1. STRUCTURE OF AGREEMENT

1.1 These Terms

These Client Services Terms (“Terms”) are between Sophie Bortoli trading as Design by Sop (“Design by Sop”, “Sophie”, “Designer”, “I” or “me”) and the client identified in the relevant Fee Proposal (“Client” or “you”).

1.2 Fee Proposal / Scope of Work

For each project, Design by Sop may issue a written fee proposal, scope of services, statement of work or similar document (“Proposal”).

The Proposal will identify the Project and may include:

• the Project address;

• scope of Services;

• Deliverables;

• exclusions;

• design stages;

• Fees;

• hourly rates;

• included revisions;

• anticipated Project Timeline;

• payment schedule; and

• any Project-specific terms.

1.3 Agreement

Once accepted, each Proposal forms an agreement between Design by Sop and the Client incorporating these Terms.

Together, the accepted Proposal and these Terms form the “Agreement”.

1.4 Order of precedence

If there is an inconsistency between the documents forming the Agreement, the following order of precedence applies:

1. any Project-specific terms expressly stated in the accepted Proposal; and

2. these Terms.

2. TERM

These Terms commence when the Client first accepts a Proposal incorporating them and continue until terminated in accordance with these Terms.

Each individual Project commences on the date stated in the relevant Proposal or, if no date is specified, when the Proposal is accepted.

The Project continues until the Services have been completed or the Project is terminated in accordance with the Agreement.

3. SERVICES

Design by Sop will provide the Services described in the relevant Proposal.

Depending on the agreed scope, Services may include but are not limited to:

• concept design;

• interior design direction;

• spatial planning;

• material, finish and colour selections;

• furniture, lighting and fixture selections;

• custom joinery design;

• custom furniture design;

• furniture and FF&E curation;

• interior plans and elevations;

• design documentation;

• schedules and specifications;

• supplier and product research;

• design presentations;

• site visits;

• procurement assistance; and

• other services included in the Proposal.

Services not included in the Proposal are excluded and may be treated as Additional Services.

4. EXCLUDED SERVICES

Unless specifically included in the Proposal, Design by Sop does not provide:

• architectural services;

• structural engineering;

• building surveying or certification;

• planning or building permit services;

• electrical, hydraulic, mechanical or other engineering services;

• quantity surveying;

• formal construction cost estimates or cost certification;

• construction or building services;

• construction management;

• building supervision;

• site safety supervision;

• structural or technical certification;

• engineering documentation;

• fabrication documentation;

• contractor or specialist shop drawings;

• certified shop drawings;

• builder, contractor or trade workmanship;

• specialist compliance advice; or

• services requiring professional registration that Design by Sop does not hold.

Where specialist services are required, the Client is responsible for engaging an appropriately qualified and registered professional unless otherwise agreed in writing.

5. CLIENT RESPONSIBILITIES

The Client must:

5.1 Information

Provide Design by Sop with clear, accurate, complete and up-to-date information reasonably required to provide the Services.

The Client must promptly notify Design by Sop if relevant information changes.

5.2 Brief and budget

Provide a reasonably clear Project brief and communicate any relevant budget limitations or priorities.

5.3 Access

Provide reasonable access to the Project site where required to perform the Services.

5.4 Decisions and approvals

Provide information, feedback, decisions and approvals within reasonable timeframes.

5.5 Review

Carefully review drawings, selections, schedules, presentations and other information supplied for approval and notify Design by Sop of any concerns or requested changes before approval.

5.6 Specialist advice

Obtain any architectural, engineering, building, planning, surveying, compliance or other specialist advice required for the Project and outside Design by Sop's agreed scope.

5.7 Contractors

Ensure that builders, joiners, fabricators, tradespeople, manufacturers and suppliers verify dimensions, quantities, site conditions and construction requirements relevant to their work before ordering, manufacture or construction.

6. CLIENT APPROVALS

Design by Sop may request written Client approval during the Project.

Approval may be provided by email or another written method agreed between the parties.

Design by Sop may rely on approvals and instructions provided by the Client or a representative authorised by the Client.

Once the Client has approved a design direction, selection, drawing, stage or Deliverable, subsequent changes requested by the Client may constitute Additional Services.

Payment of an invoice does not, by itself, constitute design approval.

7. REVISIONS

The number of revision rounds included in the Fees will be stated in the Proposal.

Unless otherwise agreed, the Client must provide feedback for each revision round as one complete set of comments.

A revision round means Design by Sop reviewing and responding to that set of Client feedback.

The following may constitute Additional Services:

• revisions beyond the number included;

• changes following Client approval;

• substantial changes to the original brief;

• requests for additional design options;

• redesign resulting from revised Client requirements;

• changes caused by newly supplied information; or

• changes resulting from contractor, consultant or supplier requirements outside Design by Sop's control.

8. ADDITIONAL SERVICES AND VARIATIONS

The Client may request a variation to the Services at any time.

Design by Sop may accept or decline a requested variation.

Before undertaking material Additional Services, Design by Sop will, where reasonably practicable, advise the Client of:

• the additional Services proposed;

• any additional Fees or applicable hourly rate; and

• any expected impact on the Project Timeline.

Additional Services may include:

• additional rooms or areas;

• additional meetings;

• additional site visits;

• additional design concepts;

• additional revisions;

• redesign following approval;

• additional documentation;

• work resulting from changes to the Client brief;

• work resulting from builder or consultant changes;

• sourcing additional products or alternatives;

• additional procurement services; or

• any other work outside the agreed scope.

A variation may be approved by signed document, email or another written method agreed between the parties.

9. FEES AND PAYMENT

9.1 Fees

The Client must pay the Fees stated in the Proposal.

Fees may be structured as:

• a fixed fee;

• an hourly rate;

• a stage-based fee;

• a procurement or purchasing fee; or

• another fee arrangement stated in the Proposal.

9.2 Invoices

Invoices are payable within 7 days of the invoice date unless otherwise stated in the Proposal.

9.3 GST

GST will only be charged where Design by Sop is required and entitled to charge GST under Australian law.

Where GST applies, it will be shown on the relevant invoice.

9.4 Expenses

Unless included in the Fees, the Client must reimburse reasonable Project expenses approved by the Client or expressly permitted under the Proposal.

These may include:

• samples;

• printing;

• specialist couriers;

• travel outside the agreed service area;

• freight;

• supplier charges; and

• other Project-specific expenses.

10. OVERDUE PAYMENTS

If an invoice remains unpaid after its due date, Design by Sop may provide written notice requesting payment.

If payment remains outstanding after reasonable notice, Design by Sop may suspend the Services until overdue amounts are paid.

Design by Sop is not responsible for delays to the Project resulting from a suspension caused by overdue payment.

The Client remains responsible for Fees and approved expenses properly incurred before suspension or termination.

Design by Sop may recover reasonable debt recovery costs to the extent permitted by law.

11. PROJECT TIMELINE

Any Project Timeline provided by Design by Sop is an estimate unless agreed otherwise in writing.

Timing may be affected by matters including:

• Client feedback;

• Client approvals;

• changes to the scope;

• consultant information;

• builder or contractor timelines & availability;

• supplier availability;

• product lead times;

• manufacturing;

• freight;

• site conditions;

• third-party delays; and

• events outside Design by Sop's reasonable control.

Design by Sop will use reasonable efforts to progress the Services in accordance with the anticipated Project Timeline but does not guarantee completion by a particular date unless agreed in writing.

12. PROJECT BUDGET AND COST INFORMATION

The Client must communicate relevant Project budget information to Design by Sop.

Where Design by Sop provides prices, estimated costs, allowances or budget information, those amounts are indicative unless expressly stated otherwise.

Prices may change due to matters including:

• supplier price increases;

• changes in availability;

• freight;

• exchange rates;

• builder or contractor pricing;

• changes to scope;

• manufacturing costs; and

• changes requested by the Client.

Unless included in the Services, Design by Sop is not acting as a quantity surveyor or construction cost consultant.

Design by Sop does not guarantee that the Project will be completed for a particular construction, furnishing or procurement budget.

Builders, contractors, suppliers and manufacturers remain responsible for providing and confirming their own quotations.

13. SITE MEASUREMENTS AND EXISTING CONDITIONS

Design by Sop may take site measurements where reasonably required for design purposes.

Unless agreed otherwise, Design by Sop's measurements are for preparation and coordination of the design documentation and are not a substitute for verification by the party responsible for construction, fabrication or installation.

Before ordering, manufacturing, fabricating or constructing anything based on Design by Sop's documentation, the relevant builder, joiner, fabricator, contractor, manufacturer or supplier must verify:

• dimensions;

• levels;

• quantities;

• existing site conditions;

• construction requirements; and

• compatibility with adjoining work.

Design by Sop is not responsible for concealed conditions, latent defects or site conditions that could not reasonably have been identified during the Services.

If a builder, contractor or supplier identifies a material discrepancy, Design by Sop should be notified before the affected work proceeds.

14. BUILDERS, CONTRACTORS AND CONSULTANTS

Builders, contractors, tradespeople, consultants, manufacturers and suppliers engaged in connection with the Project remain responsible for their own services and work.

Design by Sop is not responsible for:

• construction methodology;

• construction sequencing;

• structural adequacy;

• contractor workmanship;

• fabrication methodology;

• site safety;

• contractor supervision;

• specialist compliance requirements falling within another professional's scope; or

• errors or omissions of third parties,

except to the extent Design by Sop has caused or contributed to the relevant loss and responsibility cannot lawfully be excluded.

Any review by Design by Sop of shop drawings, contractor information, samples or fabrication information is limited to checking general consistency with the design intent.

Such a review does not constitute technical, structural, fabrication, engineering or compliance certification.

15. DESIGN DOCUMENTATION

Design by Sop's drawings, schedules, specifications, presentations and other documentation communicate the design intent for the Project.

They must be read together with documentation produced by relevant builders, contractors, fabricators, engineers, consultants and specialists.

Unless expressly agreed otherwise, Design by Sop's documentation is not:

• structural documentation;

• engineering documentation;

• certified construction documentation;

• fabrication documentation;

• contractor shop drawings; or

• specialist certification.

The party carrying out or manufacturing the relevant work remains responsible for determining appropriate construction and fabrication methods.

16. PRODUCTS, MATERIALS AND FINISHES

The Client acknowledges that natural and manufactured products may vary in:

• colour;

• grain;

• veining;

• pattern;

• texture;

• tone;

• dimensions; and

• general appearance.

Physical samples are indicative and may not exactly represent the final installed product.

Colours and materials displayed on screens, photographs, renders and digital presentations may also differ from their physical appearance.

Where appropriate, the Client should inspect and approve physical samples before final ordering.

Design by Sop is not responsible for reasonable inherent variations in natural or manufactured materials.

17. PROCUREMENT AND THIRD-PARTY PRODUCTS

Where procurement or purchasing services are included in the Proposal, Design by Sop may assist with:

• sourcing;

• obtaining quotations;

• placing orders;

• purchasing;

• supplier communication;

• freight coordination; and

• installation coordination,

to the extent stated in the Proposal.

Third-party products may be affected by:

• stock availability;

• supplier price changes;

• discontinuation;

• manufacturing variations;

• shipping delays;

• lead times;

• freight charges; and

• supplier terms.

Where the Client purchases directly from a supplier, the purchase agreement is between the Client and that supplier.

Where Design by Sop purchases on behalf of the Client, the applicable purchasing process, payment requirements and fees will be communicated before purchase.

Design by Sop is not responsible for third-party delays, defects or failures except to the extent responsibility cannot lawfully be excluded or Design by Sop has caused or contributed to the relevant loss.

Nothing in this clause affects rights available under the Australian Consumer Law.

18. INTELLECTUAL PROPERTY

18.1 Design by Sop intellectual property

Design by Sop retains ownership of copyright and other intellectual property rights in its original:

• design concepts;

• drawings;

• layouts;

• presentations;

• schedules;

• specifications;

• custom furniture designs;

• joinery designs;

• models;

• documentation; and

• other original design material.

18.2 Client licence

Once all amounts properly due for the relevant Deliverables have been paid, Design by Sop grants the Client a non-exclusive licence to use those Deliverables for the Project at the Project address.

The Client may provide the Deliverables to builders, consultants, contractors, fabricators and suppliers where reasonably necessary to complete that Project.

18.3 Restrictions

Unless otherwise agreed in writing, the Client must not:

• use the design for another property or project;

• sell or license Design by Sop's design;

• commercially reproduce the design;

• represent Design by Sop's work as the work of another designer; or

• substantially modify and commercially exploit Design by Sop's original work.

Nothing in this clause limits rights that cannot lawfully be restricted.

19. SOURCE AND EDITABLE FILES

Unless expressly identified as a Deliverable in the Proposal, editable, working or native design files are not included in the Services.

This may include:

• AutoCAD or DWG files;

• Revit files;

• SketchUp models;

• editable presentation files;

• working schedules;

• source artwork; and

• other native design files.

Design by Sop may agree to supply particular editable files under separate written terms and, where applicable, for an additional fee.

20. CLIENT MATERIALS AND THIRD-PARTY IP

The Client retains ownership of intellectual property supplied by the Client.

The Client grants Design by Sop permission to use Client-supplied information and materials to the extent reasonably necessary to provide the Services.

The Client confirms that, to the best of their knowledge, they are entitled to provide those materials for that purpose.

The Services may incorporate third-party materials such as:

• supplier imagery;

• product photography;

• manufacturer information;

• floor plans;

• specifications; and

• licensed software assets.

Rights in those materials remain subject to the rights and terms of the relevant third party.

21. PHOTOGRAPHY AND PORTFOLIO USE

Design by Sop values the ability to photograph completed Projects for its portfolio.

The Client's photography preference will be recorded in the Proposal, Project acceptance form or other written communication.

The available options may include:

Option A - Full permission
The Client permits Design by Sop to photograph the completed Project and use the images for its website, portfolio, social media, marketing, awards and editorial submissions.

Option B - Private publication
Photography and publication are permitted, but the Client's name and precise residential address must not be published.

Option C - No publication
The Client does not consent to photography or publication.

Any access to a Client's home for photography will be arranged in advance.

Design by Sop will not intentionally publish the Client's private personal information without consent.

22. CONFIDENTIALITY

Each party must take reasonable steps to protect confidential information received from the other party.

Confidential information may be disclosed where reasonably necessary:

• to perform the Agreement;

• to professional advisers;

• to contractors or consultants involved in the Project;

• where authorised by the other party; or

• where required by law.

This obligation does not apply to information that is already lawfully public or was already lawfully known to the receiving party.

23. PRIVACY

Each party must comply with privacy laws that apply to it.

Design by Sop may collect and use information reasonably necessary to:

• communicate with the Client;

• administer the Project;

• provide the Services;

• communicate with relevant suppliers and consultants; and

• meet legal and business administration requirements.

Design by Sop will take reasonable steps to appropriately handle personal information in its possession.

24. FORCE MAJEURE AND EVENTS OUTSIDE REASONABLE CONTROL

A party is not responsible for delay or failure to perform an obligation to the extent performance is prevented by an event outside its reasonable control.

Such events may include:

• natural disasters;

• extreme weather;

• fire;

• widespread utility failures;

• industrial action;

• government restrictions;

• pandemic or widespread public health events;

• war or civil disturbance; and

• major supply-chain interruption.

The affected party must notify the other party within a reasonable time where the event materially affects the Project.

This clause does not excuse an obligation to pay an amount already properly due.

If such an event materially prevents the Project from proceeding for more than 30 consecutive days, either party may discuss suspension or termination of the affected Services.

25. SUSPENSION

Design by Sop may suspend Services on reasonable written notice if:

• an invoice remains overdue;

• required Client information or approvals have not been provided;

• the Project has been placed on hold by the Client;

• site access is unavailable; or

• circumstances arise which prevent Design by Sop from reasonably progressing the Services.

The Project Timeline may be revised following a period of suspension.

26. TERMINATION

26.1 Termination for convenience

Either party may terminate a Project by giving 15 days' written notice.

26.2 Termination for breach

A party may terminate a Project if the other party commits a material breach and:

• the breach cannot reasonably be remedied; or

• the breach can be remedied but is not remedied within 10 Business Days after written notice requiring it to be remedied.

26.3 Amounts payable on termination

On termination, the Client must pay:

• Fees for Services properly performed up to the termination date;

• approved Additional Services;

• approved Project expenses;

• non-refundable or non-cancellable third-party commitments properly entered into for the Project; and

• other amounts properly due under the Agreement.

Following payment of amounts properly due, Design by Sop will provide completed Deliverables to which the Client is entitled up to the termination date where reasonably applicable.

Termination does not affect rights or obligations accrued before termination.

27. LIABILITY AND AUSTRALIAN CONSUMER LAW

Nothing in the Agreement excludes, restricts or modifies:

• a consumer guarantee;

• statutory right;

• statutory remedy; or

• other right or liability

that cannot lawfully be excluded, restricted or modified, including rights under the Australian Consumer Law.

Design by Sop will provide the Services with the level of care and skill required by law.

To the extent permitted by law, Design by Sop is not responsible for loss or damage caused by:

• inaccurate or incomplete information provided by the Client or another person;

• Client instructions contrary to Design by Sop's written advice;

• unauthorised alteration of Design by Sop's documentation;

• use of Deliverables for a purpose or Project for which they were not prepared;

• acts or omissions of builders, consultants, tradespeople, suppliers, manufacturers or contractors;

• concealed site conditions that Design by Sop could not reasonably have identified;

• matters outside Design by Sop's agreed scope; or

• circumstances outside Design by Sop's reasonable control,

except to the extent Design by Sop caused or contributed to the relevant loss or liability cannot lawfully be excluded.

28. CLIENT RESPONSIBILITY FOR LOSS

To the extent permitted by law, the Client is responsible for loss or damage suffered by Design by Sop to the extent caused or contributed to by:

• materially false, inaccurate or misleading information supplied by the Client;

• the Client's material breach of the Agreement;

• infringement of Design by Sop's intellectual property by the Client;

• use of the Deliverables outside the licence granted under this Agreement; or

• unlawful conduct by the Client.

This clause does not require the Client to compensate Design by Sop for loss to the extent caused or contributed to by Design by Sop.

29. DISPUTE RESOLUTION

If a dispute arises in connection with the Agreement, the parties must first use reasonable efforts to resolve the issue directly and in good faith.

Either party may request that the issues in dispute be confirmed in writing.

If the dispute cannot be resolved through direct discussion, the parties may agree to attempt mediation before commencing court proceedings.

Nothing in this clause prevents either party from:

• exercising a statutory right;

• applying to VCAT or another tribunal where entitled to do so; or

• seeking urgent or interim legal relief.

30. COMMUNICATION AND NOTICES

Email is the primary form of formal Project communication unless otherwise agreed.

Important instructions relating to matters including:

• scope;

• Fees;

• variations;

• design approvals;

• purchasing;

• termination; and

• significant Project decisions

should be provided or confirmed in writing.

A notice sent by email is treated as received when sent unless the sender receives an automated notification that delivery failed.

The parties consent to communicating and entering into agreements electronically.

31. INDEPENDENT CONTRACTOR

Design by Sop provides the Services as an independent contractor.

Nothing in the Agreement creates:

• an employment relationship;

• partnership;

• joint venture;

• agency relationship; or

• fiduciary relationship

between Design by Sop and the Client.

Neither party may bind the other except where expressly authorised.

32. GENERAL

32.1 Entire agreement

The Agreement contains the agreement between the parties relating to the Services and replaces previous discussions or representations relating to the same subject matter, except where a right cannot lawfully be excluded.

32.2 Variations

The Agreement may be varied in writing, including by email where the parties clearly agree to the variation.

32.3 Waiver

A failure or delay in exercising a right does not automatically waive that right.

32.4 Severability

If part of the Agreement is invalid or unenforceable, it will be severed to the minimum extent necessary and the remaining provisions continue to apply.

32.5 Electronic execution

The Agreement may be signed electronically and in counterparts.

32.6 Survival

Provisions intended by their nature to continue after termination, including intellectual property, confidentiality, payment obligations and applicable liability provisions, continue after termination.

33. VICTORIAN DOMESTIC BUILDING REQUIREMENTS

33.1 Application of legislation

Some residential design services may constitute domestic building work for the purposes of the Domestic Building Contracts Act 1995 (Vic) or other applicable building legislation, including in circumstances where the Services involve the preparation of plans or specifications for residential building, renovation or alteration work.

33.2 Projects exceeding $10,000

Where the Services constitute domestic building work and the contract price exceeds the statutory threshold for a major domestic building contract, currently $10,000, the parties acknowledge that additional statutory requirements may apply.

Where those requirements apply, Design by Sop and the Client must comply with all mandatory requirements before the affected Services commence.

If a mandatory requirement is inconsistent with these Terms or the Proposal, the mandatory legal requirement prevails.

33.3 Additional documentation

Where required by law, Design by Sop may require the Client to enter into an additional or replacement form of agreement, receive prescribed information or complete other documentation before the relevant Services commence.

33.4 Registration and specialist services

Nothing in the Agreement authorises Design by Sop to provide building, architectural, engineering, certification or other professional services requiring a registration, licence or qualification that Design by Sop does not hold.

Where a Project requires such services, the Client must engage an appropriately qualified and registered professional unless otherwise agreed in writing.

33.5 Statutory rights

Nothing in the Agreement excludes, restricts or modifies any right, guarantee, warranty or obligation arising under the Domestic Building Contracts Act 1995 (Vic), the Australian Consumer Law or any other legislation that cannot lawfully be excluded, restricted or modified.

34. OWNERS CORPORATIONS AND APARTMENT PROJECTS

34.1 Owners corporation requirements

Where the Project is located within a property subject to an owners corporation, body corporate, strata arrangement or similar property management arrangement, the Client must inform Design by Sop as soon as reasonably practicable.

The Client is responsible for providing Design by Sop with any relevant:

• owners corporation rules;

• renovation or alteration guidelines;

• building management requirements;

• design restrictions;

• access requirements;

• working-hour restrictions;

• lift protection or booking requirements;

• contractor requirements;

• acoustic or flooring requirements; and

• approval procedures

that may affect the Project.

34.2 Approvals

Unless expressly included in the Proposal, the Client is responsible for obtaining all approvals, consents and permissions required from the owners corporation, building manager, landlord or other relevant authority before affected work proceeds.

Design by Sop may assist the Client by preparing or providing design documentation reasonably required for an owners corporation approval where that assistance is included in the Services.

Design by Sop does not guarantee that an owners corporation or other authority will approve a proposed design.

34.3 Design restrictions

The Client acknowledges that owners corporation rules or approvals may require changes to the proposed design, materials, finishes, flooring, services, construction methods or Project programme.

Where Design by Sop is required to revise previously prepared or approved work because of an owners corporation requirement that was not disclosed or reasonably known when that work was prepared, the resulting work may constitute Additional Services.

Design by Sop will advise the Client before undertaking material Additional Services where reasonably practicable.

34.4 Common property

The Client must notify Design by Sop where proposed work may affect common property, shared services, the exterior of the building or another lot.

Design by Sop does not determine legal boundaries between private lot property and common property and does not provide legal advice regarding owners corporation rights or obligations.

Where this is unclear or disputed, the Client is responsible for obtaining appropriate owners corporation, surveying or legal advice before the affected work proceeds.

34.5 Contractors and building access

The Client is responsible for ensuring that builders, contractors, tradespeople, suppliers and other persons engaged by the Client comply with applicable owners corporation and building-management requirements.

Any additional design work, documentation, meetings or coordination requested by an owners corporation or building manager beyond the agreed scope may be treated as Additional Services.

35. GOVERNING LAW

The Agreement is governed by the laws of Victoria, Australia.

The parties submit to the jurisdiction of courts and tribunals exercising jurisdiction in Victoria.

36. DEFINITIONS

In these Terms:

Additional Services means Services outside the scope included in the accepted Proposal.

Agreement means these Terms together with the relevant accepted Proposal and any agreed variations.

Business Day means a day other than a Saturday, Sunday or public holiday in Victoria.

Client means the person or entity identified as the client in the relevant Proposal.

Deliverables means the drawings, schedules, presentations, documentation or other deliverables Design by Sop agrees to provide under the Proposal.

Design by Sop means Sophie Bortoli trading as Design by Sop, ABN 63 768 187 109.

Fees means amounts payable by the Client for the Services.

Project means the interior design project identified in the Proposal.

Project Timeline means any estimated programme or timeline provided for the Project.

Proposal means the relevant Fee Proposal, Scope of Services, Scope of Work or Statement of Work issued by Design by Sop and accepted by the Client.

Services means the interior design and related services expressly identified in the relevant Proposal.

Terms means these Client Services Terms.