SERVICE AGREEMENT
TABLELANDS INTERIOR DESIGN
Effective Date: 01/07/2025
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1.1 This Services Agreement is between the Service Provider and the Client.
1.2 The Service Provider provides a range of interior designer services, and the Client wishes to enter into an agreement for these services and as specifically set out in the Proposal.
1.3 This Services Agreement consists of these General Terms & Conditions (T&Cs) and the Proposal along with any subsequent Proposal between the parties from time to time (Agreement).
1.4 The Proposal contains the specific information that is relevant to the Service Provider’s unique arrangement with the Client, and is designed to be read alongside the T&Cs.
1.5 If there is any inconsistency between the T&Cs and the Proposal, the content of the Proposal will prevail to the extent of the inconsistency. Subject to the nature of the Services being provided, additional Special Conditions may apply as set out in the Proposal.
1.6 Any variation to the Proposal must be mutually agreed upon in writing.
1.7 The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.
2.1 Prior to the Commencement Date, the Service Provider will invite the Client to attend a consultation in person or virtually at a mutually convenient time to discuss and determine:
a) The scope of the work
b) Budget parameters; and
c) Any additional expectations, inclusions and exclusions to the Services provided.
d) Prior to, during or after the consultation, the Service Provider will request Client Information
from the Client. This may include a request for property information as well as inspiration
images for the works.2.2 The Client agrees to provide the Service Provider with all relevant Client Information requested from the Client, within a reasonable timeframe to perform the Services and provide the Deliverables as outlined in the Proposal.
2.3 The Client acknowledges that the health and safety of the Service Provider and any third party engaged to work at the Property Address is a priority and agree to advise the Service Provider of the presence of any [toxic/waste/hazardous] materials which will be present
onsite during performance of the Services prior to the Commencement Date.3.1 The Service Provider agrees to perform the Services and provide the Deliverables to the best of their ability, in compliance with any applicable codes of practice and in accordance with the Key Dates.
3.2 The Service Provider will also comply with any planning and development regulations governed by local councils and government bodies (which will be dependent upon the Property Address). If applicable, the Client agrees that Hourly rates will be incurred for the preparation and lodgment of any development approvals.
3.3 The total scope of the Services is as set out in the Proposal, along with the Key Dates for delivery. If Services outside the scope are required, including additional advice surrounding the Services or changes to the Services or Deliverables following the Commencement Date, these will be quoted separately at the Service Provider’s Hourly Rate.
3.4 The Services do not include third party services (such as architectural, electrical, plumbing or engineering work, or modifications or alterations to structural or other systems) unless otherwise specified.
3.5 Measurements or dimensions referenced in the design drawings are approximate and based on property address information the Client provides to the Service Provider. These measurements or dimensions are not to be used for architectural, construction, building or engineering purposes. The Client agrees to indemnify the Service Provider where a third party (such as a building contractor) relies upon the design drawings without completing their
own measurements.3.6 Permitted changes to the concept, design or to tender documentation which are included in the quoted Fee are set out in the Proposal.
3.7 During the Project, there may be deficiencies, errors or issues to resolve. The Service Provider will of course attempt to resolve any potential issues by being on-site during critical parts of any renovation work, and by providing detailed briefs to trades and suppliers.
When an issue occurs which could have been prevented by the Service Provider, the Service Provider will attempt to resolve it in the most efficient way possible on the Client’s behalf
and will not charge the Client for that time. Where mistakes have been made by third parties and cannot be prevented by the Service Provider, the Service Provider will discuss with the Client any potential costs prior to engaging in the resolution of those issues.3.8 Use of AI Tools
a) The Service Provider may use AI Tools to assist in delivering the Services. The
Service Provider must not submit Client Materials or Confidential Information to any external
AI Tool unless:a) The Service Provider may use AI Tools to assist in delivering the Services. The Service Provider must not submit Client Materials or Confidential Information to any external
AI Tool unless:i. the Client gives prior written consent; or
ii. the information has been anonymised or aggregated so it can no longer reasonably identify
the Client or its customers.b) Any AI Output incorporated into the Deliverables will be treated as part of the Deliverables for all purposes of this Agreement.
4.1 The Client acknowledges and agrees to provide to the Service Provider, within a reasonable time, any Client Information required for the Service Provider to complete
the Services outlined in the Proposal, including but not limited toa) the most up-to-date architectural files
b) Property specific restrictions, zoning, heritage protection, and environmental sustainability reports; and
c) any finalised finishes, materials, and fittings selections.
4.2 The Client acknowledges that the Service Provider will rely upon information the Client provides as being accurate to the extent of their knowledge and the Client is responsible
for providing the Service Provider with updated information throughout the Term of
the Agreement.4.3 The Client acknowledges that the Service Provider’s ability to meet the Key Dates is partially dependent on how prompt feedback or approval is provided by the Client.
The Client agrees to provide written feedback Page 3 of 2 or approval within seven (7) days during business hours of the Service Provider sending materials to the Client at any stage during the Term of the Agreement.4.4 Feedback or approval must be provided in writing via email and must include all requested changes (or approvals) relevant to the correspondence the Service Provider issues to the Client, within one email correspondence. Without written approval, the Service Provider will not proceed to the next stage of the Project.
Once each stage of work is approved in writing by the Client, any further changes will be charged at the Service Provider’s Hourly Rate as set out in the Proposal. An estimate of the number of hours to complete the Additional Work will be provided before proceeding with the work, and this amount will be due in full before the requested changes are made.
4.5 The Client acknowledges and agrees that where more than one party is listed as the Client in the Proposal, both parties are jointly and severally liable for all obligations under
this Agreement. This means that each party is responsible both individually and collectively for the full performance of all obligations, including any financial responsibilities or liabilities.
If one Party fails to fulfill its obligations, the other party or parties may be required to fulfill those obligations in full, regardless of their individual role or responsibility in the matter.5.1 Deposit
A non-refundable deposit as set out in the Deposit is due and payable within 48 hours of signing the T&Cs or otherwise within the timeframe specified in the Proposal. The Services will not commence until the Deposit has been paid. If delays to the Commencement Date are requested by the Client, a Restart Fee may apply, as defined in the Proposal, or if not specified, a reasonable fee based on the Service Provider’s Hourly Rate. For conditions regarding refunds or return of the Deposit, see clause 11 (Refunds or Return of Fees).
5.2 Design Fees
The Design Fees are outlined in the Proposal.
5.3 Additional work Fees
If the Client engages the Service Provider to complete additional work (outside of the scope of the original Proposal) the Service Provider will issue the Client with an estimate of additional work fees, charged at the Service Provider’s Hourly Rate. Once agreed by the Client, the Service Provider will issue the Client with a tax invoice for the additional work, payable within seven (7) days.
OPTIONAL: The Service Provider will not commence the additional work until the tax invoice has been paid in full.5.4 Payment Method
All Fees will be payable via electronic funds transfer to the Service Provider’s nominated bank account or by another method nominated by them on the Payment Dates set out in the Proposal or in accordance with the date stipulated on the Tax invoice issued.
The Client will receive a Tax Invoice prior to payment being due in each instance.5.5 Delays
Should any of the Key Dates be delayed, the Client may be charged at the Hourly Rate set out in the Proposal for additional Services required because of the delay. In addition, there may be a Restart Fee, as defined in the Proposal, or if not specified, a reasonable fee based on the Service Provider’s Hourly Rate.”
5.6 Out of Pocket Expenses
The Client may be required to reimburse the Service Provider for any reasonable
out-of-pocket expenses they incur during the provision of the Services, including but
not limited to freight, postage, delivery, customs duty or storage charges. These will
be agreed upon by the Client and Service Provider in writing prior to being incurred.5.7 Third Party costs
The Client agrees to provide prompt payment for the products or services of any third parties in connection with this Agreement and enter into separate contracts with third parties where required.
5.8 Variation of Hourly Rate
The Service Provider is entitled to vary their Hourly Rate during the Term on providing the Client with 14 days’ written notice.
5.9 Late Payment and Recovery Costs
a) Any amount not paid by the due date constitutes a debt immediately due and payable and, without prejudice to any other right or remedy, accrues interest 2.5%
or at the maximum rate permitted by Applicable Law, calculated daily from the due date until paid in full.a) Any amount not paid by the due date constitutes a debt immediately due and payable and, without prejudice to any other right or remedy, accrues interest 2.5%
or at the maximum rate permitted by Applicable Law, calculated daily from the due date until paid in full.b) The Client must indemnify the Service Provider for, and promptly reimburse, all reasonable costs and expenses incurred by the Service Provider in recovering any overdue amount or enforcing this Agreement, including, without limitation:
i. commission or fees payable to debt collection agencies.
ii. legal costs and disbursements on a full indemnity (solicitor and client) basis; and
iii. court, arbitration, mediation, filing and enforcement fees, and related out-of-pocket
expenses, to the extent permitted by Applicable Law. If Applicable Law instead requires such costs to be reasonable in amount, the parties agree that the costs described above are a genuine pre-estimate of the Service Provider’s likely loss.c) Where Applicable Law that cannot be waived requires legal fees or recovery cost provisions to be reciprocal, the indemnity in clause (b) above applies equally in favour
of the party that substantially prevails in any action or proceeding arising out of this Agreement.d) The Service Provider may suspend the Services and/or cancel any future deliverables or appointments until all overdue amounts (including interest and recovery costs) have been paid in full.
e) The Service Provider may set off any overdue amount against any sum due to the Client under this Agreement or otherwise.
6.1 The Client agrees that if they wish to delay any portion of the Services for any reason, they must submit this request to the Service Provider in writing including the intended
re-start date for the Services to resume. Only one delay request is permitted during the Term of the Agreement and be for a maximum of six (6) months.
6.2 The Service Provider reserves the right to charge the Client a Restart Fee as set out in
the Proposal upon resumption of Services at the Service Provider’s discretion for the time it will take for the Designer to re- familiarise themselves with the Project and associated documents. The Restart Fee is calculated based on the length of time the Project execution has been delayed. An Administration Fee may also apply where supplier quotes have expired and need to be re-priced.6.3 The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Client’s noncompliance with their obligations under the Agreement or issues beyond the Service Provider’s control, such as failure to organise, or delays regarding, building approval or any requisite permits.
6.4 If the Service Provider is delayed or prevented from performing the Services or meeting the Key Dates, either due to the Client’s noncompliance with their obligations or a Force Majeure Event, the Service Provider reserves the right to reschedule the Key Dates.
6.5 If the Service Provider is unable to reschedule the Key Dates due to a Force Majeure Event, this shall not be deemed a breach of the Agreement.
6.6 If the Service Provider is unable to perform the Services for any reason and is unable to reschedule the Key Dates, the Client is entitled to terminate the Agreement and receive a full refund of Fees paid, less deductions for Services already performed.
7.1 As part of the Proposal, the Client may engage the Service Provider to acquire furniture, finishes, fittings, and materials from third party suppliers (Third Party Suppliers) on the Client’s behalf (herein referred to as Purchased Items) and engage third parties to complete delivery and installation or storage of these items (Delivery, Install & Storage Fees).
7.2 An estimate will be provided including suggested Purchased Items and, where applicable, Delivery, Install and Storage Fees as well as the Procurement Fee for the Purchased Items
(as outlined in the Proposal). Once approved by the Client, the Service Provider will issue a tax invoice for the estimated costs which are to be paid prior to any items to be purchased or delivery, installation or storage arranged on the Client’s behalf.7.3 If the Client choose to cancel an item, or return any item, once the item has been ordered or a deposit has been paid, it is strictly at the Third-Party Supplier’s discretion and may be subject to their restocking fee and other applicable charges. Custom orders are not re-stock able or returnable.
7.4 The Service Provider will help, where appropriate however is not responsible for any faults, delays or discrepancies related to the Purchased Items. If an item is no longer available or has been discontinued, the Service Provider will notify the Client as soon as possible and provide the Client with alternative options and/or arrange for credit with that supplier. Additional Fees may apply for this service.
7.5 The Service Provider encourages the Client to follow the manufacturers after care guides for maintenance of the Purchased Items however the Service Provider will not be liable for any errors or defects in the Purchased Items after they have been accepted by the Client.
7.6 If the Client chooses to directly procure any designer-specified furnishing item, material and/or fitting directly with the manufacturer, or through an external party, the Service Provider will consider this to be a breach of the Agreement which may result in termination under clause 13.2
8.1 Materials such as stone, concrete, fabric, leather and handmade items will have natural variations or irregularities and differ from piece to piece. The Service Provider will use all reasonable endeavours to provide accurate dimensions and samples of finishes, however due to many factors outside of their control, the final products may differ from the samples provided. Natural variations and tolerances will often not be covered under the supplier’s warranty and whilst the Service Provider can assist with the process of replacement
ordering the Service Provider cannot guarantee that any refunds will be applicable,
particularly in relation to custom orders).8.2 Vintage items are one-off and are often selected for their imperfect charm. Vintage items are ‘pre-loved’ and will often show signs of wear and tear. Approval of vintage items
is an implied understanding of acceptance of this wear and tear and irregularity.8.3 Where the Service Provider has ordered the accurate item, colour and dimensions
as approved by the Client, they agree to indemnify the Service Provider for any colour variations or adjusted dimensions of products as delivered by a Third-Party Supplier.8.4 The Service Provider will not be liable for any errors or defects in the Deliverables after they have been accepted by the Client, and the correction of any errors or defects after completion of the Deliverables will be subject to the Service Provider’s Hourly Rate as set
out in the Proposal.9.1 The Service Provider will not be liable for any failure to perform the Services or meet the Key Dates to the extent that it is caused by the Client’s noncompliance with their obligations under the Agreement or issues beyond the Service Provider’s control, such as failure to organise for Key Dates, or delays including but not limited to building approval or any requisite permits.
9.2 Estimated lead times for Purchased Items will be confirmed in writing, and where possible, the Service Provider will place a ‘hold’ on these items.
9.3 The Client acknowledges that where the Service Provider is procuring Purchased Items
on their behalf, lead times and stock availability it outside of the Service Provider’s control, and subject to change. The Service Provider will keep the Client informed if selected items become out of stock or delivery lead times are delayed. The Service Provider is not liable
for any manufacturing and/or delivery delays from Third Party Suppliers.9.4 The Service Provider shall not be held responsible or liable for any delays, disruptions,
or non-performance resulting from the insolvency or bankruptcy of Third-Party Suppliers engaged in the procurement of Purchased Items for the Project. The Client acknowledges and agrees that the financial stability and operations of such Third-Party Suppliers are beyond the Service Provider’s control and influence.
9.5 In the event of a Third-Party Supplier's insolvency or bankruptcy, the Service Provider shall use its reasonable efforts to promptly notify the Client of the situation and endeavour to find alternative sources for the affected Purchased Items, provided that doing so is commercially feasible.
9.6 The Client understands and accepts that any impact on the project schedule, additional costs incurred due to supplier changes, or any other consequences arising from the insolvency or bankruptcy of Third-Party Suppliers shall be borne solely by them, as the client, and the Service Provider shall not be held accountable for such occurrences.
10.1 The Client agrees that the Service Provider may provide referrals to third party contractors such as builders, contractors, plumbers, electricians, and carpenters to
complete professional services that the Service Provider is not qualified to perform.10.2 The referrals are made based on previous experience with that contractor and their quality of work, however unless the Service Provider expressly informs the Client otherwise, the Service Provider does not in any way control, nor are they responsible for the performance of any such third parties.
10.3 If applicable, the Service Provider may request tenders from several third parties (contractors) to consider their engagement for specific work. Whilst the Service Provider
will use their best endeavours to adhere to the approved estimate/budget, the Client acknowledges and agrees that due to several factors outside of the Service Provider’s control, they are unable to provide any guarantees that tenders from third parties will not exceed the estimate/budget.10.4 The Service Provider will communicate all confirmed costs as soon as reasonably practical, and the Client will be required to provide acceptance of these confirmed costs before further steps are taken in relation to the work.
10.5 The Client may also be required to enter into separate agreements with those third parties, outlining their scope of work and fees and the Service Provider encourages the
Client to read any applicable terms and conditions as presented by those third parties before entering any contracts. Fees will be payable directly to third parties in accordance with their terms and conditions.10.6 Whilst the Service Provider will undertake inspections of the works and use their best endeavours to identify and request rectification of any defects for the professional services provided by the third parties, as well as minimise delays, the Client agrees to indemnify the Service Provider for any issues arising from the methods, techniques, sequences, or procedures employed by such third parties.
11.1 Deposit Fees
Subject to the payment terms set out in clause 5 (Fees, Payment Method and Terms),
if the Agreement is terminated by the Client within 3 days from the Commencement Date, the Deposit will be refunded less an Administration Fee as set out in the Proposal. If the Agreement is terminated after 3 days from the Commencement Date, the full Deposit amount is understood to have been forfeited by the Client and is considered reasonable to cover administrative costs, pre-allocated designer time, and lost opportunity to accommodate other clients.
11.2 Design Fees
Due to the nature of the Services and Deliverables, the Client cannot request a refund from the Service Provider where:
a) the Client has changed their mind
b) the Client’s personal or financial circumstances have changed
c) the reason for termination is outside of the Service Provider’s control; and/or
d) the Client insists on Services being performed in a way that is against their advice
Refunds will be offered in accordance with all applicable consumer protection laws. Where those laws do not already require a refund or other remedy, the Service Provider may, at its discretion, refund all or part of any fees the Client has paid. Nothing in this clause limits any statutory rights that cannot be excluded.
Where it is determined that a refund is due, the Service provider will organise prompt payment via:
a) the original payment method
e) third party payment provider Stripe or
f) as otherwise agreed between the parties.
Where a third-party processor is required for the transaction, the Client acknowledges and agrees that transaction/processing fees may be deducted from the refund amount.
11.3 Post-Refund Obligations
a) Where the Client receives a refund either directly from the Service Provider or via a
Chargeback the Client acknowledges, agrees and accepts that they will:i. destroy all electronic copies of any Intellectual Property issued to the Client by the Service Provider during the Term of the Agreement and provide written confirmation
to ewa@tablelandsinteriordesign.com.au once completed andii. not use any Intellectual Property of the Service Provider for any purpose.
b) Where the Client does not comply with clause 9.5 the Service Provider is entitled to recover the fees refunded through a formal debt recovery process including any interest on the outstanding amount and seek further legal remedies, where appropriate.
c) For the purposes of these Terms, "Chargeback" means the reversal of a payment in response to a request that a customer files directly with their issuing bank
or payment network provider.
11.4 Purchased Items
Whereas the Service Provider has ordered the accurate item, colour and dimensions
as approved by the Client, the Service Provider cannot take responsibility for or offer refunds for change of mind once goods have been paid for. If there are defects or
faults with the purchased items, the Client may be able to seek remedies directly
from the manufacturer/supplier in accordance with Australian Consumer Laws.
Please note that natural variations and tolerances will often not be covered under
the supplier’s warranty.