TERMS AND CONDITIONS


1    Definitions and interpretation
1.1    Definitions
In these Terms and Conditions, unless the context indicates otherwise, the following words have the following meanings:
Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
Commencement Date means the date on which the Interior Designer is to start performing the Services as set out in the Specifications.
Completion Date means the date on which the Interior Designer is to complete performing the Services as set out in the Specifications or such other date as the Parties may agree.
Services means the services to be provided by the Interior Designer under these Terms and Conditions.
Facilities means working space, computer equipment, access to the internet and the Client's computer network, social media content, online content, servers, telecommunications system and similar. It includes access to such resources but also use of them to the extent required by the Interior Designer in order to perform the Services.
Fees means the amount or rates set out in the Scope of Works.
Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
Parties means the Interior Designer and the Client, and Party mean eithers one of them.
Scope of Works means the details of the Services as set out in the Scope of Works document/s, which together with these Terms and Conditions comprise the entire Agreement between the client and Interior Designer.
Termination Date means the earlier of:
(a)    the date of termination of these Terms and Conditions by the Client or the Interior Designer; and
(b)    the date of expiry of these Terms and Conditions.
1.2    Interpretation
In these Terms and Conditions unless the context otherwise requires:
(a)    words importing any gender include every gender;
(b)    words importing the singular number include the plural number and vice versa;
(c)    words importing persons include firms, companies and corporations and vice versa;
(d)    references to numbered clauses, paragraphs and Scope of Works are references to the relevant clause or paragraph in or Scope of Works to these Terms and Conditions;
(e)    reference in any Scope of Works to these Terms and Conditions to numbered paragraphs relate to the numbered paragraphs of that Scope of Works;
(f)    any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(g)    the headings to the clauses and Scope of Works of these Terms and Conditions are not to affect the interpretation;
(h)    any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
(i)    the word "including" (and related forms including "includes") means "including without limitation".

2    Services
(a)    The Interior Designer will provide the Services to the Client in consideration for the Client paying the Fee to the Interior Designer, subject to the provisions of these Terms and Conditions.
(b)    The Interior Designer and the Client will agree on the time and place for the performance of the Services subject to the Interior Designer’s availability.
(c)    The Interior Designer will use reasonable endeavours to complete the Services including the provision of data, materials or reports by the Completion Date or such other the dates agreed by the Parties.
(d)    The Services will be performed by the Interior Designer, or the Interior Designer’s employees, sub-contractors or agents that the Interior Designer may choose as most appropriate to carry out the Services.

3    Scope of Services
(a)    The scope of the Services is set out in the Scope of Works, and in any other document or correspondence as agreed between the parties in writing.
(b)    Variations to the scope may be made by written express agreement of the Parties.
(c)    The Client acknowledges that it is obliged to clarify any queries regarding the Scope prior to the Interior Designer commencing the provision of Services.
(d)    The Client acknowledges that the Interior Designer has absolute right as to the interpretation of the scope of the Services.
(e)    The Client acknowledges and agrees that the Interior Designer has the right to reject any requests by the Client for the Interior Designer to conduct work which is outside the original scope of the Services (“Additional Services”).
(f)    The Interior Designer agrees to give the Client a notice in writing of any Additional Services that are required and the provide the estimate of costs for such Additional Services prior to undertaking of Additional Services.

4    Fees
4.1    Payment of Fees
(a)    In consideration of the provision of the Services in accordance with these Terms and Conditions, and the Scope of Works, the Client will pay the Interior Designer the Fees as set out in the Scope of Works.
(b)    Where the Interior Designer's charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.
(c)    The Interior Designer may require the Client to pay a deposit prior to commencing the provision of Services as set out in the Scope of Works. The deposit is strictly non-refundable.
(d)    The Client acknowledges that the Fees are exclusive of any taxes that may be charged in relation to the Services, and therefore, the Interior Designer will be entitled to add a sum for taxes if the Interior Designer if same is charged in respect of the Services. 
(e)    In the event that the Interior Designer agrees to any of the Client’s requests for the provision of Additional Services, including but not limited to any support, questions or feedback not otherwise contained in the original scope, the Client acknowledges and agrees that such Additional Services will be charged at an hourly rate of NIS250 or part thereof. 
4.2    Invoicing
(a)    The Interior Designer will provide the Client with a tax invoice in relation to fees payable. Invoices will be rendered in accordance with the Payment Schedule in the Scope of Works, or in the event of a disbursement, and the precise timing is up to the discretion of the Interior Designer.
(b)    Payment will be made by the Client to the Interior Designer within 14 days after receiving the Interior Designer's invoice.
(c)    When making a payment, the Client must quote the invoice number.
4.3    Costs and disbursements
(a)    The Interior Designer is permitted to charge for all costs and expenses incurred in performing the Services, including but not limited to purchasing materials, paying for services, courier services, postage, internet, phone calls, travelling costs.
(b)    Costs and disbursements must be paid by the Client as and when they fall due.
(c)    In the event that the Client authorises the Interior Designer to pay a cost or disbursement on behalf of the Client, and the Interior Designer is required to make such payment out of its own funds, the Client acknowledges and agrees that an additional 20% surcharge will be applied to the total Fee.
4.4    Failure to pay
If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in the agreement, the Interior Designer is entitled to do any or all of the following:
(a)    charge interest on the outstanding amount at the rate of 10% per, accruing daily;
(b)    require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
(c)    not perform any further Services (or any part of the Services).
4.5    Refunds
The Services are not refundable. We reserve the right to provide a refund or credit if we deem, in our sole discretion, it is appropriative in the circumstances.

5    Client's obligations
(a)    During the preparation of the Scope of Works and performance of the Services the Client will:
(i)    co-operate with the Interior Designer as the Interior Designer reasonably requires;
(ii)    provide information and documentation that the Interior Designer reasonably requires;
(iii)    make available to the Interior Designer such Facilities as the Interior Designer reasonably requires; and
(iv)    ensure that the Client's agents cooperate with and assist the Interior Designer.
(b)    If the Client does not provide the Facilities that the Interior Designer reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by the Interior Designer will be paid by the Client.

6    Use of contractors and subcontractors
(a)    The Interior Designer is permitted to engage contractors and sub-contractors, or other persons, to provide some or all of the Services.
(b)    The Interior Designer is not responsible for the work of any contractors, sub-contractors or other persons engaged to perform any of the Services.
(c)    The Interior Designer is not to be held liable for any defects in workmanships or substandard quality in material used.

7    Warranties, liability and indemnities
7.1    Warranties
(a)    The Interior Designer warrants that it will:
(i)    use reasonable care and skill in performing the Services.
(ii)    comply with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any government departments, bodies, and public authorities or other authority in the provision of Services. 
7.2    Insurances
The parties warrant to each other that they have taken out all insurances required by law.
7.3    Compliance with all laws
(a)    Throughout these Terms and Conditions the Client must comply at the Client's own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any government departments, bodies, and public authorities or other authority. The Client must indemnify the Interior Designer from and against all actions, costs, charges, claims and demands in respect thereof.
7.4    No warranties in relation to completion
The Interior Designer provides no warranty that:
(a)    any result or objective can or will be achieved or attained at all or by the Completion Date or any other date, whether stated in these Terms and Conditions, the Scope of Works or elsewhere.
(b)    Any Deliverable published online will remain free from scrutiny, public or private criticism, negative or defamatory comments, or use by third parties for unintended purposes.
7.5    Limitation on liability
(a)    Notwithstanding anything to the contrary, including any other clauses of these Terms and Conditions, the Client will not hold the Interior Designer responsible for any loss, damage, hurt, costs or expenses of any nature whatsoever incurred, including by errors or mistake, that the Client may suffer as a result of the provision of the Services by the Interior Designer or the Deliverables provided to the Client by the Interior Designer. 
(b)    The liability of the Interior Designer under or in connection with these Terms and Conditions whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by the Client to the Interior Designer under these Terms and Conditions. 
(c)    Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill. 
7.6    Indemnity
The Client must indemnify and hold the Interior Designer harmless from and against all Claims and Losses arising from loss, damage, liability, injury to the Client, its agents and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information or Deliverables supplied to the Client by the Interior Designer, or supplied to the Interior Designer by the Client within or outside the scope of these Terms and Conditions.
7.7    Survival of obligations
The obligations accepted by the Interior Designer and the Client under this clause survive termination or expiry of these Terms and Conditions.

8    Termination
(a)    Either Party may terminate these Terms and Conditions by notice in writing to the other if the Party notified:
(i)    For whatsoever reason with 2 weeks’ notice;
(ii)    fails to observe any term of these Terms and Conditions; and 
(iii)    fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of 7 days’ notice of the breach being given in writing by the notifying Party to the other Party.
(b)    Upon termination of these Terms and Conditions any fees, expenses or reimbursements payable by the Client to the Interior Designer in respect of any period up to the Termination Date must be paid by the Client within 14 days after the Termination Date.
(c)    The Client may, at its discretion, pay to the Interior Designer the equivalent amount of the fees payable by the Client to the Interior Designer during the notice period in lieu of any notice period relating to termination of these Terms and Conditions.

9    Dispute Resolution
(a)    If a dispute arises, before any proceeding is commenced the party claiming that a dispute has arisen must give 14-days notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
(b)    If after 14-days the dispute is not resolved then it must be referred to mediation and the costs of the mediation shall be borne by the parties equally.
(c)    Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

10    General
10.1    Force majeure
(a)    Neither Party has any liability under or may be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of these Terms and Conditions which result from circumstances beyond the reasonable control of that Party. 
10.2    Entire agreement
(a)    These Terms and Conditions, together with the Scope of Works, contains the whole agreement between the Parties in respect of the subject matter of the agreement.
(b)    The Parties confirm that they have not entered into the agreement on the basis of any representation that is not expressly incorporated into these Terms and Conditions and Scope of Works.
10.3    Waiver
(a)    No failure or delay by the Interior Designer in exercising any right, power or privilege under these Terms and Conditions or the Scope of Works will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
(b)    The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights and remedies provided by law.
10.4    Agency, partnership etc
(a)    These Terms and Conditions will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.
(b)    Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.
10.5    Further assurance
Each Party to these Terms and Conditions must, at the request and expense of the other, do all things reasonably necessary to carry out the provisions of these Terms and Conditions or to make it easier to enforce.
10.6    Severance
If any provision of these Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and Conditions, and will not in any way affect any other circumstances of or the validity or enforcement of these Terms and Conditions.
10.7    Notices 
A notice or other communication connected with these Terms and Conditions has no legal effect unless it is in writing. In addition to any other method of service provided by law, the notice may be sent by pre-paid post to the address of the addressee as set out in these Terms and Conditions, or sent by email or fax to the email or fax number of the addressee.