through JEMD’s own insurance company.
Overseas/out of Edinburgh travel to be discussed on a project by project basis.
Delivery dates and best estimates. Delivery dates represent JEMD’s best estimates and whilst JEMD will use all reasonable endeavour to meet such dates, no liability is accepted by JEMD if any date is not met, unless otherwise agreed in writing. All storage costs for project due to delays outside of JEMD remit will be charged to the Client.
Shipments. The Client will be charged for all presentation materials despatched overseas and all associated delivery costs. Goods will only be released for shipping on receipt of the final balance of design fees and cost of goods supplied.
Carriage. Prices do not include carriage or delivery unless otherwise specified in the estimate and will be charged separately.
11.0 SIGNING OFF AND IMPLEMENTATION
Signing off. JEMD will have continuous presentations throughout the design process and will issue the Client with the estimate which will include images of all items and fabrics. etc. On receipt of the deposit funds, JEMD will place orders on behalf of the Client.
Implementation. Interior Design Work implementation will usually only commence once the site has been cleared of all other contractors not within the JEMD remit. In the event of the Client specifically requesting implementation before such time, JEMD cannot be held responsible for damage to goods on site. JEMD cannot be held responsible for damage to goods on site and penalties will be incurred if the agreed installation date is significantly impacted. All items must be checked for damage within two days of delivery on site.
Debrief Meeting. At the point of payment of the final account JEMD will give reasonable notice to the Client to attend a debriefing handover meeting on site if required. During this meeting any snagging issues will be raised and recorded. After that date JEMD may charge a handling fee.
Once snagging issues have been resolved to the satisfaction of both JEMD and the Client, the Client will sign off each snagging issue individually.
Settlement cracks [due to new timber and plaster] are often inevitable and are subject to a defined defects liability period specified by the contractor.
In the event of the Client or their representative being unable to attend a debrief handover meeting the Client may raise snagging issues for a period of one month from the date of that meeting for which JEMD may charge a handling fee.
JEMD cannot take responsibility for any damage caused by others, general wear and tear or items outside the remit of JEMD.
12.0 SUSPENSION AND TERMINATION
In the event of the Client being in default of payment of any fees and/or expenses, JEMD may suspend performance of any or all the Interior Design Works.
If no payment is received within 28 calendar days of the due date JEMD reserves the right to terminate the contract and recover all fees.
The Client or the Designer may by giving reasonable notice to the other terminate performance of the Services and /or other obligations stating the reasons for doing so and the Services and obligations affected. Any such termination shall be without prejudice to the Designer’s right to recover from the Client any fees and costs incurred up to the point of Termination.
Without prejudice to any other claim or remedy available to JEMD, on termination of the contract for any reason other than JEMD’s default JEMD shall be entitled to, and shall be paid, (i) all expenses and fees for the supply and implementation of the Scope of Works incurred up to the date of termination and (ii) the design fee calculated according to the amount of design time spent up to the date of termination, in each case based on JEMD’s standard hourly rate.
In the event that the Client uses an alternative interior designer or contractor to carry out work in whole or in part that was in the scope of the design contract the fees and mark up would be payable as if this work was carried out by JEMD. This only applies if such work is started within 24 months of the date of termination of contract and remains effective until the completion of such works.
13.0 OWNERSHIP OF GOODS
Title to all goods and materials supplied shall remain with JEMD until payment is received in full. JEMD hereby reserves the right to re-enter the site and collect all goods and materials in respect of which payment has not been received by the due date.
14.0 DISPUTES
JEMD and the Client will attempt to resolve any disputes amicably. All disputes arising under this Contract shall be governed by Scottish law and will be within the jurisdiction of the Scottish courts. In the event of dis-instruction JEMD reserves the right to charge for operational time cost incurred, designers hourly rates, work carried out to date, out of pocket expenses, disbursements etc. incurred accordingly.
15.0 COPYRIGHT
Copyright in all documents and drawings prepared by JEMD shall remain the property of JEMD. In the event of a fee being charged for presentation work this work remains the property of JEMD.
All intellectual rights remain the property of JEMD and in event of the design being used or replicated without involving JEMD for procurement and installation, JEMD reserve the right to charge 50% of retail value of the scheme and for any design time incurred to date.
All fabrics and/or products introduced by JEMD in their design specification are required to be ordered through JEMD except by specific mutual agreement evidenced in writing.
16.0 INSURANCE
JEMD will undertake to ensure that all goods are insured up until delivery to site at which point they become the responsibility of the Client. In the event of the Client delaying installation, the insurance of and cost to store goods will become the responsibility of the Client.
17.0 NO WARRANTY
The Client acknowledges that JEMD does not warrant the goods supplied which will be subject only to the manufacturer’s warranty.
18.0 MEDIA COVERAGE
JEMD shall have the right to take photographs of the project during and on completion of the installation process for use on the Company website and on their social media platforms. JEMD will not use any photographs in press or magazine publications without first obtaining the consent of the Client.
19.0 INTELLECTUAL PROPERTY
JEMD shall own all intellectual property rights in relation to the Services, including copyright in the drawings, documents, bespoke software and all other work produced by, or on behalf of, the Designer in the performance of the Services.
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