Terms & Conditions

TERMS AND CONDITIONS
 
1.     This Agreement sets out the terms and conditions on which Lennon House of 6 Drift Lane (we/us/our) provides services to you (you/your) in relation to the Services referred to in the Quotation addressed to you and accompanying these terms and conditions.
 
2.     Unless you or we enter into a separate agreement in relation to future services, this Agreement also governs any other Quotation for those future Services.  By accepting the Quotation, you agree to these terms and conditions.
 
3.     This Agreement is intended to create clarity and consistency for the mutual benefit of both parties.
 
4.     It is your responsibility to read and understand these terms and conditions and let us know if you have any questions.
 

DEFINITIONS
 
5.     In this document, these terms have the following meanings:
a.     Agreement means the terms and conditions set out in this document including any Quotations provided by us to you.
b.     Business Day means a day other than a Saturday, Sunday, bank holiday or public holiday on which registered banks are open for business.
c.     Client Supplied Material means all text, graphics, photos, designs, imagery and other information or materials you give us so that we can complete the Services.
d.     Confidential Information means all information about our business that we have or may give to you in the course of providing the Services. This includes any initial concepts, proposals, pricing structure, supplier lists, planning sheets, strategy documents presented to you but not selected by you for development, any preliminary concepts, concepts created by us but not ultimately included as part of the Services, expect for where the information is already in the public domain.
e.     Consultation means the services provided by us to you in relation to initial consultation(s). 
f.      Consultation Fee means an invoice which relates to the initial consultation.
g.     Expenses means our out-of-pocket expenses.
h.     Fees means any amounts payable to us in respect of the Services.
i.       Furniture Procurement Services means procurement services in connection with fixtures, furniture, and soft furnishings.
j.       Furniture Procurement Fee means the fee structure for the fixtures, furniture and soft furnishings as set out in the Quotation.
k.     GST means the goods and services tax chargeable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
l.       Work means any vision boards, mood boards, style guides, renovation guides, surveys, concepts, plans, cabinetry designs, 3D rendered images, visual work, photographs, other graphic work, literary work, text, film, or other work you get as part of the Services.
m.    Hourly Rates means the amount charged per hour for the Services. 
n.     Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name, confidential information, and trade secrets. It includes plans, presentations, and compilations in the form of mood boards.
o.     Merchant Fees means the fee which we are charged to process secure Credit card, Debit card, Pin Payments and PayPal payments.
p.     Pre-Existing Intellectual Property means, in relation to Services, any Intellectual Property of a party that existed before the date on which the relevant Quotation is accepted by you.
q.     Property means the property that is the subject of the Services and as identified in the Quotation.
r.      Quotation means a written quotation, estimate, proposal, schedule, tender for the provision of Services, including as a minimum our professional services fees for the Services, whether those fees are a fixed project cost or charged on a time and materials basis, and where relevant a payment schedule for Fees.
s.     Services means the specific services set out in the relevant Quotation.
t.      Territory means Victoria.
 

PROVISION OF SERVICES
 
6.     When you accept a Quotation and pay a deposit, you acknowledge and agree that these terms and conditions will apply. The commencement date of the Services will be mutually agreed between us once you have formally consented to the design proposal.
 
7.     The Services will be provided with reasonable skill, care, and diligence. 
 
8.     Unless agreed otherwise in writing, by accepting a Quotation, you authorise us to act and communicate on your behalf with other parties in relation to the Services. This is particularly relevant when the scope of Services includes administration of a builder’s contract and ordering furniture and related items for the project.
 
9.     We may visit your property from time to time for inspection purposes to satisfy ourselves that the quality of finishes, fixtures and fittings are generally in accordance with the intended design. The number of visits will depend on the scope and nature of the Services.
10.   We warrant that we will not make any material alteration to, addition to or omission from the approved design without your prior written consent, unless an urgent matter arises during construction necessitating such alteration, addition or omission, in which case we will promptly notify you about it.
 

DISCLAIMER
 
11.   The extent of our Services is limited to interior design services. Our services do not include contractor services, landscape design, or architecture. We do not provide legal, compliance, architectural, construction, engineering, or structural advice. While we may provide information in relation to these areas, this would be general in nature. We recommend you seek out trade-specific advice for your individual circumstances. It is your responsibility to ensure you comply with all legislation. We will not be held liable for any loss, claims or damages if you chose to rely on our general advice.
 
12.   We wish to highlight that designs at the conceptual and design development stages are conceptual and are for reference purposes only and hence not intended to be relied upon for construction or building work. All measurements are approximate. We will not be liable for any claims, loss, or damage if you rely on these drawings for construction or building work.
 
13.   As we are not quantity surveyors, we are not responsible for estimating and monitoring construction costs. While we do our best to manage the project costs, we cannot be held liable for any discrepancies between your expected budget and the quotes submitted by other contractors.
 

YOUR RESPONSIBILITIES
 
14.   You must authorise and nominate a representative or a primary point of contact who will liaise with us on your behalf. The said representative must be present at all meetings and is responsible for approval on directives and from whom we will seek directions and feedback. Their decisions and/or approvals will be binding on you. All those who are not the representative will still be required to provide their contact details.
 
15.   You may authorise and nominate multiple representatives – however, each and every representative will need to meet the aforementioned responsibilities. For example, every representative will need to provide their approval for a direction to proceed.
 
 
16.   Our Services are provided on the basis that you comply with any guidelines that we furnish from time to time.
 
17.   You must provide us with all instructions and materials that we need to provide the Services, including any budgetary limitations, Client Supplied Material as and when required.
 
18.   For the purposes of record keeping, we prefer that you communicate with us via email.
 
19.   Unless agreed otherwise in writing, you will be responsible for seeking relevant permits and permissions from your council and/or relevant authorities for the Property that is the subject of the Services. You must procure the relevant permits and permissions before the Services commence. 
 
20.   You agree to review our work, provide feedback, and give final approvals in a timely manner (ideally within 3 Business Days).
 
21.   You must grant us reasonable access to the Property during ordinary business hours.
 
22.   If you wish to modify the scope of the Services at any stage, you must notify us of the changes sought as soon as possible.  We will be entitled to charge for the additional work on a time and materials basis.
 
 
TIMINGS
 
23.   All turnaround times specified in the Quotation are estimates. While we will use all reasonable endeavours to meet turnaround times, this may not always be possible due to scheduling and workloads or reasons outside our control.
 
24.   If you miss a feedback or approval deadline, you acknowledge that the completion date may be affected.
 
25.   If the Services are temporarily suspended for any reason, you must provide us with a date from when the Services can be continued within 14 Business Days from the day the Services are suspended.  If you cannot provide us with a continuation date, then we will recommence the Services on a date that suits us. 
 
26.   If the Services are suspended for more than 30 days, a recommencement fee may be charged at our discretion (‘Recommencement Fee’). The Recommencement Fee covers the Designers for lost revenue from work that was either turned away or postponed, and time required to restart the project once directed by the client (including review of documents, reacquaintance with the project, reallocation, requoting and checking stock).
 

PROCUREMENT
 
27.   Our Services may include Furniture Procurement Services.
 
28.   If you engage us for Furniture Procurement Services, then we will seek quotes from our network of suppliers, vendors and manufacturers for fittings, materials, furniture, and soft furnishings. If we have access to trade discount with the supplier and/or manufacturers, it is at our sole discretion whether we pass some or all of that trade discount to you.  Trade discounts are not fixed by us.
 
29.   All quotes and invoices for goods will be valid for 30 Business Days.  You will be liable for the delivery costs and any additional fees levied by the supplier, vendor and/or manufacturer. You agree to pay for the goods according to the payment terms set out in the Quotation or as otherwise notified. Please note that the prices and availability of goods may change any time. We do not have any control over them and that you will need to pay for any price increases. 
 
30.   Lead times for goods vary from organisation to organisation. We will advise you of the delivery and installation dates at the time of placing orders (these will be estimates). There may be delays in delivering your goods due to unforeseen circumstances and circumstances out of our control. You acknowledge and agree that we cannot be held liable for such delays.
 
31.   If for any reason you are unable to receive the delivery, we can help arrange storage. We will quote you separately for this. Please advise us at least 10 Business Days before the delivery date if you cannot receive the delivery.
 
32.    Should you choose to purchase goods directly from the supplier, we cannot be held liable for any faults or discrepancies, delays, or inconsistencies.
 
33.   Once you accept a quote from furniture or other designers, returns or cancellations or refunds for change of mind may not be possible, especially for custom made products. Each supplier, vendor and/or manufacturer has their own refund and cancellation policy. You will be still liable for our fees. If the vendor, supplier and/or manufacturer cancels your order we cannot be held liable.
 
34.   You will be responsible for inspecting the items for any faults or defects upon delivery. You must notify us, in writing, of any faults or defects within 48 hours of delivery. You acknowledge and agree that we may also inspect the item and if there is a fault, we will endeavour to rectify it as soon as possible.
 
35.   Risk and title in the goods are passed to you on delivery or upon pick up.
 
36.   We cannot guarantee that any of the items supplied by the designers are compliant with Australian Standards and relevant legislation as we rely on the manufacturer’s, vendor’s and suppliers’ specifications and warranties. Please contact the manufacturer, vendor and supplier regarding any concerns you may have. We will not be held liable for any loss, claims or damages if the furniture, soft furnishing items or any other product do not meet the Australian Standards and relevant legislation.
 
37.   You acknowledge and agree that we cannot be held liable if the vendor, supplier and/or manufacturer enter into liquidation and become insolvent, and you lose your deposit or payment for the goods as this is a factor beyond our control.
 

VARIATIONS
 
38.   All visual materials provided by the interior designer (including photographs, samples, renderings, mood boards, 3D Tours, virtual tours, animated walk-throughs and the like) are intended to convey the design concept and aesthetics of the proposed project. In other words, they are artistic representations and interpretations of the design concept there to assist you to “visualise” the proposed design but will not always depict the precise outcome. These materials are for “illustrative purposes” only.
 
You also acknowledge and accept that sometimes necessary changes or modifications will need to be made in the implementation phase which means that there are variations between the visual materials we give you and the final result (for example as a result of factors such as: space limitations, construction requirements, and availability of materials at the time).
 
39.   We wish to highlight that the colour of goods may change over time. This may happen due to exposure to sunlight, cleaning products used and changes in temperature. You acknowledge and agree that we will not be liable for colour changes and that if there are quality issues with the products these will be taken up with the supplier, not us. 
 
40.   It is important you are aware that there can be variations inherent to certain materials (such as marble, natural stone, engineered stone, timber, engineered timber, metals, copper plating, treated mirrors and specialist wall treatments). You acknowledge and agree that we will not be liable for any such variations.
 
41.   Furthermore, such variations inherent to materials may necessitate join lines to achieve the required dimensions of your final product. Joins can affect the overall appearance of the final product, and due to the unique variations of materials, matching of lines, veins, patterns and textures may not be possible and irregularities may not necessarily be avoidable. Please consider this carefully before finalising your order, and we strongly recommend viewing and considering the materials in person before finalising.
 
42.   Certain goods will age with time and use. This may happen due to exposure to sunlight, water, cleaning products, chemicals and/or acids. We ask that you familiarise yourself with the care instructions and follow the recommended instructions.
 

EXTERNAL SERVICE PROVIDERS
 
43.   Where we need to arrange for external service providers (such as surveyors, drafts people, tradesmen, joiners, builders, and carpenters), you must pay us at our Hourly Rates for liaising and managing those external service providers unless we have quoted you a fixed fee. The selection of the specific external service provider is your decision alone.  
 
44.   Where external service providers (such as surveyors and/or drafts people) provide dimensions, measurements, quotations  and associated documentation and reports, we will not be responsible for the accuracy of these provisions nor will we be liable for any loss that results from the inaccuracy of these provisions. You acknowledge and agree that, knowing our Services will ultimately rely on the accuracy of this information, this information must come directly from you or the external service provider to ensure it is correct.  
 
45.   We will act on your behalf to manage external service providers and you warrant that you will be responsible for any associated fees.
 
46.   If something goes wrong with an external service provider, for example, faulty workmanship, poor quality materials or changes to the scope of the work, for obvious reasons, we cannot be held responsible.
 
 
DEALING WITH ARCHITECTS
 
47.   If you have retained an architect for your property, we will follow the direction and lead of that architect.
 
48.   You acknowledge and agree that any direction and instruction provided by the architect will release us from all liability whatsoever in respect to that matter, save where the liability arises due to our fault, and that can be proven.  
 

PHOTOGRAPHY
 
49.   Unless agreed otherwise in writing, you agree that we can photograph the Property that is the subject of the Services and use the photographs for our promotional and marketing activities including providing images of our work to magazines.
 
50.   If you have any privacy concerns regarding photography, you must raise them with us as soon as possible and preferably prior to the commencement of the Services.
 
51.   We will arrange for our own photographer to photograph the Property. All Intellectual Property in the photographs will be owned by the photographer or us and you cannot share them without the prior written consent of the Intellectual Property owner. If consent has been provided, then you must credit us and the photographer every time you communicate the photographs to the public, including any online use.  
 

INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT
 
52.   Nothing in this Agreement affects the ownership of any rights in respect of each party’s Pre-Existing Intellectual Property.
 
53.   By providing any Client Supplied Material to us, you grant to us a licence to use that Client Supplied Material to the extent necessary to enable us to provide the Services.
 
54.   Unless otherwise agreed between the parties in writing, all Intellectual Property in Works and other materials created by us in the course of this Agreement or providing Services will vest absolutely in us.   
 
55.   Other than for payment of a Consultation Fee, upon us receiving full payment for an invoice, we grant to you a royalty-free, non-exclusive licence in the Territory to use all Intellectual Property in the Work that is the subject of that invoice. The Work will not be delivered as a native or vector file (working file) unless it is absolutely necessary and agreed to in writing. You and any related third parties cannot modify or alter the Work without our written permission. In other words, we own all Intellectual Property in Works and when you pay our invoice in full, only then you will be granted a non-exclusive, royalty-free licence to use the Works that are the subject of the invoice. This also means that you cannot use our work for any property other than the property to which the Services relate – that is, no secondary uses are permitted.               . 
 
56.   The royalty-free non-exclusive licence provided in clause 53 by us to you:
 
a.     is solely for your own use; and
b.     is limited to the particular purpose and in relation to the specific property for which the Works were originally provided to you.
 
57.   You acknowledge and agree that the licence provided to you is not an exclusive licence, and that therefore we may use the Works for other purposes, including for marketing and promotional purposes. 
 
58.   If you instruct us to proceed with a Consultation for you, but you do not retain us to provide the services, you agree that:

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a.  you will pay the Consultation Fee;

b.  until the Consultation Fee is paid the Consultation is confidential.

c.  we will remain the owner of all Intellectual Property in any materials created by us for the Consultation;

d.  you have no right to use or disclose ideas or concepts, or similar ideas or concepts as presented in the Consultation unless the Consultation Fee has been paid in full.

 
59.   We may, from time-to-time, release working files or tooling files to you for the purposes of review, approval, and progress reporting.  Unless otherwise agreed, you do not have the right to modify such files or to permit their use by third parties.
 
60.   You indemnify and agree to keep us indemnified against all liability, losses, costs, or expenses incurred by us in any way, directly or indirectly, connected with any breach of any Intellectual Property in any Client Supplied Material. In other words, you will bear the costs of any claims brought against us by a third party in relation to intellectual property materials supplied by you.
 

CONFIDENTIALITY
 
61.   You agree to keep the Confidential Information strictly confidential. You also agree to ensure that (to the best of your ability) your employees, independent contractors, agents, and any other persons acting or working on your behalf (such as volunteers) or any other third parties who may come in contact with material belonging to us, keep the Confidential Information strictly confidential.
 
62.   We also agree to keep all your personal information, such as your personal details and information about your family and lifestyle, private. This will involve ensuring (to the best of our ability) our employees, independent contractors, agents and any other persons acting or working on our behalf (such as volunteers) or any other third parties who may come in contact with your personal information, does not publicly share and keeps private your personal information. However, you acknowledge and agree that in certain circumstances we will need to share some of your personal details with external service providers in order to provide the Services, such as sharing addresses for furniture deliveries.
 
63.   You must:
·       only access and use the Confidential Information for the purpose of us providing the Services.
·       take all reasonable steps to maintain confidentiality of the Confidential Information;
·       ensure that proper and secure storage is provided for Confidential Information while in your possession or under your control;
·       take all precautions necessary to prevent disclosure of Confidential Information;
·       not use or attempt to use the Confidential Information in any manner which may injure or cause loss, either directly or indirectly;
·       take reasonable precautions to prevent any unauthorised use, disclosure, publication, or dissemination of Confidential Information; 
·       promptly notify us if you suspect, or become aware of, any loss or any unauthorised use, storage, copying or disclosure of the Confidential Information;
·       immediately take all steps necessary to prevent or stop, and comply with all our reasonable directions in respect of, suspected or actual breaches of this Agreement; and
·       if requested by us, immediately return to us, or destroy and delete all materials that contain Confidential Information.
 
This clause survives the termination of this Agreement.
 
64.   The return, destruction, deletion, erasure, or retention of Confidential Information does not relieve you from any of your other obligations under this Agreement.
 

PAYMENT
 
65.   Quotations are valid for acceptance for a period of 30 days from the date of issue.
 
66.   We accept payments via electronic funds transfer or cash. We will not accept payments via credit or debit card.  We will advise you of our preferred mode of payment before the Services commence. 
 
67.   You must pay the Fees according to the payment terms and structure detailed in the Quotation.
 
68.   If you are paying via EFT, then the bank details will be set out on the invoice. Payments will be considered as received the date they are cleared into the nominated bank account.
 
69.   You must pay each invoice within 7 days date of receipt of the invoice.  Payment of invoices on time is an essential term of this Agreement. 
 
70.   You must pay an additional amount to us that is equal to any GST payable on any supply under this Agreement.
 
71.   All payments to be made to us must be made in the full amount shown in each invoice, free of any deductions or withholdings, and without you exercising any right of set-off. 
 
72.   If an invoice is unpaid for more than 30 days after the due date for payment, then, without limiting our other rights, we may, at our discretion, suspend all Services until the payments are brought up to date.
 
73.   If you dispute any invoice or any part of it, you must notify us in writing within seven (7) days of receiving it with your reasons. We shall endeavour to resolve the dispute promptly with you. You must pay any undisputed amount in full on the due date. If we are unable to resolve the dispute of invoice, then both parties agree to follow the procedure set out under the Dispute Resolution clause of this Agreement. 
 
 
DISBURSEMENTS
 
74.   We estimate fees for our professional services are as set out in the relevant Quotations.  Our professional services do not include disbursements/out-of-pocket expenses including but not limited to costs associated with:
 
a.     courier fees;
b.     costs of any other third parties, such as tradesmen;
c.     parking;
d.     travel charges where travel and accommodation charges which have been authorised by you.
 
75.   If applicable and agreed to in writing, you will pay upfront for costs including travel and accommodation.
 

LIMITATION OF LIABILITY
 
76.   We will not be liable to you for any losses including loss of profits, loss of business opportunities, or loss of goodwill.
 
77.   To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, our aggregate liability under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach of contract or otherwise), shall not exceed the sum of all Fees paid to us in respect of the relevant Services giving rise to the liability.  In other words, our total and aggregate liability by loss suffered or sustained by you is limited to the Fees paid to us, unless the law says otherwise.
 

INDEMNITY
 
78.   You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:

a.     any information that is not accurate, up to date or complete or is misleading or a misrepresentation provided to us, our employees, contractors or agents;
b.     any breach of this Agreement by you, your employees, contractors or agents; or
c.     any claim by a third party that any use by us of information, works, material or Intellectual Property supplied by you infringes that third party’s rights in any way.

79.   You agree to cooperate with us (at your own expense) in the handling of disputes, complaints, investigations, or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations, or litigation that arises out of or relates to incorrect information we have given you or you have given to us. 
 
80.   The obligations under this clause will survive termination of this Agreement.
 

INSURANCE
 
81.   If applicable, you warrant that you have insurance (including but not limited to home and contents and public liability) for the property that is the subject of the Services referred to in the Quotation.
 
82.   We warrant that we hold appropriate professional indemnity and public liability insurances. Certificates of Currency shall be provided upon request.
 

DISPUTE RESOLUTION
 
83.   If there is a dispute between the parties in relation to any matter connected with this Agreement or a project, the parties must meet in good faith to seek to resolve the dispute by agreement between them. 
 
84.   If the parties cannot resolve the dispute amicably, then the dispute will be submitted to arbitration in accordance with the Commercial Arbitration Act 1984. The arbitration will be nominated by the Design Institute of Australia or the Royal Australian Institute of Architects.
 
85.   The parties agree to follow this procedure before resorting to any legal proceedings.

 
TERMINATION
 
86.   A party may terminate this Agreement by giving 30 Business Days written notice if:
 
a.     the other party is in default in the performance of any of its obligations under this Agreement and the default is not capable of being remedied, or if the default is capable of being remedied the other party fails to remedy the default within 10 Business Days of notice by the first party specifying the default; or
b.     the other party ceases to carry on business, ceases to be able to pay its debts as they become due including poor payment history, enters into a compromise with its creditors, goes into liquidation, or a receiver and manager or statutory receiver is appointed, or any analogous event occurs.
 
87.   In the event of termination of this Agreement:
 
a.     We will return to you all Client Supplied Material;
b.     We may retain any amounts paid to us that have been invoiced for;
c.     You must reimburse us for any costs (including any handling or administration fees) that have been incurred by us up to the date of termination; and
d.     You must pay us for work completed up to the date of termination but not yet invoiced. 
 
88.   Courteous and respectful behaviour is expected from all parties. If a party behaves in a rude or intimidating manner with the other party or its agents, then the other party has the right to terminate this Agreement immediately.
 
89.   This Agreement may be terminated immediately by notice in writing to you if you are in breach of a material obligation under this Agreement and fail to rectify that breach within 30 days of receipt of notice from us. 
 
90.   If you decided to terminate this Agreement after formally consenting to the design proposal, we have a right to retain the deposit. 
 
 
GENERAL
 
91.   By asking us to provide Services, you will be bound by this Agreement, regardless of whether you have signed it or not and you will be deemed to have read and understood its contents.  
 
92.   Each party warrants to the other that it has the power and authority to enter into this Agreement and the obligations contemplated by it.
 
93.   Each party enters into this Agreement as an independent contractor. Nothing in this Agreement creates, constitutes or evidences any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties.
 
94.   This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
 
95.   Any modification to or variation of this Agreement, including a Quotation, must be in writing.
 
96.   If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Agreement will remain in full force and effect.
 
97.   This Agreement shall be construed in accordance with and governed by the laws in force in the State of Victoria, Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia.