TERMS AND CONDITIONS.

1 general

(a) These terms will apply to all the Client’s dealings with HOME BY BELLE, including being incorporated in all proposals, quotes or orders under which HOME BY BELLE 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 HOME BY BELLE 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.

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 17.

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 and bracketed word(s) or phrase(s); or

4 SERVICES

4.1 performance of services

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

(b) Unless otherwise agreed, HOME BY BELLE may, in its absolute discretion:

(i) not commence work on any Services until the Client has paid the Deposit and any Fees payable in respect of such Services; and

(ii) withhold delivery of Services and/or Products until the Client has paid an invoice in respect of such Services and/or Products.

4.2 interior design

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

(a) while HOME BY BELLE 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) HOME BY BELLE 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 HOME BY BELLE uses its best endeavours to provide the Interior Design Services by taking into consideration the Client’s total budget for the Renovations (Budget), HOME BY BELLE 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/Construction support

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

(a) HOME BY BELLE 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 HOME BY BELLE are not responsible for undertaking or completing any of the Building Works;

(c) HOME BY BELLE will not be liable for any changes made to the Designs by any Third Party Contractors while undertaking Building Works;

(d) HOME BY BELLE 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 HOME BY BELLE is limited to the Design Management Services;

(f) by accepting a recommendation or authorising a part of any recommendation made by HOME BY BELLE, 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 Budget and Builder LIASON

If the Services include Budget and Builder Liaison Services, the Client acknowledges and agrees that while HOME BY BELLE will provide assistance in sourcing tradespeople, communicating with Council, and guidance on budget:

(a) all information provided as part of the Services is an opinion only, based on HOME BY BELLE’s experience and the information provided to HOME BY BELLE by the Client.

(b) HOME BY BELLE does not guarantee any particular outcome, or any particular decision from any authority on any issue.

(c) no information provided by HOME BY BELLE as part of the Services is intended to be legal or financial advice of any kind and it should not be relied on as such. The Client should obtain specific financial, legal or other professional advice before relying on the Services.

(d) no information provided by HOME BY BELLE is or should be interpreted, construed or relied upon by any person as constituting a certification, permit, approval or similar in relation to any building or construction work related to the Services. The Client agrees that any certifications, permits, approvals or similar required in relation to any building or construction work related to the Services must be obtained by a suitably qualified person, including but not limited to a builder, a building surveyor or an engineer.

(e) the Client will be required to enter into its own contracts with third parties and HOME BY BELLE will not be held liable for any representations made by such third parties;

(f) HOME BY BELLE is not responsible, and to the maximum extent permitted by applicable law disclaims any liability for, any interpretations made on any reports or other documents produced by HOME BY BELLE in performing the Services.

(g) HOME BY BELLE is not responsible, and to the maximum extent permitted by law disclaims any liability for, any third party use of any reports or other documents produced by HOME BY BELLE in performing the Services.

4.5 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 HOME BY BELLE 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.

4.6 furniture procurement [SL1]

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 HOME BY BELLE 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%, HOME BY BELLE will contact Client and Client will have option to either:

(i) pay HOME BY BELLE the Variance; or

(ii) cancel the Product and HOME BY BELLE will refund the Client the cost of the Product less any costs already incurred by HOME BY BELLE.

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

(d) Unless otherwise agreed, HOME BY BELLE will require the Client to make payment of any Product in full before the Product is purchased by HOME BY BELLE on behalf of the Client.

(e) It is the Client’s responsibility to accept delivery of the Products (or otherwise arrange for HOME BY BELLE to accept delivery, if agreed by HOME BY BELLE). HOME BY BELLE will not be liable for any failure of delivery.

(f) HOME BY BELLE will not be liable for any damages caused by any delivery services by third party suppliers.

(g) All Products must at all times be used in accordance with the manufacturer’s instructions and Products purchased by HOME BY BELLE will have only the benefit of any warranty given, return policy and insurance held by the manufacturer. [SL2] In the case where HOME BY BELLE is considered the manufacturer, any warranty or insurance held by HOME BY BELLE will only be to the extent required under the Competition and Consumer Act 2010 (Cth).

(h) HOME BY BELLE may receive a trade discount from Product suppliers (Discount). HOME BY BELLE may pass some or all of the Discount to the Client, in which case this will be stated in the Client Agreement. HOME BY BELLE is not obliged to or pass on the Discount to the Client.[SL3]

(i) While recommendations are made with all care and diligence, by accepting a recommendation or authorising a part of any recommendation of HOME BY BELLE, the Client:

(i) confirms that the Client has satisfied themselves as to the suitability of any Product to be installed or provided; and

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

(j) HOME BY BELLE do not accept change of mind returns for any Products purchased by HOME BY BELLE as part of the Services.

(k) The Client acknowledges that despite HOME BY BELLE’s reasonable precautions, Product details may be communicated to the Client with incorrect price, or with incorrect availability and/or other information, due to typographical errors or errors by the Product suppliers. In such circumstances, HOME BY BELLE reserves the right to substitute the Products with a comparative product.

(l) HOME BY BELLE endeavours to ensure that the descriptions and specifications in relation to the Products it supplies are accurate. However, photographs, drawings, weights, dimensions and any other particulars are based on information provided by third parties and HOME BY BELLE does not guarantee that such information is accurate or free from errors or omissions.

(a)

(a) 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. HOME BY BELLE 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.

(a) The client acknowledges that they are paying recommended retail RRP for all products procured by HOME BY BELLE.

4.7 Storage[SL4]

If HOME BY BELLE in providing its Furniture Procurement Services agrees to store the Products on behalf of the Client, the Client acknowledges and agrees that:

(a) HOME BY BELLE will charge the Client the Storage Fee set out in the Client Agreement.

(b) HOME BY BELLE will prepare an inventory of Products to be stored and the Client must. check such inventory and confirm in writing that all of the Products to be stored are included in the inventory.

(c) HOME BY BELLE may move the Products from one storage facility to another at its discretion at no extra cost to the Client. HOME BY BELLE will notify the Client, if it moves the Products to another storage facility within a reasonable time of the proposed move date.

(d) The Client may request HOME BY BELLE to move the Products from its storage facility to the Delivery Address by providing HOME BY BELLE with 5 days’ notice.

(e) The Client agrees to remove the Products from HOME BY BELLE’S storage facility within 28 days of HOME BY BELLE issuing the Client with a written notice. If the Client does not remove the Products from HOME BY BELLE’S storage facility within 28 days, the Client provides consent for HOME BY BELLE to deliver the Products to you.

(f) While HOME BY BELLE takes great care when providing its Services, storage and removal of Products can and often do occasion damage to products being transported and other property. Such damage is inherent in moving products that were not designed to be moved and is often unavoidable. Where damage to the Client’s Products and/or Premises occurs, HOME BY BELLE will not be liable for such damage, except for where it was negligent in performing the Services.

(g) For the avoidance of doubt, where the Client incurs costs repairing any damage to the Products occasioned during the provision of the Services, whether by employing third parties to conduct repairs or otherwise, HOME BY BELLE will not be liable for such costs.

1.1 supply of products

Where the Services include HOME BY BELLE purchasing Products on behalf of the Client, the Client acknowledges and agrees that:

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

(a) HOME BY BELLE do not accept change of mind returns for any Products purchased by HOME BY BELLE as part of the Services;

(a) 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

(a) Products purchased by HOME BY BELLE 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 HOME BY BELLE are considered the manufacturer, any warranty or insurance held by HOME BY BELLE will only be to the extent required under the Competition and Consumer Act 2010 (Cth).

4.8 CHANGES to services

(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by HOME BY BELLE (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 HOME BY BELLE to perform additional work or incur additional costs (Changes).

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

(i) HOME BY BELLE agrees in writing to perform the Changes;

(ii) the Client confirms in writing that they wish for HOME BY BELLE 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.

4.9 CHANGES TO FURNITURE

(a) If the Services include furniture selection and/or procurement, HOME BY BELLE 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 HOME BY BELLE of this as soon as possible. The Client acknowledges that it may not be possible to change the selection where advised by HOME BY BELLE (such as where furniture has already been ordered), and HOME BY BELLE’s decision in this regard is final;

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

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

4.10 INDUSTRIE TAPWARE

HOME BY BELLE may from time to time recommend products supplied by Industrie Tapware Pty Ltd where appropriate. This business is related to HOME BY BELLE and the Client acknowledges that HOME BY BELLE may indirectly profit from orders placed by the Client with that business.

4.11 timing

(a) In the course of HOME BY BELLE 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, HOME BY BELLE 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) HOME BY BELLE 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 HOME BY BELLE.

(c) Without limitation HOME BY BELLE 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 HOME BY BELLE to perform the Services, or if a third-party supplier causes any delays. HOME BY BELLE 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 HOME BY BELLE with all documentation, information and assistance reasonably required for HOME BY BELLE to perform the Services.

(b) (Access to Property) The Client must provide HOME BY BELLE with access to the Property to the extent reasonably required by HOME BY BELLE 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, HOME BY BELLE will not commence the next stage of the Service. HOME BY BELLE 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 HOME BY BELLE to the Client in the course of providing the Services. A deliverable includes any image, picture, brief, design, drawing and plan provided by HOME BY BELLE to the Client (Deliverables).

(b) The Client will have 7 days from the date HOME BY BELLE 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 DEPOSIT

(a) The Client must pay the Deposit set out in the Client Agreement prior to any Services or Products being provided.

(b) Subject to clause 17.2(b), the Deposit is non-refundable, non-transferrable and cannot be exchanged for a credit.

(c) The Client acknowledges and agrees that HOME BY BELLE may, in its absolute discretion, garnish all or some of the Deposit where the Client cancels the Services prior to their completion.

7.2 FEES

(a) The Client must pay to HOME BY BELLE the Fees on or before the Milestone(s) or Due Date(s) 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 HOME BY BELLE.

7.3 INVOICES

HOME BY BELLE 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.

7.4 late payments[SL5]

(a) 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, HOME BY BELLE may immediately cease providing the Services.If the Client does not pay HOME BY BELLE the Fees on or before they are due in accordance with clause 7.2 then, without limiting any of HOME BY BELLE’s other rights under this agreement (or otherwise at law or in equity), interest will accrue and the Client must pay HOME BY BELLE that interest at the rate of 10% per annum, calculated on a daily basis, on each amount outstanding, from the due date for payment set out on the invoice to the date on which the payment is received by HOME BY BELLE.

(b) HOME BY BELLE reserves the right to stop performing the Services for the Client if no payment is received within 14 days from the date an invoice is issued.

(c) If the Client does not make payment after a further 30 days, HOME BY BELLE reserves the right to refer the debt to third party debt collectors. All costs and expenses charged by the third-party debt collectors for their services will be paid by the Client.

7.5 EXPENSES[SL6]

Unless otherwise agreed in writing, the Client will bear:

(a) all travel, accommodation, media and related expenses reasonably incurred by HOME BY BELLE in connection with the Services;

(b) any third party costs incurred by HOME BY BELLE in the course of providing the Services and/or Products may be billed to the Client, unless specifically otherwise provided for in the Proposal; and

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

7.6 GST

Unless otherwise indicated, amounts stated in the Key Details do not include GST. In relation to any GST payable for a taxable supply by HOME BY BELLE, the Client must pay the GST subject to HOME BY BELLE providing a tax invoice.

7.7 CARD SURCHARGES

HOME BY BELLE reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

8 DORMANCY POLICY[SL7]

(a) If the Client has not:

(i) replied to any communications regarding the Services from HOME BY BELLE for a period of 30 days; or

(ii) submitted any content requested by HOME BY BELLE or provided any documentation, information and assistance reasonably requested by HOME BY BELLE to perform the Services for a period of 30 days from that request,

the project will be archived and considered dormant (Dormant Project).

(b) HOME BY BELLE will, at its discretion:

(i) archive a Dormant Projects, reserving the right to discontinue the Services on a Dormant Project until HOME BY BELLE is re-engaged by the Client; or

(ii) terminate a Dormant Project.

(c) Where HOME BY BELLE elects to archive a Dormant Project in accordance with clause 8(b)(i), the client acknowledges and agrees that:

(i) a re-engagement fee of $500.00500 + GST is payable for the resumption of the Services on a Dormant Project; and

(ii) HOME BY BELLE reserves the right to adjust any Due Dates on a Dormant Project and the Client acknowledges that HOME BY BELLE may choose to service the needs of other clients before resuming work on a Dormant Project.

9 ACCREDITATION’S

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

(b) The Client will allow HOME BY BELLE 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 HOME BY BELLE’s services. This includes describing, reproducing, publishing and displaying any photographs or videos in HOME BY BELLE’s portfolios, construction wraps, websites and across all social media platforms. For clarity, this clause 8(b) does not apply if the consent to photography has not been ticked on page 2 of this agreement.

10 RELATIONSHIP

(a) The parties acknowledge that HOME BY BELLE is an independent contractor and not the Client’s employee. Unless specified otherwise in this agreement, HOME BY BELLE 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 HOME BY BELLE to engage or direct a Third Party Contractor or purchase goods on the Client’s behalf, the Client acknowledges that in doing so HOME BY BELLE is at all times acting solely as the Client’s agent.[SL8]

(a) From time-to-time HOME BY BELLE may receive a referral fee from our trade or supply partners.

11 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 11 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 required to be disclosed by any law; or

(iii) information disclosed by HOME BY BELLE 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 HOME BY BELLE’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, HOME BY BELLE retains ownership of such Confidential Information and is not required to release it to the Client at any time.

12 INTELLECTUAL PROPERTY

12.1 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 HOME BY BELLE’s Confidential Information.

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

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

(i) such Existing Material is incorporated into the New Material; and

(ii) such use is reasonably required for the Client to enjoy the benefit of the Services.

12.3 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 HOME BY BELLE a perpetual, irrevocable, transferable, worldwide and royalty free licence (including the right to sublicense) to use, copy, modify and adapt the New Material.

12.4 THIRD PARTY INTELLECTUAL PROPERTY

HOME BY BELLE 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.

13 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.

14 THIRD PARTY GOODS AND SERVICES

(a) Any Service that requires HOME BY BELLE 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, HOME BY BELLE may recommend Third Party Contractors for the Client to contract with directly for specific services. Any recommendation made by HOME BY BELLE 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 HOME BY BELLE 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 HOME BY BELLE acquires as part of the Services and HOME BY BELLE will not be liable for any loss or damage suffered by the Client in connection with such Third-Party Terms.

15 LIABILITY

(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of HOME BY BELLE 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 HOME BY BELLE by the Client.

(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless HOME BY BELLE 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

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

(c) (Consequential loss) HOME BY BELLE 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 HOME BY BELLE, 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, HOME BY BELLE 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.

16 SUBCONTRACTING

(a) HOME BY BELLE may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

(b) HOME BY BELLE will use reasonable endeavours to ensure that such subcontractors comply with the provisions of this agreement, however a breach by such subcontractors [SL9] of this agreement will not be deemed a breach by HOME BY BELLE.

17 TERMINATION[SL10]

17.1 TERMINATION FOR CONVENIENCE

(a) Either party may terminate this agreement for convenience at any time by providing 1 months’ written notice to the other party.

(b) Where the Client terminates this agreement in accordance with this clause 17.1, the Deposit will not be refunded to the Client.

17.2 TERMINATION FOR CAUSE

(a) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:

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

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

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

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

(iii) becomes subject to any form of insolvency or bankruptcy administration.

(b) If the Client terminates this agreement in accordance with clause 17.2 then the Deposit will not be refunded to the Client (unless otherwise agreed by HOME BY BELLE, at its absolute discretion, to provide a partial refund of the Deposit).

(a)

17.3 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.

17.4 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) the Client must pay any payments required to HOME BY BELLE’s suppliers to discontinue their work (including any cancellation or restocking fees payable by Third Party Terms)[SL11]

(d) no rights, liabilities or remedies of any party will be invalidated by the termination.

17.5 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.

18 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 FORCE MAJEURE

(a) HOME BY BELLE will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

(b) If a Force Majeure Event occurs, HOME BY BELLE must use reasonable endeavours to notify the Client of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which HOME BY BELLE will be unable to perform or be delayed in performing its obligations under this agreement.

(c) Subject to compliance with clause 19(b), the relevant obligation of HOME BY BELLE will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

(ii) strikes or other industrial action outside of the control of HOME BY BELLE; or

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of HOME BY BELLE, to the extent it affects the HOME BY BELLE’s ability to perform its obligations.

20 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.

21 GENERAL

21.1 GOVERNING LAW 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.

21.2 AMENDMENTS

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

21.3 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.

21.4 SEVERANCE

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

21.5 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.

21.6 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.

21.7 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

21.8 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.

21.9 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.

21.10 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.

22 DEFINITIONS

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

TERM & MEANING

Building Works

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

Business Day

A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in New South Wales, Australia.

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).

[SL1]I think it is best to include relevant supply provisions under the Furniture Procurement section, as it is directly related. As such, please see the amendments below including the removal of the Supply clause.

[SL2]As discussed, if the client has any issues with the furniture supplied (such as warranty claims and defects), they only have the benefit of the manufacturer warranty. This clause and the added storage clause (to reduce your liability), sufficiently deals with your risk, so I have removed your added clause below.

[SL3]As discussed, I have included reference to your receipt of a trade discount, noting that you are not obliged to pass it on. This sufficiently discloses your position and therefore I have removed your added clause regarding paying RRP.

[SL4]As discussed, I have recommended a clause to handle the storage of products where you are providing furniture procurement services. Please review this and let me know if anything is not appropriate in your business. Please note that the dormancy clause may also be utilised where no response from a client is received for an extended period of time.

[SL5]As requested, I have replaced this late payments clause with a more robust clause allowing you to charge interest on late payments and recoup costs of engaging a third party debt collector.

[SL6]To further limit your risk of covering any expenses, I have implemented the inverse of the existing clause here to provide that the Client will cover expenses unless specified otherwise in the Client Agreement, as opposed to you being responsible for expenses unless indicated otherwise. If this is not appropriate, please let me know.

[SL7]As requested, please see new dormancy policy which allows you to either terminate or “archive” the project.

[SL8]I have removed reference to this clause now deleted as it is referred to by way of the new trade referral fee above.

[SL9]As discussed, your existing agreement provides that you are not responsible for a breach by subcontractors.

[SL10]I’ve made further provision in this termination clause allowing for the retention of the deposit as damages.

Furthermore, clause 17.4 provides that the client is still required to pay for all services rendered until termination date - which is now further strengthened by the late payments clause above.

[SL11]I have also added this clause to further limit your risk, should these costs ever be payable.