Standard Terms and Conditions
Welcome to the website of The Design Canvas, LLC, a Virginia limited liability company (“Company,” “The Design Canvas,” “our,” or “us”). The following terms and conditions, together with any documents expressly incorporated by reference (collectively, these “Terms of Service”) (the Terms of Service and Interior Design Proposal, collectively, the “Agreement”) govern the interior design services provided by The Design Canvas to you, the Client (“Client”) (The Design Canvas and Client, each a “Party”, collectively, the “Parties”).
1. SERVICES; DESIGN FEE
1.1 Services.
The Design Canvas and Client have agreed on certain interior design services to be performed by The Design Canvas under the Agreement. Subject to the terms of this Agreement, The Design Canvas shall, to the best of its ability, render and perform the services for the Company set forth in the Interior Design Proposal (the “Interior Design Proposal”) which may only be modified in writing with written consent of the Parties (collectively, the “Services”) during the Term (as defined below) set forth therein.
The Services/ Packages shall include:
Initial Conultation:
This in person or virtual service includes two sub-services. (i) 1-hour consultation to discuss up to three (3) spaces. (ii) 2-hour consultation discuss four (4) or more spaces. The amount paid for the consultation will be credited to the Full Design Invoice, if applicable. If additional time is requested by Client, The design Canvas will send Client a Change Order (as defined below) to reflect any additional fees.
Painting Consultation:
This in-person or virtual consultation incudes up to one and a half hours (1.5 hours) to discuss paint colors for the home that will compliment the desired design aesthetic. If additional time is requested by Client, The design Canvas will send Client a Change Order (as defined below) to reflect any additional fees.
Space Planning:
Up to three (3) Hours of Space Planning for items that are already inside the home. This does not include sourcing items for clients. If additional time is requested by Client, The design Canvas will send Client a Change Order (as defined below) to reflect any additional fees.
Rapid Revive:
A thirty (30) minute discussion of Client’s space, six (6) hours of personalized attention to Client’s space of design services from The Design Canvas, and one (1) hour of assistance to put together the design (collectively, the “Rapid Revive Package”). If additional time is requested by Client, The design Canvas will send Client a Change Order (as defined below) to reflect any additional fees.
For the Long Haul:
12-15 hours of design mentorship through a guided, longer term, client led, project.
Full Design:
(i) a thirty (30) minute design call with The Design Canvas prior to beginning the design phase to confirm all items discussed in the consultation; (ii) a full design to specific measurements of the room with two (2) to three (3) selections of main furniture pieces; (iii) one (1) 2D mood board per space along with scheduled presentation; (iv) invoicing and delivery of all items, which includes returns if applicable; (v) assembly and inventory day; and (vi) full team design day/reveal, complete with aesthetic styling. The manner and means by which The Design Canvas chooses to complete the Services are in The Design Canvas’s sole discretion and control. The Design Canvas shall perform the tasks necessary to complete the Services in a timely and professional manner consistent with industry standards, and at a location, place, and time that The Design Canvas deems appropriate.
For the avoidance of doubt, Client has seventy-two (72) business hours after the Mood Board Presentation to approve or deny selections provided by The Design Canvas on each Room. If Client desires to revise items on the mood board/room planner, The Design Canvas reserves the right to charge a fee in accordance with the following: (i) one (1) to five (5) revised items is one hundred and fifty dollars and 00/100 Dollars ($150.00), (ii) six (6) to nine (9) revised items is three hundred and 00/100 Dollars ($400.00), and (iii) ten (10) or more revised items is twenty-five percent (25%) of the Design Fee.
Custom/Hyrbid Design Packages:
The Design Canvas understands that there are times where it is in the client’s and the company’s best interest to create a custom or hybrid package due to budget, goals, and wants from the client. These Packages have a specified Scope of work to outline the work to be performed. See “Scope of Work” in the Contract
1.2 Design Fee. Client shall pay and deliver to The Design Canvas during the Term, and after the Term as applicable in accordance with the design fee set forth in the Interior Design Proposal (the “Design Fee”).
1.3 Additional Fees.
Change Order. The Interior Design Proposal includes the amount of design hours in which The Design Canvas will dedicate to the Services (the “Included Design Hours”). If the Client requires hours in excess of the Included Design Hours or requests additional mood boards, post revisions, and other services, The Design Canvas will send the Client a change order form reflecting the additional services and associated fees (each a “Change Order”).
Mark Up. Client understands that any items purchased by The Design Canvas to be used for the Services will have a non-refundable five percent (5%) mark-Up (the “Mark-Up”). This Mark-Up Cost covers the cost of processing payments and can be adjusted if client pays by cash or check.
Restocking Fee. If within thirty (30) days the Client changes their mind and desires to return items purchased by The Design Canvas in accordance with the Services after receiving approval from the Client, Client agrees to pay a restocking fee of fifteen and 00/100 percent (15.00%) of the Design Item Fee (the “Restocking Fee”). The Design Canvas follows the vendors return policy which may require the Client to pay shipping and handling costs for such return. Client acknowledges and agrees that this shipping fee will be added to the Restocking Fee.
Reimbursement for Expenses. The Client will reimburse The Design Canvas for any and all pre-approved out-of-pocket expenses incurred by The Design Canvas in connection with the Services. The Design Canvas shall invoice the Client for all out-of-pocket expenses as they are incurred, and Client shall pay such voices upon receipt of the invoice.
Delayed Invoice Payment Charge. The Client may incur a six hundred dollar ($600.00 USD) charge if client fails to pay invoice within five (5) Business Days. This fee covers the cost of time necessary for The Design Canvas to find alternate items as items may go out of stock if invoice payments are delayed.
Design Fee, Change Orders, Mark-Up Fee, and the Restocking Fee, collectively, the “Total Design Fee.” The Design Canvas shall send client an invoice for the Total Design Fee as applicable. All payments are due as listed in the Interior Design Proposal and shall be made to The Design Canvas, LLC” via credit card, Zelle, or check upon receipt of each invoice. Company will not provide refunds for Services that have been performed in accordance with the Interior Design Proposal. The Company has the right to deem any failure to pay the Services as a material breach of these Terms of Service and reserves all rights available under the laws of the Commonwealth of Virginia. Client understands that, as applicable, all fees incurred by Client under the Agreement will be added to the next invoice sent to the Client.
2. TERM AND TERMINATION
2.1 Term. This Agreement will commence on the Effective Date and will continue in effect until terminated by either Party pursuant to Section 2.2 below (the “Term”)
2.2 Termination. Either Party may terminate this Agreement (a) three (3) days after written notice of an uncured breach committed by the other Party; or (b) upon delivery of thirty (30) days prior written notice of such intent to terminate the Agreement for any or no reason, with or without cause. Any such notice of termination shall be addressed to the Party at the address shown below or such other address as either Party may notify the other of and will be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.
2.3 Effect of Termination. Upon the termination for any reason, Client shall pay and deliver all amounts of the Total Design Fee owed and due under this Agreement for all Services performed prior to termination within five (5) business days after the termination.
2.4 Survival. Upon expiration or termination of the Term in accordance with the terms and conditions of this Agreement, all rights and duties of the Parties toward each other will cease except (i) Client shall deliver to The Design Canvas, LLC the sum total of all costs incurred and paid by The Design Canvas, LLC while performing the Services under this Agreement, including, without limitation, any design fees, together with any other Design Fee due and payable by Client or earned by The Design Canvas as of the date of expiration or termination of this Agreement, and (ii) Sections 1.2, 2.3, 3, 4, 5, 6, and 7 will survive any expiration or termination of this Agreement.
3. INTELLECTUAL PROPERTY; WORK PRODUCT; SOCIAL MEDIA RELEASE
3.1 Intellectual Property.
Intellectual Property Ownership. Client acknowledges that, as between The Design Canvas and Client, all Intellectual Property Rights relating to the Services belong to and are owned by The Design Canvas. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property and industrial property rights and rights in confidential information of every kind and description throughout the world, including (a) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, provisionals, extensions and reexaminations thereof, (b) trademarks, service marks, names, corporate names, trade names, social media addresses, logos, slogans, trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works and all applications and registrations in connection with any of the foregoing, (d) inventions and discoveries (whether patentable or not), industrial designs, data gathered, trade secrets, confidential information and know-how, and processes, (e) computer software (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing, (f) uniform resource locators, web site addresses and Internet domain names, and registrations thereof, (g) rights of publicity, (h) moral and economic rights of authors and inventors, and (i) all other proprietary rights whether now known or hereafter recognized in any jurisdiction relating to The Design Canvas’s business.
3.2 Work Product.
Work Product. For purposes of this Agreement, “Work Product” means any and all advertisements, notes, data, videos, records, drawings, presentations, images, marketing material, and anything with The Design Canvas’s name on it and any other copyrightable material, or any derivative works, improvements, or modifications thereof conceived, made or discovered by The Design Canvas, its agents, contractors, employees, or servants, solely or in collaboration with others, during the Term of this Agreement or as set forth in any Proposal or Additional Work Authorization, that The Design Canvas may be directed to undertake, create, or experiment with, or which The Design Canvas may become associated with in work, creation, investigation or experimentation in performing the Services hereunder. Such Work Product is the sole property of The Design Canvas.
Waiver or Assignment of Other Rights. If Client has any rights to the Work Product or Intellectual Property Rights that cannot be assigned to The Design Canvas, Client unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind with respect to such rights, and agrees, at The Design Canvas’s request and expense, to consent to and join in any action to enforce such rights. If Client has any right to the Work Product or Intellectual Property Rights that cannot be assigned to The Design Canvas or waived by Client, Client unconditionally and irrevocably grants to The Design Canvas during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to use, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such rights.
3.3 Social Media and Photography Release. Client understands that marketing is a key factor of The Design Canvas Business.** **The Design Canvas owns all right, title, and interest in and to the Services and photographs or videos thereof and has the right to use such photographs or video as The Design Canvas deems fit. Client hereby understands and agrees that any such photographs or videos footage of the Project may be placed on the Internet and Client irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including, but not limited to, claims for copyright infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from The Design Canvas exercise of its rights under these Terms of Service.
4. NON-DISPARAGEMENT AND NON-DISCLOSURE**
4.1 Each Party agrees not to make any statements, or cause or encourage others to make any statements that may be heard or read by a third-party, that defame, disparage, deride or in any way damage the personal or business reputation, practices, or conduct of the other Party regardless of whether such comments could be deemed factually true or false. The Parties further understand and agree that this Section 6.1 is a material provision of this Agreement and that any breach of this Section 4.1 would be a material breach of this Agreement, and that the non-breaching Party would be materially harmed by a violation of this provision.
5. INDEMNIFICATION
5.1 Client shall defend, indemnify, and hold The Design Canvas harmless from and against any claim, loss, costs, or damages, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from any action by any third party against The Design Canvas that is based upon (i) any negligent, reckless, or intentionally wrongful act or omission of Client or Client’s directors, officers, managers, employees, contractor, or agent (ii) any intellectual property claim related to The Design Canvas’s performance of the Services under this Agreement, and (iii) any breach by Client of any of the terms, conditions, covenants, representations, or warranties contained in this Agreement.
5.2 Subject to Sections 6.2 and 6.3, The Design Canvas shall indemnify Client harmless from and against any claim, loss, costs, or damages, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from any action by a third party against Client that is based upon any grossly negligent, reckless, or intentionally wrongful act of The Design Canvas.
6. WARRANTIES AND LIMITATIONS; BUSINESS RISK
6.1 Each Party hereto represents and warrants that (a) such Party has the full corporate or individual contractual capacity, right, power, and authority to enter this Agreement and to perform the acts required of such Party hereunder, (b) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder do not, and will not, violate any agreement to which such Party is bound, and (c) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
6.2 OTHER THAN THE WARRANTY SET FORTH IN SECTION 6.1 ABOVE, THE DESIGN CANVAS NOR ANY PERSON ACTING ON THE DESIGN CANVAS’S BEHALF, HAS MADE, MAKES, OR WILL MAKE FOR CLIENT’S, OR ITS CUSTOMERS, OR ANY OTHERS’ BENEFIT, ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, BY OPERATING OF LAW, ARISING FROM STATUTE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY THE DESIGN CANVAS, OR ANY OTHER PERSON ON THE DESIGN CANVAS’S BEHALF OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT. THE DESIGN CANVAS MAKES NO REPRESENTATIONS REGARDING THE SPECIFIC PROFITABILITY OF CLIENT’S ACCOUNT AND CLIENT FURTHER RECOGNIZES ANY INFORMATION OR DEMONSTRATIONS PROVIDED BY THE DESIGN CANVAS TO CLIENT REGARDING THE PROFITABILITY OF ANY THIRD PARTIES SHALL BE DEMONSTRATIVE IN NATURE ONLY AND CLIENT DOES NOT RELY UPON NOR DOES THE DESIGN CANVAS REPRESENT SUCH DEMONSTRATIVE THIRD PARTY SUCCESS AND/OR PERFORMANCE IN ANY MANNER WHATSOEVER CREATES ANY GUARANTEE, REPRESENTATION, WARRANTY, OR OTHERWISE REGARDING CLIENT’S ACCOUNT’S PROFITABILITY AS A RESULT OF THE SERVICES.
6.3 THE DESIGN CANVAS DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING LOSS OF USE AND PROFITS, ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TOTHE DESIGN CANVAS’S PERFORMANCE, OR FAILURE TO PERFORM, THE TERMS AND CONDITIONS OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, EVEN IF THE DESIGN CANVAS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT IS THE DESIGN CANVAS OR ANY THE DESIGN CANVAS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION OF VALUE, ARISING OUT OF OR RELATED TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE, WHETHER CLIENT OR ITS CUSTOMERS WERE ADVISED OF THE POSSIBILITY OF THE DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY, WHETHER CONTRACT, TORT, OR OTHERWISE, ON WHICH THE CLAIM IS BASED. FURTHER, IN NO EVENT WILL THE DESIGN CANVAS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID BY CLIENT TO THE DESIGN CANVAS FOR THAT STATEMENT OF WORK.
7. MISCELLANEOUS
7.1 Assignment. The rights, duties, and obligations of each Party are personal to that Party, and it shall not voluntarily assign, pledge, or transfer any of the rights derived nor delegate its duties hereunder without the prior written consent of the other Party. The rights and obligations of each Party hereunder will inure to the benefit of and be binding upon its successors and assigns.
7.2 Absence of Restrictions. Each Party represents and warrants to the other Party that it is not under any obligation to any other party that is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair in any way that Party’s performance of this Agreement.
7.3 Notices. Any notices or correspondence between the Parties shall be forwarded to the following electronic mail addresses on the signature page below, or any other address that the receiving Party may designate in writing from time to time.
7.4 DISPUTE RESOLUTION – ARBITRATION. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED THROUGH BINDING ARBITRATION. THE PARTY INITIATING THE DISPUTE SHALL SEND WRITTEN NOTICE OF THE DISPUTE TO THE OTHER PARTY (“NOTICE”). THE NOTICE SHALL BE SENT PURSUANT TO SECTION 7.3 AND SHALL (A) DESCRIBE THE NATURE AND BASIS OF THE CLAIM OR DISPUTE; (B) SET FORTH THE SPECIFIC RELIEF SOUGHT; AND (C) INCLUDE THE NAMES OF THREE (3) PROSPECTIVE ARBITRATORS, ALL OF WHICH SHALL BE FROM THE AMERICAN ARBITRATION ASSOCIATION.
THE ARBITRATION SHALL BE CONDUCTED BEFORE A NEUTRAL SINGLE ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION, WHOSE DECISION WILL BE FINAL AND BINDING. THE ARBITRAL PROCEEDINGS WILL BE GOVERNED BY THE AMERICAN ARBITRATION ASSOCIATION’S RULES (THE “RULES”). IF THE PARTIES ARE UNABLE TO AGREE UPON THE SELECTION OF AN ARBITRATOR WITHIN THIRTY (30) DAYS AFTER THE DATE OF THE MEDIATION, THE ARBITRATOR WILL BE SELECTED BY THE AMERICAN ARBITRATION ASSOCIATION. THE RULES ARE AVAILABLE AT HTTPS://WWW.ADR.ORG/RULES. ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING THE APPLICABILITY OR SCOPE OF THIS ARBITRATION CLAUSE, BUT THE ARBITRATOR IS BOUND BY THIS AGREEMENT. THE PARTIES AGREE TO SPLIT THE ARBITRATOR’S FEES EVENLY.
THE ARBITRATION SHALL BE CONDUCTED IN NORFOLK, VIRGINIA AND SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA. THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, UNCONSCIONABILITY, ARBITRABILITY, ENFORCEABILITY, OR FORMATION OF THIS AGREEMENT, INCLUDING ANY CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT IS VOID OR VOIDABLE.
7.5 Venue; Governing law. If a court of competent jurisdiction finds the foregoing arbitration provision in Section 7.4 invalid, unenforceable, or inapplicable, the Parties agree that any dispute or controversy arising out of, relating to, or in connection with the interpretation, validity, construction, performance, breach, or termination of this Agreement will be exclusively resolved in state or federal courts located in the City of Virginia Beach, Commonwealth of Virginia, United States of America; and each Party hereby consents to both the jurisdiction and exclusive venue of the state and federal courts located in the City of Virginia Beach, Commonwealth of Virginia, United States of America, and waives any objection as to inconvenient forum. The dispute shall be governed by and under the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles.
7.6 Business Affiliate Partnerships. The Design Canvas accepts monetary compensation through business affiliate partnerships with various brands and retailers. However, not all retailers of brands used by The Design Canvas in the completion of the Services are business affiliates. If you have any questions or concerns or would like additional information of the business affiliate partnerships, please contact The Design Canvas at info@thedesigncanvas.co.
7.7 Entire Agreement. These Terms of Service, along with the Interior Design Proposal are the entire agreement of the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the Parties hereto.
7.7 Amendments and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term waived, only by a writing signed by the Party to be bound. No waiver of any default of the terms or conditions of this Agreement will be deemed to be a waiver of any other default, or any subsequent default of any terms or conditions of this Agreement, but will apply solely to the instance to which such waiver is directed.
7.8 Severability. If a court of competent jurisdiction holds any provision of this Agreement, or its application to any person, place, or circumstance, to be invalid, unenforceable, or void, such provision will be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances, will remain in full force and effect.
7.9 Assignment. Client shall not transfer or assign any of its rights or delegate any of its obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without The Design Canvas’s prior written consent. Any purported transfer, assignment, or delegation by Client without such prior written consent will be null and void ab initio and of no force or effect. Subject to the foregoing, this Agreement will inure to the benefit of the Parties and their successors, transferees, and assignees.
7.10 Counterparts; Headings. This Agreement may be executed simultaneously and in any number of counterparts, each of which is deemed an original, but all of which together constitute one (1) and the same instrument. The headings provided for herein are for convenience and reference only, and are not to be deemed a substantive part of this Agreement.
7.11 Force Majeure. The Design Canvas will not be liable nor responsible, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of The Design Canvas, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes, or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers, or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunications breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of one hundred twenty (120) days, each Party is entitled to give notice in writing to the other Party to terminate this Agreement.
7.12 Recitals. The recitals contained in this Agreement above are incorporated into and made an integral and substantive part of this Agreement.
7.13 Effect of Agreement. This Agreement serves to replace all prior agreements, both oral and written, and now hereby constitutes the entire agreement and understanding of and between the Parties. The Parties are not bound by any oral or written expression or representation by either, or by any agent of either Party purporting to act for or on behalf of another, or by a commitment or arrangement not otherwise specified in this Agreement.
7.14 Gender. Whenever used herein, the singular number includes the plural, the plural the singular, and the usage of the masculine, feminine, or neuter gender includes all genders.
7.15 Attorneys’ Fees. In any legal action or other negotiation or proceeding brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its attorneys’ fees, fees, and costs. The non-prevailing Party in any legal action brought pursuant to, or arising out of, this Agreement shall pay to the prevailing Party all costs and fees incurred by such Party in such action, including, without limitation, all attorneys’ fees and out-of-pocket expenses and all other reasonable costs of enforcement of the terms and conditions hereof. As used herein, the “prevailing Party” means the Party in whose favor a final judgment, order, or decree is rendered or entered.
BY SIGNING THESE TERMS OF SERVICE, YOU AGREE TO THE FOLLOWING: UPON ARRIVAL, IF THE DESIGN CANVAS NEEDS TO LEAVE AND RESCHEDULE OR COME BACK TO RESUME DUE TO THE SPACE NOT BEING PREPARED BY CLIENT AS PREVIOUSLY DISCUSSED BETWEEN THE DESIGN CANVAS AND THE CLIENT, THE CLIENT MAY BE LIABLE FOR AN ADDITIONAL DESIGN FEE OF SIX HUNDRED AND 00/100 DOLLARS ($600.00 USD).
ONCE MOOD BOARD/DESIGN IS ACCEPTED IF CLIENT DESIRES TO MAKE ANY MATERIAL CHANGES THAT WOULD CHANGE THE AESTHETIC, THEREFORE CREATING THE NEED FOR A NEW MOOD BOARD AND DESIGN FURTHER CHARGES WILL BE INCURRED OF TWENTY-FIVE AND 00/100 PERCENT (25.00%) OF THE TOTAL DESIGN FEE.