design-focused service
TERMS AND CONDITIONS FOR COLLABORATION
1. ENGAGEMENT; TERM
The Client (Purchaser) hereby engages SNPC Design (Samantha Peters), and SNPC Design (Samantha Peters) hereby accepts such engagement and agrees to serve as an independent contractor to the Client (Purchaser), upon the terms and conditions hereinafter set forth, for a term commencing on the Effective Date (purchase date) and expiring 60 BUSINESS DAYS, subject to Section 7 hereof.
2. SERVICES TO BE PROVIDED
Once all supporting documentation has been received, SNPC Design will complete the requested design-focused assistance services for the Client (Purchaser). The Client (Purchaser) will have the option to make revisions to the work as required. Revisions will be billed against the Client’s (Purchaser) purchased block of time. If no time is avaiable in the purchased block of time, SNPC Design will let the Client know and will not commence with revisions until more time is purchased or it is agreed upon between the Client (Purchaser) and SNPC Design to work for a predetermined hourly rate. A revision is defined as changes requested by the Client (Purchaser) or the Client’s (Purchaser) Client. SNPC Design reserves the right to ask for an additional fee or additional hourly block at anytime.
All work will be completed within the proposed project delivery schedule provided and agreed upon by the Client (Purchaser) and SNPC Design.
All work completed by SNPC Design will be delivered to the Client (Purchaser) via electronic delivery. .PDF and .JPG formatted deliverables will be sent. Additional delivery methods can be arranged by request of the Client (Purchaser).
3. PAYMENT
In consideration of the Designer’s services hereunder, the Client (Purchaser) shall pay SNPC Design a fee in the amount of $520.00 for a block of 8 hours. Payment can be made directly through SNPC Design’s website. Work will not commence on the Client (Purchaser) project until payment has been received.
SNPC Design Fees are not refundable after 24 hours of purchase.
4. INDEPENDENT CONTRACTOR STATUS
In performing the services hereunder for the Client (Purchaser), SNPC Design shall be an independent contractor. Nothing contained herein shall be construed to constitute the parties hereto as partners or joint ventures, or either as an agent of the other. SNPC Design shall not be considered as having an employee status during its consulting engagement and shall not be entitled to participate in any employee plans, arrangements, or distributions by the Client (Purchaser) during such period. SNPC Design shall not provide any services under the Client’s (Purchaser’s) name or act as an agent of the Client (Purchaser) and shall not hold himself out as an employee of the Client (Purchaser). Under no circumstances shall SNPC Design, (i) enter into any agreements on behalf of the Client (Purchaser), (ii) incur any obligations on behalf of the Client (Purchaser), or (iii) act for or to bind the Client (Purchaser) in any way,
(b) Except as otherwise required by law, the Client shall not withhold any sums from SNPC Design Fees for Social Security or other federal, state, or local tax liabilities or contributions, and all such withholdings, liabilities, and contributions shall be solely SNPC Design’s responsibility.
(c) As an independent contractor during its engagement, SNPC Design shall be solely responsible for determining the means and methods by which it shall perform the services described herein. All of the Client’s (Purchaser’s) activities under the Agreement will be at its own risk, and it shall have sole responsibility for arrangements to guard against physical, financial, and other risks, as appropriate.
5. CONFIDENTIAL INFORMATION
“Confidential Information” means any non-public information that relates to the actual business or research and development of the Client (Purchaser), technical data, trade secrets or know-how, including, but not limited to, research, product plans, or other information regarding Client’s (Purchaser’s) products or services and markets, therefore, customer lists and customers (including, but not limited to, customers of the Client (Purchaser) on whom SNPC Design called or with whom SNPC Design became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances, other business information or any other form of proprietary information of Client (Purchaser). Confidential Information does not include information that (i) has become publicly known and made generally available through no wrongful act of SNPC Design or (ii) has been rightfully received by SNPC Design from a third party who is authorized to make such disclosure.
6. WORK PRODUCT OWNERSHIP
Any works of authorship will be “works made for hire,” to the extent allowed by law, and that the Client (Purchaser) is deemed to be the author and owner of all copyright and other rights herein.
SNPC Design reserves the right to use any work created under this agreement in all forms and media in relation to SNPC Design’s advertising, publicity, promotional, and marketing activities including, but not limited to, those directed to the public and other social media channels, websites, newsletters, emails, commercial products, education, course materials, video footage, sales marketing or any other business purpose. The Client (Purchaser) waives the right to inspect, approve, or restrict the use of the Work as described herein, as long as, proper recognition and credit of the Client (Purchaser) is given with each activity.
7. TERMINATION
A. Termination. Either party may terminate this Agreement by giving the other party 5 business days prior written notice of such termination.
B. Survival. Upon such termination, all rights and duties of the Client (Purchaser) and SNPC Design toward each other shall cease except:
Section 4 (Designer’s Independent Contractor Status), Section 5 (Confidential Information), and
Section 6 (Ownership of Intellectual Property) will survive the termination of this Agreement.
Upon termination of this Agreement, each Party shall return to the other Party, upon written request, all property in its possession belonging to the other party, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, recordings, software, and any other information.
8. DESIGN DISCLAIMER AND LIMITATION OF LIABILITY
Any design examples displayed on SNPC Design’s website are only shown as examples of what might be possible now or in the future. There can be no assurances as to any particular design outcome based on the use of SNPC Design’s Website. This information is only shared as examples with the Client (Purchaser) but it does not serve as a guarantee or promise of any kind for Client (Purchaser) results and successes if Client (Purchaser) decides to use the same information, reviews, products, services, tips and techniques offered here.
Client (Purchaser) agrees not to hold SNPC Design responsible for any decision-making regarding designs, the success or failure of Client’s (Purchaser) personal or business decisions, the increase or decrease of Client’s (Purchaser) finances or income level, or any other result of any kind that Client (Purchaser) may experience from the information presented by SNPC Design. Client (Purchaser) is solely responsible for design outcomes. Client (Purchaser) agrees to hold SNPC Design harmless for any recommendations made for Client’s (Purchaser’s) interior design projects such as manufacturing imperfections, mislabeled dimensions, shipping issues, out-of-stock items, late deliveries, or any vendor price or product changes. SNPC Design does not confirm product specifications for the Client’s (Purchaser) designs or logistics of implementation.
Any samples of fabrics, paints, wood, or any other materials used in the design plan should be obtained by the Client (Purchaser) prior to purchase where applicable. Electronic Design (AKA eDesign) uses computer correspondence and sourcing for products therefore colors may not be accurately depicted due to altered photography or screen settings on computer monitors or device screens. Client (Purchaser) agrees to hold SNPC Design harmless for any color discrepancies or misinformation provided on the manufacturer or vendor’s website for sizes or colors.
Client (Purchaser) is encouraged to perform his or her own due diligence and research before acting upon SNPC Design’s recommendations. Client (Purchaser) shall only implement design changes that fit his or her needs and seem reasonable to Client (Purchaser). Client (Purchaser) agrees that under no circumstances, SNPC Design and/or officers, employees, successors, shareholders, joint venture partners or anyone else working with the Designer shall be liable for any direct, indirect, incidental, consequential, equitable, special, punitive, exemplary or any other damages resulting from Client’s use of Designer Services. Client (Purchaser) also agrees that not to hold SNPC Design liable for any of Client’s (Purchaser) outcomes, successes or failures directly or indirectly related to the information, reports, designs, reviews, products and/or services presented by SNPC Design.
Client (Purchaser) also expressly agrees that SNPC Design and/or our officers, employees, successors, shareholders, joint venture partners, or anyone else working with SNPC Design shall not be liable to Client (Purchaser) for any damages resulting from 1) any errors or omissions by SNPC Design, delay or denial of any products or services, failure of performance of any kind, interruption in the operation in the Design Services, and any other delays in providing the Design Services; 2) any loss of income, use, data, revenue, profits, business or any goodwill related to the Design Services; 3) any theft or unauthorized access by third party of Client (Purchaser) information from SNPC Design’s website regardless of Designer’s negligence; and 4) any use or misuse of the information, products and/or services offered on SNPC Design’s website.
This limitation of liability shall apply whether such liability arises from negligence, breach of contract, tort or any other legal theory of liability. Client (Purchaser) agrees that SNPC Design provides no express or implied guarantees to Client (Purchaser) for the designs presented.
9. NO WARRANTIES
ALL CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES OFFERED BY SNPC DESIGN OR ON SNPC DESIGN’S WEBSITE ARE “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, EXPRESS OR IMPLIED TO THE FULL EXTENT PERMISSIBLE BY LAW. SNPC DESIGN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, PRODUCTS AND/OR SERVICES PROVIDED. SNPC DESIGN MAKES NO WARRANTIES THAT ANY DESIGN RECOMMENDATIONS MADE TO THE CLIENT WILL MEET CLIENT’S REQUIREMENTS OR THAT THE INFORMATION PRESENTED WILL BE COMPLETE, CURRENT, OR ERROR-FREE. SNPC DESIGN DISCLAIMS ALL WARRANTIES, IMPLIED AND EXPRESS FOR ANY PURPOSE TO THE FULL EXTENT PERMITTED BY LAW.
13. DELAYS
Any delays by the Client (Purchaser) including but not limited to materials, information, access to the premises, suppliers, contractors, or anything else related to the design project shall extend SNPC Design’s time to provide the Services.
14. ENTIRE AGREEMENT; MODIFICATIONS
This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements between such parties, whether written or oral, with respect to such subject matter. This Agreement may not be amended or revised except by a writing signed by the parties.
15. SEVERABILITY
The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. Any invalid or unenforceable provision shall not be deleted but shall be reformed and construed in a manner to enable it to be enforced to the extent compatible with applicable law
16. GOVERNING LAW
The Parties agree that this Agreement shall be construed under and governed by (both as to validity and performance) and enforced in accordance with the internal laws of the State of Texas, United States is applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.
17. MEDIATION AND ARBITRATION
Any dispute between the Parties under this Agreement shall be first submitted to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the laws of the State of Texas, United States unless the Parties stipulate otherwise. If any dispute between the Parties is to be submitted to mediation or arbitration, the Client (Purchaser) agrees to pay SNPC Design’s legal service fees regardless of the ruling found during mediation or arbitration.
18. REPRESENTATIONS AND WARRANTIES
Both Parties represent and warrant that each Party has full power, authority, and right to execute, deliver and perform under the terms of this Agreement. No other consents are necessary to enter or perform this Agreement.
19. COMMUNICATION
Both Parties will communicate via email, client portal, or Zoom to keep each other informed on the progress of the design project. SNPC Design’s hours of operation are M-F 7am-8am and 6pm - 9 pm central and any questions received after 8PM from the Client (Purchaser) will be answered by the Designer the next business day, excluding weekends. Any work done outside of these hours will be subject to SNPC Design’s hourly rate of $125.
20. WAIVER
Neither Party will be deemed to have waived any of its rights, power, or remedies hereunder except in writing signed by the Party. A waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
21. INDEMNIFICATION
Client shall indemnify and hold harmless SNPC Design from any damages, claims, liabilities, losses, and expenses including reasonable attorney’s fees, arising out of any act or omission of SNPC Design in performing the services or breach of any provision of this Agreement by the SNPC Design.
22. FORCE MAJEURE
Neither Party will be deemed in default of its obligations to the extent that the performance of any such obligation is prevented or delayed by war, insurrection, fire, flood, riot, acts of terrorism, strikes, acts of God, telecommunications failures or errors, systematic internet failure, including but not limited to interruptions by service providers, or any similar event or circumstance not caused, in whole or part, by such Party, and which is beyond the reasonable control of such Party.
Last updated 12/2023