TERMS & CONDITIONS OF VIRTUAL DESIGN SERVICES

I. PROJECT SCOPE

A. 

The project area to be designed is/are the room(s)/space(s) described by the Client in the initial intake questionnaire and any other areas as agreed in writing in any future communications and paid per the fee schedule.

II. BUDGET

A. 

The estimated budget for merchandise includes furniture, furnishings, fixtures, wall coverings, floor coverings, window treatments, hardware, fixtures, decorative accessories, and finish materials (the "Merchandise"). The budget is to be provided by the Client before the Designer can begin design services.

B.

Installation services, such as painting, upholstering, installation of Merchandise and the like ("Decorative Installations") are not included in the merchandise budget and are the responsibility of the Client.

C.

Designer will work in good faith to select Merchandise within the stated budget. However, in light of any unforeseen circumstances outside of the Designer's control, such as increases in vendor's prices, shipping, etcetera. Designer cannot guarantee that final Merchandise costs will not exceed the budget.

D.

Any changes in the budget once the work is underway that require revisions to the design may result in additional design fees. Client is responsible to communicate any changes in budget to the Designer in writing.

III. DOCUMENTATION OF EXISTING CONDITIONS

A. 

Client is responsible to provide measurements and photographs of the existing space(s) during the Project Initiation Phase. Information is to be provided according to "How to Measure Your Space" instructions, including width and height of all entry or delivery pathways such as elevators, stairways, doors, or corridors.

B.

The Designer will rely upon the accuracy of any existing documents, dimensions, and photographs of existing conditions within the area of work, as provided by the Client. Designer will prepare drawings of the existing layout based upon this information. 

C.

Designer is not responsible for any errors or omissions in dimensions, images, or related information regarding the existing conditions. 

IV. SCOPE OF DESIGN SERVICES

A. 

This work is divided into three (3) phases: Concept, Schematic Design, and Design Development. These phases can begin only after the Project Initiation phase is complete.

B.

All of the drawings, specifications, plans, sketches, and other documents prepared by the Designer for the Project ("Design Documents") are conceptual in nature and intended to set forth design intent only. Designer does not and is unable to perform architectural, engineering, or construction services. Accordingly, (i) services do not include undertaking any responsibility for the design of or modification to any structural, heating, air conditioning, plumbing, electrical, ventilation, audio, video, or other mechanical systems installed or to be installed at the Project site; and (ii) Design Documents must not be used by Client/Owner or by any other person for architectural, engineering, or construction purposes. In addition, Designer makes no representations that any recommendations set forth in any Design Document will meet applicable code or regulatory requirements. 

C.

Imagery:

i.

Concept imagery ("mood board") will generally illustrate suggested design concepts, including color schemes and interior finishes.

ii.

Specific furniture, fixture, material, and equipment selections will be shown through a presentation of digital images.

D.

Drawings:

i.

Drawings will be schematic in nature and may not be sufficient for construction work that would require a building permit. The scope of services for Virtual Design are limited to non-structural elements.

ii.

Elevations, renderings, or other detailed drawings for detailing, custom millwork, cabinetry, or furnishings are not included in Virtual Design Services. Should the design require custom-built items, the design documents will be sufficient to provide design intent and the Client will be responsible to identify and contract with a millworker of furniture builder to have the items made. Virtual Design services do not include additional instructions to or oversight of tradespersons or contractors hired by the Client. 

E.

Specifications:

i.

Designer will provide links to each piece of merchandise proposed in the design, for Client to purchase from the merchandise vendors.

ii.

iii.

Selected items may be available for purchase directly from Designer through Green Owl Design Boutique. 

All Merchandise sold directly to Client by Designer is subject to Designer's standard "Terms and Conditions of Sale of Merchandise," which is available upon request. 

V. PROCUREMENT (PURCHASING)

A. 

Procurement (purchasing) services are not provided by the Designer within the Virtual Design service.

B.

Client is responsible for placing orders, delivery tracking, coordination of receipt, storage, and delivery to the project sire (including by a third-party receiving warehouse, if required by the vendor's freight company), installation oversight, visual inspection for design conformance upon delivery to the site, and damage claims resolution.

C.

Client is responsible for Sales Taxes and Other Charges. All delivery, packing, crating, shipping, in-transit insurance, local delivery, hoisting, uncrating and installation charges, sales taxes, excise taxes, or other taxes are in addition to the stated purchase price for such item. Client/Owner is responsible for the payment of all applicable taxes and charges on Merchandise and Decorative Installations.

D.

Designer is not responsible for product availability or delivery delays by others. Quoted delivery dates are approximate dates only. Designer shall not be responsible for any delay in delivery or failure in performance by specified vendors, including but not limited to labor disputes, failure or delay of sources to supply, transportation difficulties, accidents, fires, or acts of God, or any event which interferes with their normal business operations or service. 

VI. INSTALLATION

A. 

Installation of design elements including all merchandise is the responsibility of the Client; Designer does not provide installation services for Virtual Design.

B.

Client will be responsible to select and contract with directly a tradesperson or contractor to complete the work, should the design include painting, upholstering, or specialty installations such as plumbing or hardwired light fixtures. The Design drawings may be made available to the tradesperson(s) to execute the design. Virtual Design services do not include additional instructions to, or oversight of, tradespersons or contractors hired by the client (commonly known as Construction Administration services).

C.

For projects local to the Hyattsville, MD, area, Designer may recommend certain tradespersons or contractors, at their discretion. Designer is not responsible for the performance or timely completion of the Contractor's work or of any materials or equipment furnished by them. 

VII. PROJECT FINALIZATION

A. 

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VIII. EXCLUSIONS

A. 

The following services are not included in the Virtual Design flat fee and may incur additional hourly charges:

1.

More than the stated number of Designer/Client/Owner meetings per phase

2.

Repeated presentations due to a Client/Owner or Client/Owner's authorized decision-maker missing a previously scheduled meeting

3.

More than the stated number of design revisions per phase

4.

Revisions caused by inconsistencies in instructions, information, or plans provided by Client/Owner or Client/Owner's Design Related Professionals

5.

Revisions to designs after Client/Owner has approved

6.

Revisions due to any failure by any estimator to accurately, completely, or appropriately price the Project or any element of the Project

7.

Revisions due to increases or decreases in the Client/Owner's budget after the design work begins. 

8.

Design revisions after the Construction Documents phase has begun. 

B.

The following services are excluded from Virtual Design services:

1.

More than the stated number of Designer/Client/Owner meetings per phase

2.

Repeated presentations due to a Client/Owner or Client/Owner's authorized decision-maker missing a previously scheduled meeting

3.

More than the stated number of design revisions per phase

4.

Government or agency approvals in addition to those specifically listed in the scope of work, including document preparation and presentation(s).

5.

Consultation with Client/Owner's Contractor or Design Related Professionals to answer questions regarding the interpretation, clarification, or coordination of Design Documents.

6.

Site visits, unless expressly elected as described in "Add-on Services," or any other services commonly considered Construction Administration Services.

7.

Design of custom furniture items, including drafting/drawings of custom items, unless specifically described in the Scope of Work.

8.

Architectural services

9.

Engineering services

10.

Construction services

IX. DESIGNER'S COMPENSATION

For the Scope of Services described above the fee will be/is billed as follows. This Agreement includes costs associated with design fees only. The Design fees are not related to merchandise or construction costs.

  • Standard Full Room Package: $2,500 per room

  • Add-on Services: $500 per service:

○   Wallpaper Selection

○   Window Treatment Consultation

○   Hard-Wired Light Fixture Selection

○   Backsplash Selection

○   Additional Space Planning (per room)

○   Additional Interior Paint Consultation (per room)

○   Virtual Consultation (90 minutes)

○   In-Person Consultation (60 minutes)

Designer compensation, including Design Fee and Hourly Rates, and all Reimbursable Expenses are subject to applicable state and local sales and excise tax (and similar taxes), and Client/Owner agrees to pay these taxes.

X. COMMUNICATION

A.

Project information will be provided via Designer's online portal. Designer's office hours are:

9am-6pm Monday-Friday, Eastern Time. Client/Owner requests fo information from Designer will be accommodated within normal business hours, generally within 1 business day. Design decisions or information will not be communicated via text message.

B.

Client/Owner is responsible to clearly communicate design goals, preferences and budget for each area to the Designer.

C.

Client/Owner is responsible for DOCUMENTATION OF EXISTING CONDITIONS, PURCHASING, and INSTALLATION, as described in each named section above.

D.

Designer will be entitled to rely on the accuracy and completeness of all information provided by Client/Owner.

E.

All approvals required to be given by Client/Owner and all information requested of Client/Owner shall not be unreasonably or untimely withheld or delayed. Client/Owner agrees to render decisions as timely as necessary for dEsigner to provide services within this schedule. If Designer is delayed or prevented from performing services for any reason beyond their control they will be granted an extension equivalent to the period of delay in which to complete their services.

F.

If Client/Owner or Client's Contractor becomes aware of any discrepancies, errors, or omissions in the Contract Documents, or of any unanticipated job or site conditions, or of any fault or defect in the Project or nonconformance with the design documents, or of any proposed field revisions, prompt written notice thereof will be given by Client/Owner to Designer.

XI. CONTRACTOR'S RESPONSIBILITIES

A.

Designer will be responsible only for the design shown in Designer's Virtual Design Documents. Client/Owner will specifically hold Designer harmless from any and all claims or damages arising from or relating to the Contractor's failure to properly perform the work. Furthermore, Designer will not be responsible for or have control over the means, methods, procedures or construction, dimensions, quantities or instructions for installation or performance of equipment or systems designed by the Contractor or site safety precautions employed by the Contractor or subcontractors on the Project, which remain the sole responsibility of the Contractor.

B.

The Designer is not responsible for providing cost estimates for the construction of the Project, The Designer is entitled to rely upon the estimates provided by the Contractor.

C.

Any modifications to the Designer's documents, after approval by the Client, that are necessary to meet the Client/Owner's budget for the cost of construction will be billed as an Additional Service.

XII. ADDITIONAL TERMS & CONDITIONS OF VIRTUAL DESIGN SERVICES

1.

Standard of Care. Designer will perform services under tis Agreement, consistent with that level of care and skill ordinarily exercised by members of Designer's and its consultants' profession, practicing under similar circumstances in the same or similar locality in the same period of time. No guarantees or warranties are included or intended in this Agreement or in any representation, opinion or otherwise of Designer. This representation and warranty are in lieu of all other warranties and representations, either expressed or implied.

2.

Use of Design Documents. Documents prepared by Designer are Instruments of Service for use solely with respect to this Project. Designer retains all common law, statutory and other reserved rights, including intellectual property rights, copyright and trademarks thereto. Client/Owner will not use or permit the reuse of the Instrument of Service except, as a condition precedent, by mutual agreement in writing with Designer. Provided Client/Owner is not in default under this Agreement, Client/Owner may retain copies solely for information and reference in connection with occupancy and maintenance of the Project. However, such documents are not intended or represented to be suitable for use by Client/Owner or others on extensions of the Project, for completion or implementation of the Project by others, or any other project. Client/Owner further agrees to waive all claims against Designer and indemnify and defend Designer against claims brought by any party resulting in any way from unauthorized changes or use of the Instruments of Service or completion of the Project with Designer's prior written consent. Designer shall have the right to use images and descriptions of the project for promotional and/or professional purposes. 

In the event of termination of this Agreement (or in the event that Designer is legally determined to be in default of the Agreement), Client/Owner may continue to use Design Documents provided that (a) Client/Owner has paid all amounts owed to Designer under this Agreement (or otherwise), including but not limited to unpaid Design Fees, Project Administration Fees, Hourly Rates, Reimbursable Expenses, invoices, and all additional compensation owed to Designer; (b) Client/Owner agrees to indemnify and hold Design free and harmless from and against any and all costs, claims, liabilities, or expenses, including reasonable attorneys' fees and related costs, arising out of, resulting from or relating in any manner to Client/Owner's subsequent use of Design Documents; (c) Client/Owner releases Designer from any further obligations they may have to Client/Owner; and (d) Client/Owner will not permit any other person, firm, or entity to claim design credit for any work prepared by Designer prior to the date of termination. 

3.

Suspension or Termination for Client/Owner's Breach. In the event Designer does not not receive payment when due, Designer may suspend or terminate services without breach of contract immediately upon giving Client/Owner written notice. In the event services are suspended or terminated, Designer has no obligation to deliver documents and any consequences (including delay) resulting from such suspension or termination are the sole responsibility of Client/Owner. Designer will be compensated for all services performed up to the date of termination together with all reimbursable expenses then due. Client/Owner has the obligation to return all documents if Client/Owner is in default under this Agreement. Failure of Client/Owner to make payments to Designer in accordance with this Agreement will be considered substantial nonperformance and is sufficient cause for Designer to either suspend or terminate services.

4.

Termination Rights. Client/Owner or Designer may, upon seven (7) days written Notice to the other party, terminate this Agreement for any reason. Should Client/Owner terminate this Agreement, Client/Owner will remain financially obligated and responsible for all services completed, all Merchandise and Decorative Installations ordered, and all other commitments to Designer and to third parties that are set forth in signed Proposals. In addition, Client/Owner shall be obligated to pay all monies due to Designer as under this Agreement (including, but not limited to, unpaid invoices, Design Fees, Hourly Rates and other Designer compensation, and rEimbursable Expenses (whether or not such invoices have been rendered), and reasonable hourly charges and expenses incurred subsequent to termination in connection with any transition services requested by Client/Owner. Termination shall be without prejudice to any and all other of our rights and remedies owed to us, and without prejudice to any and all other rights and remedies that Designer may have. 

5.

Limitation of Liability. There are a variety of risks which potentially affect Designer by virtue of entering into an Agreement to perform professional services on Client/Owner's behalf. In order for Client/Owner to obtain the benefit of a fee which does not need to account for unlimited risks, Client/Owner agrees to limit Designer's liability to Client/Owner. To the fullest extent permitted by law, the total liability of Designer with regard t the Project under any and all theories of liability will be limited to the total fee paid to Designer only, not including consultants, for the Project. Limitations on liability provided in the Agreement are business understandings between the parties and will apply to all theories of liability, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. The limits of liability may be negotiated with appropriated compensation to Designer.

Designer is not responsible for the actions or omissions of any Design Related Professional, construction contractor, contractor, subcontractor, vendor, tradesperson, supplier, agent, or other third party, even if recommended by the Designer to Client/Owner. Additional limitations of liability regarding the sale of Merchandise are set forth in Exhibit B - "Terms and Conditions of Sale."

6.

Waiver of Consequential Damages; No Personal Liability; No Third Party Beneficiaries. No partner, member, manager, director, officer, shareholder, employee, representative or agent of the Designer will have any individual liability to Client/Owner. Each party waives consequential damages for claims, disputes or other matters in question arising out of relating to this agreement. Except as expressly permitted in Paragraph 18, nothing contained in this Agreement will create a contractual relationship with, or a cause of action in favor of, any other person.

7.

Insurance. Client/Owner is obligated at all times to carry adequate liability, property and fire insurance on the property where the Project is located and the Project. Client/Owner hereby releases Designer from any liability for any loss or damage notwithstanding that such loss, damage or liability may arise out of the act or omission of Designer, if such loss or damage is covered by insurance benefiting Client/Owner or was required to be covered by insurance pursuant to this Agreement. This waiver will survive termination of this Agreement. 

8.

Mediation/Litigation. In addition to, and as a condition precedent to litigation, the parties will endeavor to settle claims or disputes by non-binding mediation, in accordance with the Construction Industry Mediation Rules of the American Arbitration Association then in effect, unless the parties mutually agree otherwise. Any mediation will be conducted in Maryland. If mediation fails to resolve the claims or disputes, then all claims, disputes or other matters in question arising out of or related to this Agreement will be determined by the Superior Court of Maryland or the United states District Court of Maryland. This Agreement will be governed by the laws of Maryland.

9.

Limitation on Years to Bring Claim. Any and all claims and/or causes of action between the parties arising out of relating to this Agreement will be brought by either party within two (2) years of substantial completion of the Project or termination of this Agreement whichever is sooner.

10.

Assignment. Neither party will assign nor transfer its interest, obligations, duties, or any claim arising under or related to this Agreement, including interest in and claims for any moneys due or to become due, without the written consent of the other party. Any such assignment or transfer will be deemed void and invalid, the assignee will acquire no rights as a result of any such assignment and the non-assigning party will not recognize any such assignment.

11.

Certificate of Merit. Client/Owner will make no claim for professional negligence, either directly or in a third party claim, against Designer unless Client/Owner has first provided Designer with a written certification executed by an independent design professional currently practicing in the discipline of the alleged defective design and licensed in the jurisdiction with the project is located. The certification will: a) contain the name and license number of the certifier; b) specify each and every act or omission that the certifier contends is a violation of the applicable standard of care; and c) state in complete detail the basis for the certifier's opinion that each such act or omission constitutes such a violation. 

12.

Photography and Publication. Designer will be permitted to use photographs of the Project before, during construction, and upon completion for its records and future use. Designer will have the right to make other reasonable promotional use of the Project, both in print and online. Designer retains rights to all images purchased for marketing purposes. Any renderings/photos of the project belonging to the Designer must credit the Designer and project name if/when published. Client/Owner may elect to remain anonymous in any publications including online platforms; such request must be made in writing to the Designer. 

13.

Hazardous Materials. Designer will have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 

14.

Hidden Conditions. The instruments of Service (drawings and specifications) are based on observable conditions from photographs and any other information communicated by the Client. A condition is hidden if it is concealed by existing finishes or cannot be investigated by reasonable visual observation. In the event Designer, in the performance of the services, uncovers a hidden condition, Designer will not be responsible for costs associated with repairing, restoring, removing or otherwise correcting said condition. Designer will have no responsibility for hidden conditions or any subsequent damage to persons or property related to any hidden conditions.

15.

Betterment. If due to Designer's breach of the standard of care, any required item or component of the Project is omitted from Designer's construction documents. Designer will not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to the Project or otherwise adds value or betterment to the Project. In no event will Designer be responsible for any cost or expense that provides betterment, upgrade or enhancement of the Project. 

16.

Covenant Not to Sue. Client/Owner will assure that the following covenant not to sue is contained in all other contractor agreements, and will assure its enforcement: Contractor, or any successor, assignee or subrogee of Contractor, agrees not to bring any civil suit, action or other proceeding in law, equity or arbitration against Designer, or the officers, employees, agents or consultants of Designer, for the enforcement of any action which Contractor may have arising out of or in any manner connected with the Project. Designer, its officers, employees, agents, and consultants are intended third-party beneficiaries of this covenant not to sue, who are entitled to enforce this covenant in law or equity.

17.

No Lien Waiver or Subordination. Designer expressly reserves all rights to file a mechanics' lien on the real property as provided by applicable law. Designer will not be required to execute any agreement that diminishes its lien rights or subordinates its lien rights of another party including, but not limited to, a lender providing financing for the project. Any agreement subsequently executed by Designer diminishing the lien rights of Designer or subordinating its lien rights to another party will be void and of no effect unless such document expressly references this provision.