TERMS & CONDITIONS

1. Compensation: The services to be rendered by the designer shall be those described in this contract and are integral to this agreement.

2. Professional Services: The compensation for services rendered by the designer is developed from our understanding of the objectives of the project. Our budget is based on services to be performed by the designer to meet those objectives. Additional services not included, that may be requested of the designer will be performed on a lump sum fee basis. An outline of the additional services and fee for those services will be prepared and submitted at the time of request. Additional services shall be subject to all terms and conditions as an addendum to this agreement.

3. Reimbursable Expenses: a. Reimbursable expenses including those incurred by consultants are not included within the fee for services. b. Reimbursable expenses shall include expenditures made in the interest of the project including, but not limited to: transportation (at business class) and reasonable living expenses when travelling in connection with the project; photocopies; reproduction of drawings; photography; film & processing; postage, overnight, and general delivery charges.

4. Payments: Fees for professional services and reimbursements will be invoiced monthly and are payable on receipt. Any amount not paid within 60 days from date of invoice will bear interest at the rate of one and one-half percent (1.5 %) per month until paid. The provision for the payment of interest shall not be construed as authorisation to make payments late.

5. General Terms: a. Acceptance and Review: The agreement may be accepted only by signing a copy of this document and returning same to the designer. By acceptance in such manner, the client agrees that both parties are to be bound only by the terms and conditions embodied herein which shall constitute the entire agreement. It is subject to re-negotiation if acceptance is not completed within 30 days. If an extension is desired, the designer shall be notified in writing prior to the expiry date. b. Termination: If either party fails substantially to perform in accordance with its terms, this agreement may be terminated by the other party upon a 30 day written notice. Where a breach is remediable and the party in breach has not remedied the breach within 30 days of receiving notice, the agreement may be terminated forthwith (without prejudice to other remedies). If the designer goes into receivership/liquidation or if there is a change in ownership or control the client has the right to terminate this agreement. If the client’s building is damaged other than superficially by fire or any other cause, the client has the right to terminate this agreement. In the event of such termination full payment shall be made for such services performed to termination date including reimbursable expenses when due and any losses reasonably incurred by the designer due to such termination. c. Changes: Any changes in the project specifications desired by the client shall be promptly communicated to the designer. Any changes to previously approved work requiring additional services will be subject to additional fee billing in accordance with provisions of Paragraph 2 above. All changes must be authorised in writing by such authorised representative as the client may designate. d. Additions: Any additional design or other services requested by the client and not reasonably required to be performed by the designer under this agreement, shall be undertaken by the designer only pursuant to written agreement between the designer and the client. e. Consultants: The employment of any consultants by the designer shall be only after notification to the client. f. Ownership: All project designs, renderings and drawings developed and approved by the client under this agreement shall become the property of the client upon the receipt of full payment to the designer. The designer shall retain copyright on all designs and release of copyright ownership will be subject to a separate financial agreement. The designer shall be held harmless and without liability for any reuse of these documents or modified versions of same, following any transfer of the copyright ownership. g. Estimates: The designer has no control over constructions, fabrications, furnishings or printing costs; any estimate of cost for the project which may be made by the designer pursuant to the services provided for herein will be made on the basis of its experience and qualifications and represent the best judgement of design professionals. However the designer cannot and does not guarantee that proposals, bids or the actual project cost will not vary from any of the prepared cost estimates. h. Captions and Headings: The captions and headings throughout this agreement are for convenience and reference only and the words contained therein shall in no way be held or deemed to define, limit, describe, modify, or add to the interpretation, construction, or meaning of any provision of or scope or intent of this agreement. i. Entire Agreement: This agreement by the designer herein represents the entire understanding and agreement between the parties hereto relating to the services and supersedes any and all prior agreements, whether written or oral, that may exist between parties regarding same. To the extent that any additional or different terms or conditions whether contained in the client’s purchase order or any other document conflict with the terms and conditions of the agreement, the terms and conditions of this agreement shall govern. No amendment or modification to this agreement or any waiver of any provisions hereof shall be effective unless in writing and signed by both parties. j. Delays: Performance of the services by the designer shall be pursued with due diligence in all requirements hereof, however, the designer shall not be liable for any loss or damage for delay or non-performance due to causes not reasonably within its control. In the event of any delay resulting from such causes, the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. In the event of any delay or non-performance caused by such uncontrollable forces, the designer shall promptly notify the client in writing of the nature, cause, date of commencement thereof and the anticipated period that the completion dates or fees will be affected thereby. k. Confidentiality: All information relating to the business operations of the client shall be treated as confidential information to the designer. Any such  information shall be used solely for the purpose for which it was provided and upon conclusion or termination of this agreement the designer shall return all confidential information to the client if so desired.