Digital Services Agreement
This Agreement is between NJR STUDIO LTD CRN 15924904 trading as Harmony House Design (Harmony House Design) and the Client purchasing the Services (Client).
IT IS AGREED AS FOLLOWS:
1. ACCEPTANCE
This Agreement includes any schedules, annexures and attachments relating to this Agreement that are provided with this Agreement, or separately, which also form part of this Agreement. By proceeding with payment for the Services, the Client will be deemed to have read, understood, accepted, and be bound by the terms and conditions contained in this Agreement, and that this digital version is the sole requirement for this Agreement to be binding on the parties. The Client acknowledges and agrees that if they do not accept these terms and conditions, they must not proceed with the Services.
2. DEFINITIONS
In this Agreement, unless expressed or implied to the contrary:
Additional Services means any services provided to the Client that were not originally contemplated or indicated in the original Proposal and/or which were added to the scope of Services, or which form part of a customised package.
Approved Purpose means the purpose of the Client receiving the benefit of the Services provided under this Agreement.
Business means the interior business of Harmony House Design and includes any business carried under any brand name associated with Harmony House Design, or by any subsidiary or any associated entity of Harmony House Design.
Business Hours means Monday-Friday 9am-5pm GMT, provided it is not a public holiday in the United Kingdom.
Client includes any person or organisation (or representative of any person or organisation) who is the named recipient of the Services.
Client Content means any content owned or held by the Client, which is relevant to the Services.
Client Process means the questionnaire or any required documentation the Client must complete for the provision of the Services and within the time frame specified in the Proposal.
Client System means any computer or other technology system owned or operated by the Client, which is relevant to the Services.
Communication Policy means preferably emails or SMS messages during Business Hours only unless there is an urgent matter or emergency in which case Harmony House Design will respond as soon as practicable.
Confidential Information means any and all confidential information, including without limitation any and all technical, financial, commercial, trade secrets, know how or other information, data, or material (howsoever recorded, preserved, or disclosed), prior to or preceding the Agreement, which would reasonably be considered to be confidential having regard to all the circumstances of the disclosure.
Data Protection Laws means all applicable laws relating to the processing of Personal Data, including the General Data Protection Regulation, Regulation (EU)2016/679, the Data Protection Act 2018 (UK) (incorporating the UK GDPR) and any other applicable privacy and data protection laws of the EU and the United Kingdom as amended from time to time.
Deposit means, as applicable, the deposit amount (if any) for the Services stipulated on the Website or otherwise advised by Harmony House Design.
Design Materials means all materials that exist at the beginning of the Services, in whatever form, including but not limited to documents, specifications, reports, products, information, data, drawings, renders, mood boards, graphics, images, video or sound recordings, and all materials that are created or written, and provided in connection with, or otherwise brought into existence by or on behalf of Harmony House Design during the provision of the Services for the purposes of the Project, including all design work and drawings with respect to or provided as part of the Services.
Direction includes agreement, approval, authorisation, certificate, decision, demand, determination, explanation, instruction, notice, order, permission, rejection, request and requirement.
Fee or Fees means the amount or amounts paid or payable by the Client for or with respect to the Services stipulated on the Website and set out in any invoices subsequently issued which may be fixed and/or based on Hourly Rates.
Hourly Rate means any applicable hourly rate for time billed Services pursuant to the relevant work undertaken and, if applicable, the person carrying out the work, as provided under this Agreement, stipulated on the Website or otherwise agreed between the parties.
Intellectual Property means all existing or future intellectual property including but not limited to rights anywhere in the world including any invention, patent, utility model right, copyright and related right, trade mark, trade name, internet domain name, design right, design, service mark, database right, topography right, right in get-up, right in goodwill or to sue for passing off and any other right of a similar nature whether registered (or capable of registration), and the right to apply for any of these.
Personal Data has the meaning given in applicable Data Protection Laws from time to time.
Privacy Policy means the privacy policy accessible on the Website, as updated from time to time.
Scope of Services means the services included in the E-Design or other packages as described and set out in the Proposal.
Services means the services in the package and set out on the Website and delivered digitally.
Site means the room or property identified as the location for the intention of the E-Design Services.
Website means www.harmonyhousedesign.com
Work or Works means any installation, building, construction, or other specialist works that have flowed from, or relate to, the E-Design Services.
3. SERVICES
3.1 Provision of Services
(a) The Client acknowledges and agrees the Services will be delivered digitally, which may include any combination of email, video and voice conferencing, telephone and any software programme Harmony House Design uses from time to time.
(b) Harmony House Design will do all things reasonably required to ensure that the Services are performed with due care, skill, and diligence, in a professional and ethical manner, within the scope of their expertise, consistent with the agreed time periods, and to the Client’s reasonable satisfaction.
(c) The Client agrees where they vary any agreed initial package or Harmony House Design is engaged for additional Services (including consultations or in-person services), additional Fees will apply.
(d) The Client acknowledges and agrees they are only entitled to the number of revisions of the Services as indicated in the Services, and that any additional revisions or changes that may be agreed to by Harmony House Design will incur additional Fees.
(e) If the Client proposes any variation to the Services Harmony House Design shall advise the Client whether the proposed variation can be reasonably implemented and the anticipated effect the proposed variation will have on the outcome, Fees and timeframes. Where the proposed variation is agreed, the Client accepts and agrees to any associated changes, delays and costs.
(f) The Client acknowledges that the Client is familiar with Harmony House Design’s portfolio of services and Harmony House Design’s creative capabilities and style, and that the Services will be delivered in accordance with Harmony House Design’s creative discretion.
(g) The Client acknowledges and agrees that the Services are for proof-of-concept purposes to set forth design intent only. They are not to be used for engineering, structural, mechanical or construction purposes. All technical drawings with accurate check measures, dimensions, and size designations are subject to verification and specifications provided by licenced experts and qualified tradespersons.
(h) Harmony House Design makes no guarantees that any finished product will be identical to the Design Materials, or in relation to any works that may follow.
(i) The Client acknowledges that where Harmony House Design has not attended the Site, or any rooms or spaces within the Site, for which the Services are intended, Harmony House Design is providing the Services based solely on the information provided by the Client.
(j) The Client agrees that they are fully responsible for all errors, defects, and faults (and rectification thereof) after approving and signing off the Design Materials and that Harmony House Design shall be held harmless for relying on the accuracy of all information including measurements provided by or on behalf of the Client in preparing the Design Materials, and for their change of mind, or incorrect choices with respect to any aspect of the Services or Design Materials.
(k) Harmony House Design will not be liable for any incorrect or incomplete information provided by or on behalf of the Client including information with regards to floorplans or any restrictive access that may hinder the specifications for or sizing of any furniture, artwork, decorative items, or other goods, and any failure by the Client to consider or advise dimensions of doorways and stairways.
(l) The Client acknowledges and agrees that all representations, recommendations, and referrals made by Harmony House Design are made in good faith, but that Harmony House Design makes no warranties as to the suitability or reliability of any third-party suppliers, contractors or products, nor gives any guarantees as to the outcome or quality of the goods or Services.
3.2 Client Obligations
(a) The Client will be responsible for ensuring that they have the necessary computer hardware, software, and internet required for the provision of the Services. Harmony House Design accepts no liability with regards to transmission, delay, or inability to access the Services with the Client’s equipment, digital mediums, or telecommunications operators.
(b) The Client agrees to provide access to the Client System as reasonably required by Harmony House Design to provide the Services.
(c) The Client is responsible for completing the Client Process, providing all information and materials required by Harmony House Design to provide the Services which may include:
(i) images and photographs of the rooms and spaces for which they require Services;
(ii) details, including photographs and dimensions, of any furniture, artwork, decorative items, or other goods they wish to be incorporated in the Design Materials for any rooms or spaces;
(iii) a current scaled floorplan of the Site with accurate measurements and dimensions; and/or
(iv) any other information required or requested by Harmony House Design for the provision of the Services.
(d) The Client agrees to respect Harmony House Design ‘s Communication Policy, cooperate with Harmony House Design, provide clear and reasonable Direction, instruction, and guidance, review and approve the Design Materials, and respond to communication in a timely manner or within any time periods reasonably required by Harmony House Design.
4. ORDERING AND PURCHASES
4.1 Products & Materials
The Client acknowledges and agrees that:
(a) any digital samples of products, finishes, fittings, fixtures and/or materials product images or colours provided by Harmony House Design are a guide and indicative only and that they may not be a true or complete representation of the product;
(b) changes in natural and other materials used in the Project, such as wood, lacquer, glass, fabric, gyprock, stone, marble, or leather may occur over time. Therefore there may be variations in tones or slight differences in their colour and/or appearance in the completed Project or any works; and
(c) Harmony House Design is not responsible to analyse, endorse or verify any materials, fixtures, fittings, items or designs of third-party suppliers, whether sourced by Harmony House Design or the Client.
(d) the Client is responsible for ordering any samples required for the purpose of surety. Harmony House Design will not be held liable for any discrepancies in the suppliers’ product specifications.
4.2 Quotes and Lead Times
(a) As part of the Services, Harmony House Design may provide the Client with a shopping or purchase list with a selection of goods (which may be comprised in one or more product quotes) specifying goods for purchase from specific suppliers. Harmony House Design will take all reasonable steps to specify goods that are available at the time but does not guarantee the availability of any goods.
(b) The Client acknowledges Harmony House Design may charge additional Fees for change of mind, revised shopping or purchase lists, requests for alternative products, suppliers, or where goods in the shopping or purchase list are found to be unavailable due to delays in the Client placing orders.
(c) All lead times are listed at the time of presenting the quotation and are as accurate as possible. Whilst Harmony House Design endeavours to meet anticipated lead times Harmony House Design will not be responsible for changes in lead times where delays occur due to circumstances outside their control or due to delays in placing orders or availability.
(d) Harmony House Design may include affiliate products for purchase. The Client acknowledges and agrees that it remains their personal responsibility to investigate whether any affiliate offers are right for the Client, and that they will not rely on any recommendation, reference, or information provided by Harmony House Design, and they must rely upon their own research in deciding whether to purchase any such goods or Services.
4.3 Orders and Purchases
(a) The Client is responsible for placing all orders for the purchase of goods and all deliveries in relation to their purchases.
(b) The Client accepts all risk and responsibility for the goods upon placement of an order for the goods and agrees that any orders that are not fulfilled are the responsibility of the supplier.
(c) The Client acknowledges that a failure to pay the deposits or invoices for the purchase of goods may cause delay to the completion of the Services and/or have other consequences for which Harmony House Design will not be liable.
(d) The Client acknowledges that warranties on all goods and Services provided by third parties are determined by the supplier of the goods or Services or in accordance with the standard statutory warranties applicable.
(e) All requirements for the return, repair, exchange, or refund of any purchased goods are the responsibility of the Client, and the liability of the supplier. The Client agrees Harmony House Design is under no obligation to assist the Client in these circumstances.
(f) The Client acknowledges and agrees Harmony House Design is not liable or responsible for any costs, expenses, loss, or claims incurred by the Client as a result of, or in connection with, any third-party supplier becoming insolvent, bankrupt, or going into liquidation, including any monies paid to them by the Client or by Harmony House Design on behalf of the Client.
(g) The Client agrees Harmony House Design is entitled to charge a procurement Fee or earn a commission, affiliate payment or mark-up goods any wholesale or outsourced goods, on any purchases in shopping or purchase lists and/or product quotes and is not obligated to disclose or pass on any trade discounts to the Client but may at their sole discretion.
5. PAYMENT
5.1 Fees and Expenses
(a) The Client agrees to pay upfront prior to the commencement of the provision of the Services and/or at the times advised by Harmony House Design as set out in the Services, or otherwise:
(i) the Deposit (if any);
(ii) the Fee for any consultation;
(iii) all other Fees for the Services;
(iv) any merchant fees or surcharges on credit cards, currency conversions or EFTs; and
(v) all additional Fees, expenses and amounts payable for additional Services, and any other items.
(b) Harmony House Design shall be under no obligation to commence the Services until all Fees and amounts required to be paid upfront are received by Harmony House Design.
(c) The Client agrees that where any Services are charged on a time basis, the applicable Hourly Rate applies unless otherwise advised by Harmony House Design prior to the delivery of the Services by Harmony House Design.
(d) The Client agrees to pay all correctly rendered invoices issued by Harmony House Design by the due date, including Value Added Tax (VAT) where applicable.
(e) Unless otherwise indicated all Fees are exclusive of VAT. Where VAT is payable in respect of any goods or Services provided under or in relation to this Agreement, the Client must pay to Harmony House Design an amount equal to the VAT payable on the goods or services (VAT Amount). The VAT Amount is payable by the Client in addition to, and at the same time as, any consideration for the goods or Services.
(f) If the Client disputes any invoice issued under this Clause 5.1
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600390038003500330033003700330037000000
, the Client must notify Harmony House Design of the amount in dispute and the reason for the dispute by the invoice due date and pay any amounts not in dispute until the dispute is resolved.
(g) Where any invoice is not paid by the due date, Harmony House Design may cease or suspend the provision of the Services at their sole discretion until payment is received in full. Harmony House Design shall not be obliged to release the Design Materials unless and until Harmony House Design has received full payment of the Fees for the Project and all other amounts payable under this Agreement.
(h) Harmony House Design reserves the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 (UK) on all amounts outstanding from the invoice due date until the date payment is made, or for any reason this is not applicable, to charge interest on the overdue amounts at six percent (6%) over the Bank of England Base Rate.
5.2 Cancellations and Refunds
(a) All Services provided under this Agreement are non-refundable. The Client agrees that if they cancel the Services or any part of them, they remain liable for the full Fees for the Project including all additional Fees and other amounts payable, as invoiced and no refunds shall be given for any Fees.
(b) Any requests by the Client for refunds must be detailed in writing and will only be considered when options for rescheduling or replacements have been exhausted pursuant to the Consumer Rights Act 2015 (UK).
(c) If Harmony House Design is forced to cancel the Service(s) for any reason other than an event of force majeure, the Client will be entitled to a refund of Fees already paid (if any) for any Service(s) that have not been provided.
(d) The termination or conclusion of this Agreement does not affect or effect any release of any accrued rights or remedies of a party in respect of events, acts or omissions that occurred prior to the termination or conclusion of this Agreement.
(e) Harmony House Design will not be liable for any losses, costs and/or expenses incurred or sustained by the Client as a result of any cancellation of the Services.
(f) Upon cancellation of the Services for any reason and at any time each party must on request of the other party, immediately destroy or return to the other party all confidential information and intellectual property of the other party.
5.3 Cooling-Off Period
(a) If required by the Consumer Rights Act 2015 (UK), where this Agreement is not executed in person, the Client will have a statutory “Cooling Off” Period of fourteen (14) days (or any other period as prescribed under the Consumer Rights Act 2015 (UK)) (Cooling-Off Period) from which the Client can cancel the Services under this Agreement for any reason. The Cooling-Off Period commences upon the Client signing this Agreement. The Client must notify Harmony House Design prior to the expiration of the Cooling-Off Period if the Client wishes to terminate the Agreement in accordance with this clause.
(b) If the Client requires the Services to commence within the Cooling-Off Period, the Client must make an express request for Harmony House Design to commence the Services within the Cooling-Off Period, in writing.
(c) If the Client makes a request in accordance with Clause 5.3(b) the Client acknowledges and agrees that:
(i) the Client will lose their right to cancel the Services if the Services are completed within the Cooling-Off Period; and
(i) if Harmony House Design has begun providing the Services and the Client subsequently exercises its rights to cancel the Services during the Cooling-Off Period, the Client must pay Harmony House Design for the Services which have been provided up to the point at which the Client exercises their right to terminate the Agreement.
6. CONFIDENTIAL INFORMATION AND DATA PROTECTION
6.1 Obligations with Respect to Confidential Information
A recipient of Confidential Information:
(a) may use Confidential Information of the discloser only for the purposes of this Agreement;
(b) must keep confidential all Confidential Information of the discloser except:
(i) for disclosures permitted under this Clause 6
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003700360039000000
; and
(ii) to the extent (if any) the recipient is required by law to disclose such Confidential Information; and
(c) must destroy or return all Confidential Information immediately upon request.
6.2 Data Protection
(a) The parties agree to comply with all requirements and obligations pursuant to the Data
Protection Laws, which regulate the processing and/or transfer of Personal Data, outlined in Harmony House Design’s Privacy Policy, as applicable to this Agreement. The Client agrees they are responsible to ensure they read, understand and agree to Harmony House Design’s Privacy Policy and may request a copy of or seek any clarifications from Harmony House Design as required.
7. INTELLECTUAL PROPERTY
(a) The Client acknowledges Harmony House Design owns all Intellectual Property rights in the Design Materials.
(b) Upon Harmony House Design receiving full payment of the Fees for the Project and all other expenses and amounts payable under this Agreement and Harmony House Design releasing the Design Materials, Harmony House Design grants the Client a royalty-free, exclusive licence to use the Design Materials strictly for the Approved Purpose and Project but without any right to grant a sub-licence, assign the licence or re-sell, share or commercially exploit the Design Materials.
(c) The Client acknowledges this licence does not include access to the original CAD files, unless the CAD files are purchased outright by the Client for a Fee, as determined by Harmony House Design.
(d) The Client will attribute Harmony House Design as the correct author of the Design Materials.
(e) The Client consents to Harmony House Design using the Design Materials, and subject to approval, any images provided by the Client, for the purpose of “before and after” comparisons, for publication on social media, or for other promotional and inspirational purposes, provided the Client’s privacy is maintained (to the extent names and specific locations are withheld), and agrees to release and hold harmless Harmony House Design from liability for any claims in connection with the foregoing.
8. LIABILITY
8.1 Liability of Harmony House Design
To the maximum extent permitted by law;
(a) Harmony House Design, its officers, employees, affiliates, agents, and subcontractors shall not be liable, whether in contract, tort, equity, under statute, or otherwise for any:
(i) loss or damage arising from, or in connection with, the Services;
(ii) loss or damage arising from, or in connection with, the Client’s failure to provide Client Content or approve the Design Materials within a reasonable time, or failure to use any of the Services, or for any other claim related in any way to the Client’s use of or reliance on the Services or the Design Materials, platforms, and/or content or designs or drawings of Harmony House Design, including, but not limited to, any errors or omissions, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services, or any consequences which result from or relate to any alterations made by or on behalf of the Client by any third-party to the approved and signed off Design Materials; and
(iii) loss of profit, revenue, goodwill, chance, contract, or opportunity, special or punitive damages, and any other indirect or consequential loss howsoever arising under or in connection with this Agreement; and
(b) the total liability of Harmony House Design whether in contract, tort, equity, under statute, or otherwise under or in connection with this Agreement is limited to an amount equal to the Fees received by Harmony House Design under this Agreement, and in any event shall not exceed the available proceeds of the professional indemnity and/or public liability insurance coverage of Harmony House Design at the relevant time.
8.2 CONSUMER RIGHTS
Nothing in this Agreement is intended to limit any guarantees or warranties implied under the Consumer Rights Act 2015 (UK), Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (UK) or any other applicable consumer legislation that may apply to the Services and that cannot be excluded. If any provision of this Agreement is void under the Consumer Rights Act 2015 (UK), Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (UK) or any other applicable consumer legislation then Harmony House Design’s liability is limited to Harmony House Design’s obligations under the applicable law to provide a remedy.
9. DISPUTE RESOLUTION
Each party must use their reasonable endeavours to resolve all disputes through negotiation. If the dispute cannot be resolved through negotiation between the parties within twenty-one (21) days of the dispute arising, either party may commence mediation or other proceedings.
10. GENERAL
10.1 Compliance
(a) The parties agree they will not, engage in any activity, practice, or conduct that would constitute a breach of or an offence under any applicable anti-bribery and corruption laws and regulations, including the Bribery Act 2010 (UK), applicable to the jurisdiction of this Agreement.
(b) The parties agree they will comply with the Modern Slavery Act 2015 (UK) and that neither it nor any of its officers, employees, agents, or subcontractors has committed an offence under these regulations (“MSA Offence”) or is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution.
10.2 Third Party Rights
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of this Agreement.
10.3 Severability
If any provision or part of this Agreement is void or unenforceable for any reason, then that provision or part will be severed from this Agreement and the rest of this Agreement shall be read as far as possible as if the severed provision or part had never existed.
10.4 Entire Agreement and Variation
The parties agree that this Agreement is the entire Agreement between Harmony House Design and the Client in respect of this arrangement and supersedes any other communication or understandings (whether written or oral) between Harmony House Design and the Client in that regard. Any changes to this Agreement must be agreed in writing between Harmony House Design and the Client prior to the changes coming into effect.
10.5 Governing Law
This Agreement is governed by the laws of the United Kingdom, and all disputes relating to or arising in connection with this Agreement shall be resolved in accordance with, the laws of the United Kingdom, and the parties irrevocably agree to submit to the non-exclusive jurisdiction of the courts of those courts.
10.6 Survivorship
Clauses 1
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003700390035000000
, 2
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003700390037000000
, 6
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003700360039000000
, 7
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003800300035000000
, 8
08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600360032003800320032003800300038000000
and 10 survive any expiration or termination of this Agreement and will have effect for the benefit of the parties.
10.7 Precedence
In the event of any inconsistency or conflict between the documents comprising this Agreement, the order of precedence shall apply to the extent of that inconsistency or conflict as follows; the clauses of this Agreement; and any schedules, attachments that are provided with this Agreement, or separately.
LEVY & W. IS AN INCORPORATED LEGAL PRACTICE ACN 622 416 488 | LEVYW.COM
Liability limited by a scheme approved under Professional Standards Legislation.
© THIS DIGITAL DOCUMENT IS SUBJECT TO COPYRIGHT.
UNAUTHORISED USE, MODIFICATION, REPRODUCTION, TRANSFER OR PART THEREOF, IS STRICTLY PROHIBITED.
