Terms & Conditions

GENERAL

(a) These terms will apply to all the Client’s dealings with ROZE.STUDIO, including being incorporated in all proposals, quotesor orders under which ROZE.STUDIO is to provide goods and services to the Client (Proposal).

(b) The Client will be taken to have accepted this agreement if the Client accepts a Proposal, or if the Client orders, accepts or pays for any goods or services provided by ROZE.STUDIO after receiving or becoming aware of this these terms.

(c) In the event of any inconsistency between these terms and the Key Details, these terms will prevail to the extent of such inconsistency, except that any “Special Conditions” in the Key Details will prevail over these terms to the extent of any inconsistency.

THE SERVICES

a. The quality, quantity and description of the Services are as stated in the Scope of Services, unless disscussed and agreed otherwise in writing.

b. The Designer shall perform and complete the Services in accordance with the Design Contract (fee proposal)

d. After accepting the concept and proposed layout, any major changes made to the layout or design will be charged on hourly rate of $165 in order to update the design documents.

2 – TERM OF AGREEMENT

This agreement commences on the Commencement Date specified in the Key Details and will continue until the Services are completed unless, terminated earlier in accordance with clause 16.

3 – MEANING OF CAPITALISED WORDS AND PHRASES

Capitalised words and phrases used in this agreement have the meaning given:

(a) to that word or phrase in the Key Details;

(b) by the words immediately preceding any bolded andbracketed word(s) or phrase(s); or

4 – SERVICES

4.1 – Performance of Service

(a) In consideration for the payment of the Fees set out in the Key Details, ROZE.STUDIO will provide the Client with the Services.

(b) The quality, quantity and description of the Services are as stated in the Scope of Services, unless disscussed and agreed otherwise in writing.

(c) If the Designer performed any services for the Client prior to the operative date of the Design Contract, those services shall be incorporated in the Services and are governed by the terms of the Design Contract.

4.2 – Interior Design

If the Services include Interior Design Services, the Client acknowledge and agree that:

(a) while ROZE.STUDIO uses its best endeavours to ensure that any designs, plans and drawings provided as part of the Interior Design Services (Designs) are compliant with Laws, such Designs must not be used for architectural or engineering purposes unless their durability, fitness for purpose and other features are verified with an architectural, engineering or building expert (as applicable);

(b) ROZE.STUDIO do not organise any approvals or other compliance documentation from council or other regulatory authorities that the Client may require. This is the Client’s responsibility; and

(c) while ROZE.STUDIO uses its best endeavours to provide the Interior Design Services by taking into consideration the Client’s total budget for the Renovations (Budget), ROZE.STUDIO do not guarantee that the Interior Design Services will reflect a scope of work that will be within the Client’s Budget.

4.3 – Design Management

If the Services include Design Management Services, the Client acknowledges and agrees that:

(a) ROZE.STUDIO is not responsible for engaging or making payment of any fees to any third-party contractors (Third Party Contractors) engaged for Building Works;

(b) these Services are limited to co-ordinating and providing guidance to Third Party Contractors on implementing the Designs and ROZE.STUDIO are not responsible for undertaking or completing any of the Building Works;

(c) ROZE.STUDIO will not be liable for any changes made to the Designs by any Third Party Contractors while undertaking Building Works;

(d) ROZE.STUDIO is not responsible for entering into agreements with any Third Party Contractors. This is the Client’s responsibility;

(e) any damage caused to the Property in connection with the Building Works is the responsibility of the applicable Third Party Contractor. For the avoidance of doubt, any liability of ROZE. STUDIO is limited to the Design Management Services;

(f) by accepting a recommendation or authorising a part of any recommendation made by ROZE.STUDIO, the Client:

(i) confirms that it has satisfied itself as to the suitability of any Design or Building Works and that any Design or Building Works is appropriate and compliant with Law; and

(ii) accepts any risks (whether they be obvious or not) in following a recommendation.

4.4 – Furniture and Art Selection

If the Services include Furniture and Art Selection Services, the Client acknowledges and agrees that the Furniture and Art Selection Services are limited to ROZE.STUDIO recommending furniture, art and any other items to the Client and it is the Client’s responsibility to procure the furniture, art and any other items themselves

4.5 – Furniture Procurement

If the Services include Furniture Procurement Services, the Client acknowledges and agrees that:

(a) the actual price required to be paid for a Product (Actual Price) may be greater than the price quoted by ROZE.STUDIO to the Client (Quoted Price). This may be due to a range of factors including shipping and delivery fees, import duties and taxes, currency fluctuations, cost of raw materials and installation fees; and

(b) where the price variance between the Quoted Price and the Actual Price (Variance) is greater than 15%, ROZE.STUDIO will contact Client and Client will have option to either:

(i) pay ROZE.STUDIO the Variance; or

(ii) cancel the Product and ROZE.STUDIO will refund the Client the cost of the Product less any costs already incurred by ROZE. STUDIO.

(c) For the avoidance of doubt, if the Variance is less than 15% the Client acknowledges and agrees to pay ROZE.STUDIO the Variance.

In the event that the Client has any issues with the furniture supplied (such as warranty claims and defects), the Client must contact the manufacturer directly to resolve the issues. ROZE. STUDIO will inspect furniture delivered to determine whether they are fit for purpose, however the Client acknowledges that latent defects may exist which only become apparent after a period of time.

4.6 – Supply of Products

Where the Services include ROZE.STUDIO purchasing Products on behalf of the Client, the Client acknowledges and agrees that:

(a) unless otherwise agreed, ROZE.STUDIO will require the Client to make payment of any Product in full before the Product is purchased by ROZE.STUDIO on behalf of the Client;

(b) ROZE.STUDIO do not accept change of mind returns for any Products purchased by ROZE.STUDIO as part of the Services;

(c) all Products must at all times be used in accordance with the manufacturer’s instructions. Otherwise, the Client acknowledges the risks of damage and personal injury; and

(d) Products purchased by ROZE.STUDIO as part of the Services, will have only the benefit of any warranty given, and insurance held, by the manufacturer and in the case where ROZE.STUDIO are considered the manufacturer, any warranty or insurance held by ROZE.STUDIO will only be to the extent required under the Competition and Consumer Act 2010 (Cth).

4.7 – Changes to Services

(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by ROZE.STUDIO (Change Fee), for changes to Services requested by the Client which alter the scope set out in the Key Details or attached Proposal (if applicable) and require ROZE.STUDIO to perform additional work or incur additional costs (Changes).

(b) Unless otherwise agreed in writing, ROZE.STUDIO may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

(i) ROZE.STUDIO agrees in writing to perform the Changes;

(ii) the Client confirms in writing that they wish for ROZE.STUDIO to proceed with the Changes and the relevant Change Fee; and

(iii) the Client pays the Change Fee, in accordance with 7.1 as if it was a Fee.

4.8 – Changes to Furniture

(a) If the Services include furniture selection and/or procurement, ROZE.STUDIO will require the Client to approve the relevant furniture selected. Following such approval, in the event that the Client wishes to change the selected furniture:

(i) it must notify ROZE.STUDIO of this as soon as possible.The Client acknowledges that it may not be possible to change the selection where advised by ROZE.STUDIO (such as where furniture has already been ordered), and ROZE.STUDIO’s decision in this regard is final;

(ii) if ROZE.STUDIO advises that it is possible to change the furniture, the Client must pay ROZE.STUDIO additional fees based on the time spent by ROZE.STUDIO in connection with considering, researching and effecting such changes charged at ROZE.STUDIO’s then current hourly rate. Such fees are payable by the Client to ROZE.STUDIO within 7 days of invoice ROZE. STUDIO; and

(iii) the costs of the furniture may change, depending on the changes to the furniture

4.10 – Timing

(a) In the course of ROZE.STUDIO performing the Services, the parties may agree to a schedule for providing Services, including estimated dates for delivery and completion (Schedules). Where the Services include photoshoots, ROZE.STUDIO may request that the Client and any third party contractors (such as builders) enter into a memorandum of understanding setting out each party’s obligations and associated due dates.

(b) ROZE.STUDIO will use its best efforts to meet these Schedules, however, due to various reasons may not always be able to do so and the Client agrees that any Schedules the parties agree to are estimates only and are non-binding on ROZE.STUDIO

(c) Without limitation ROZE.STUDIO reserves the right to revise a Schedule if the delay is caused by the Client’s failure to provide timely feedback or other information reasonably requested by ROZE.STUDIO to perform the Services, or if a third party supplier causes any delays. ROZE.STUDIO will not be liable for any loss, cost expense, damage or any other amount that the Client may incur or suffer arising from any failure to meet a Schedule

5 – CLIENT OBLIGATIONS

(a) (Provide information) The Client must provide ROZE.STUDIO with all documentation, information and assistance reasonably required for ROZE.STUDIO to perform the Services.

(b) (Access to Property) The Client must provide ROZE.STUDIO with access to the Property to the extent reasonably required by ROZE.STUDIO to perform the Services.

(c) (Sign off) For Services that are delivered in stages, the Client must sign off on each stage of the Service and acknowledges that until the Client signs off on a completed stage of a Service, ROZE.STUDIO will not commence the next stage of the Service. ROZE.STUDIO will not be held liable for any delays resulting from the Client not signing off on a completed stage of a Service within a reasonable timeframe or failing to sign off.

(d) (Approvals) The Client is responsible for obtaining and maintaining all permits and necessary approvals for compliance with local, state and federal government requirements relating to the Services or the Property.

(e) (Compliance with laws) The Client agrees that it will not, by receiving or requesting the Services breach any applicable Laws

6 – AMENDMENTS TO DELIVERABLES

(a) The Client will be provided with 1 round of amendments in relation to each deliverable provided from ROZE.STUDIO to the Client in the course of providing the Services. A deliverable includes any image, picture, brief, design, drawing and plan provided by ROZE.STUDIO to the Client (Deliverables).

(b) The Client will have 7 days from the date ROZE.STUDIO provides the Client with the Deliverable to request any amendments to the Deliverable (Amendment Period).

(c) If no amendments are requested by the Client during the Amendment Period, at the end of the Amendment Period the Deliverable(s) will automatically be taken to have been completed, approved, and accepted by the Client and no further amendments are permitted to be made.

7 – PAYMENT

7.1 – Fees

(a) The Client must pay to ROZE.STUDIO the before commencement of each design stage and in accordance with the terms set out in an invoice, as set out in the Key Details or as otherwise agreed in writing.

(b) If there is no Milestone or Due Date set out in the Key Details in relation to a Fee, that Fee must be paid at the time set out in the relevant invoice issued by ROZE.STUDIO.

7.2 – Invoices

ROZE.STUDIO will issue a valid tax invoice to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an invoice or as otherwise agreed in writing.

7.3 – Late Payments If the Client does not pay an amount on or before the Milestone or Due Date set out in the Key Details or within the time set out in the relevant invoice, ROZE.STUDIO may immediately cease providing the Services.

7.4 – Expenses

Any expenses to be paid by the Client will be set out in the Special Conditions of the Key Details.

8 – ACCREDITATIONS

(a) All photographs and videos of any Services provided to the Client must bear an accreditation and/or a copyright notice including the ROZE.STUDIO’s name in the form, size and location, if directed by ROZE.STUDIO.

(b) The Client will allow ROZE.STUDIO to take photographs or video content of the Property and any Services it has provided under this agreement for the purposes of marketing or promoting ROZE.STUDIO’s services. This includes describing, reproducing, publishing and displaying any photographs or videos in ROZE. STUDIO’s portfolios, websites and across all social media platforms. For clarity, this clause 8(b) does not apply if the consent to photography has been declined by client prior to starting the project.

9 – RELATIONSHIP

(a) The parties acknowledge that ROZE.STUDIO is an independent contractor and not the Client’s employee. Unless specified otherwise in this agreement, ROZE.STUDIO is not the Client’s agent and has no authority to bind the Client or act on the Client’s behalf at any time.

(b) Where the Services require ROZE.STUDIO to engage or direct a Third Party Contractor or purchase goods on the Client’s behalf, the Client acknowledges that in doing so ROZE.STUDIO is at all times acting solely as the Client’s agent.

10 – CONFIDENTIALITY

(a) Except as contemplated by this agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.

(b) This clause 10 does not apply to:

(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);

(ii) information disclosed by ROZE.STUDIO to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement.

(c) For the purposes of this agreement, “Confidential Information” means information of or provided by a party to the other party under or in connection with this Agreement that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

(d) The parties acknowledge and agree that ROZE.STUDIO’s Confidential Information includes its internal files relating to the Services, including supplier communications, quotes, invoices and receipts, price lists (including those obtained from suppliers and wholesalers) and similar, and notwithstanding any other provision of this agreement, ROZE.STUDIOretains ownership of such Confidential Information and is not required to release it to the Client at any time.

11 – INTELLECTUAL PROPERTY

11.1– Definitions In this clause, the following terms have the following meanings in relation to Intellectual Property Rights:

(a) Existing Material means Material of either party, other than New Material;

(b) New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement; and

(c) Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever, however excluding ROZE.STUDIO’s Confidential Information.

11.2 – Existing Material

(a) Unless otherwise stated in the Key Details:

(i) each party retains ownership of the Intellectual Property Rights in its Existing Material; and

(ii) nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party.

(b) The Client grants to ROZE.STUDIO (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.

(c) The Client warrants that ROZE.STUDIO’s use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and will indemnify ROZE.STUDIO from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

(d) ROZE.STUDIO grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:

11.3 – New Material

(a) Unless otherwise stated in the Key Details, Intellectual Property Rights in New Material are immediately assigned to and vest in the Client as those rights are created.

(b) The Client grants to ROZE.STUDIO a perpetual, irrevocable, transferable, worldwide and royalty free licence (including the right to sublicense) to use, copy, modify and adapt the New Material.

11.4 – Third Party Intellectual Property

ROZE.STUDIO warrants that:

(a) the provision of the Services to the Client; and

(b) the Client’s receipt and use of the Services for their intended purpose, will not infringe the Intellectual Property Rights of any third party.

12 – WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement or a Proposal are excluded.

(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

13 – THIRD PARTY GOODS AND SERVICES

(a) Any Service that requires ROZE.STUDIO to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ and cancellation policies.

(b) During the course of providing the Services, ROZE.STUDIO may recommend Third Party Contractors for the Client to contract with directly for specific services. Any recommendation made by ROZE.STUDIO does not constitute endorsement of that Third Party Contractor and the Client is under no obligation to engage the services of that Third Party Contractor.

(c) If ROZE.STUDIO recommends a Third Party Contractor, and the Client engages directly with them under their Third Party Terms, the Client’s relationship and liability in relation to the subject matter of those services is with the Third Party Contractor.

(d) The Client agrees to any Third Party Terms applicable to any goods and services supplied by a third party that the Client or ROZE.STUDIO acquires as part of the Services and ROZE. STUDIO will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

14 – LIABILITY

(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of ROZE.STUDIO to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to the total Fees paid to ROZE.STUDIO by the Client and relevant design stage fees.

(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless ROZE.STUDIO and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:

(i) breach of any term of this agreement; or

(ii) negligent, fraudulent or criminal act or omission.

(ii) to the Property caused by any delivery services by third party suppliers.

(c) (Consequential loss) ROZE.STUDIO will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by ROZE.STUDIO, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

(d) (Delivery of products) To the maximum extent permitted by law, ROZE.STUDIO will not be liable for any loss or damage:

(i) to Products caused during shipping or delivery; and

(ii) to the Property caused by any delivery services by third party suppliers.

15 – SUBCONTRACTING

(a) ROZE.STUDIO may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

(b) ROZE.STUDIO will use reasonable endeavours to ensure that such subcontractors comply with the provisions of this agreement, however a breach by such subcontractors of this agreement will not be deemed a breach by ROZE.STUDIO.

16 – TERMINATION

16.1 – Termination for Convenience Either party may terminate this agreement for convenience at any time by providing 1 months’ written notice to the other party.

16.2 – Termination for Cause Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:

(a) is in breach of this agreement and either:

(i) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or

(ii) that breach is not capable of remedy; or

(b) ceases, suspends or threatens to cease or suspend to conduct its business; or

16.3 – Accrued Rights and Liabilities

The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.

16.4 – Effect of Termination

Upon termination of this agreement:

(a) the Client must pay all amounts owed for goods or services already provided as at the date of termination;

(b) each party must return all property of other party to the other party;

16.5 – Survival

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

17 – DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days

(or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

19 – NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring Business Day in that state or territory; or

(ii) when replied to by the other party, whichever is earlier.

20 – GENERAL

20.1 – Governing and Jurisdiction

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

20.2 – Amendments

This agreement may only be amended in accordance with a written agreement between the parties.

20.3 – Waiver

No party to this agreement may rely on the words or conduct of

any other party as a waiver of any right unless the waiver is in

writing and signed by the party granting the waiver.

20.4 – Severance

Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void orunenforceable. The validity and enforceability of the remainder of this Agreement is not limited or otherwise affected.

20.5 – Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

20.6 – Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

20.7 – Counterparts

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original

20.8 – Costs

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

20.9 – Entire Agreement

This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

20.10 – Interpretation

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (currency) a reference to $; or “dollar” is to Australian currency;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

21 – DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Building Works

Any renovation, construction (including extension or new build), or any other modification to the Property.

Design

Has the meaning given in clause 4.2(a).

Intellectual Property Rights

All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade secret, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

Laws

Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.

Personnel

Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.

Proposal

Has the meaning given in clause 1(a).

Third Party Contractor

Has the meaning given in clause 4.3(a).