Our Disclosures:
Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:
● we will handle your personal information in accordance with our privacy policy, available at https://evolvegp.com.au/privacy_policy
● subject to your Consumer Law Rights:
o (Where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again;
o our aggregate liability for any Liability arising from or in connection with these terms will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates;
o we will not be liable for Consequential Loss or delays or failures in performance due to Force Majeure Events; and
o any payments made by you to us for Services already performed are not refundable to you.
● in the supply of the Services, if we refer you to a third-party provider, we may receive a financial incentive (such as a referral fee) from that provider.
Nothing in these terms limits your rights under the Australian Consumer Law.
These terms and conditions, together with the relevant Letter of Engagement (being a separate document specifying the commercial terms) collectively form the entire agreement under which we will provide the Services (together, the Terms) TERM Group Pty Ltd as trustee for TERM Consulting Trust T/A Evolve Interior Design (ACN 642 386 294) (we, our or us) and you, the person, organisation or entity described in the Letter of Engagement (you or your), together the Parties and each a Party.
1. Acceptance
1.1 By proceeding with payment of any amount as set out in the Letter of Engagement, you are deemed to have accepted these terms.
2. Services
2.1 In consideration of your payment of the price as set out in the Letter of Engagement, we will provide the Services (as specified below and as selected by you in the Letter of Engagement, i.e., being either the Initial On-Site Consultation, the On-Site Consultation along with the Summary Recommendations Report, the Project Services, or all) (Services) in accordance with these Terms, whether ourselves or through our Personnel.
2.2 Initial Onsite Consultation:
(a) We provide an initial on-site consultation at the Premises for up to two (2) hours, including any required travel time. At this consultation, we will discuss the following:
(i) the scope of work;
(ii) your lifestyle requirements;
(iii) any ideas or preferences you may have; and
(iv) any additional factors, including, for example, any items you may wish to retain, your budget, as well as the relevant timeframe.
(b) The On-Site Consultation will result in verbal interior design advice based on the above discussion, and you are free to take any notes during this On-Site Consultation. You may request a Summary Recommendations Report, where we will provide a summary of the On-Site Consultation for an additional fee (Summary Recommendations Report).
2.3 Project Services
(a) If you consider that your project requires further assistance beyond the initial On-Site Consultation, you may wish to engage our Project Services. The Project Services may involve one or more of the following:
(i) Additional on-site visits (beyond the Initial-On Site Consultation);
(ii) Ongoing communication throughout the Project Services via telephone, email, etc. to provide you with support and/or seek your instructions;
(iii) Identify and engage suppliers of goods and services to deliver products and/or trades that meet the brief. This may involve attending supplier showrooms;
(iv) Compilation of specific documentation based on your requirements. For example, this may include any or all of the following:
(v) project scope; budget; timelines; Mood Boards; Furnishing recommendations, paint schedule; window dressing treatment recommendations; surface selection recommendations; proposed designs and products (which may be presented as storyboards, and/or quotation schedules) and pricing.
(b) Compilation of non-documentation assistance based on your requirements. For example, this may include any or all of the following:
(i) Proposed designs and products (which may be presented as samples, paint swatches, etc.) and other product samples.
2.4 Exclusions
(a) Unless otherwise agreed by us at our sole discretion:
(i) any of the products, paints, floor furnishings, etc. recommended as part of the Project Services are not included in the scope of Services, i.e., we only provide a plan to style the interior of your Premises and it is at your discretion if you would like to separately purchase those items subject of our recommendations (if available); and
(ii) The Project Services do not include any Physical Styling Services, being any installation, placement, and finishing of physical items (including furniture and homewares) in the Premises (Physical Styling Services). If you require Physical Styling Services, please contact us and we may be able to provide you a separate quote and invoice for these services.
2.5 If these Terms express a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.
2.6 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
2.7 Notwithstanding clause 2.6, you agree that we may vary the Services or the Price at any time, by providing you 30 days’ written notice (Variation Notice Period). If you do not agree to any amendment made to the Services or Price, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 14.4 will apply.
3. Term
3.1 These Terms will commence on the Commencement Date and will continue until the date on which we have completed the supply of the Services to you (as reasonably determined by us).
4. Your Obligations
4.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):
(a) comply with these Terms, all applicable Laws, and our reasonable requests;
(b) provide us (and our Personnel) with access to the Premises (and its facilities) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;
(c) provide us with the right to take any photographs or measurements at the Premises to enable us to provide the Services;
(d) provide us with the right to take photographs of the completed Services and use those photographs for promotional purposes on our website, social media or otherwise;
(e) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and
(f) not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.
4.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 4.
5. Initial On-Site Consultation
5.1 You agree and acknowledge that the Initial On-Site Consultation only includes verbal advice (unless you elect to have a Summary Recommendations Report).
5.2 We will provide our verbal advice based on the time allocated (i.e., 2 hours excluding travel time) and the discussion between the parties.
5.3 If you require additional time at the Initial On-Site Consultation, you will be charged in accordance with our Project Services Price, as specified in the Letter of Engagement.
5.4 You acknowledge that given the nature of verbal advice, you may not receive specific instructions or recommendations, but rather general recommendations based on the discussion between the Parties.
6. Mood Board
6.1 The Project Services may include the development of a tailored, digital concept board containing the style direction for your interiors project (Mood Board), and in such circumstances, we may prepare the Mood Board based on your instructions and our professional opinion as to the furnishings that will, in our view, best suit the Premises.
6.2 If applicable, we will use the Mood Board to guide any furniture or homewares recommendations, however, you acknowledge and agree that Mood Boards are intended to be a guide only. We cannot guarantee that specific goods or items on the Mood Board will be available for purchase. With your prior consent, we may substitute goods or items in the Mood Board for other goods or items we consider to be reasonably similar and/or suitable for the Premises.
7. Proposed Designs and Products
7.1 As part of the Project Services, we may propose designs and products for your Premises through various different mediums, including for example:
(a) Samples;
(b) A mood board/storyboard;
(c) A product/quotation schedule.
7.2 You agree and acknowledge that we may propose products from ‘Evolve Collections’. However, you are not obligated to purchase any products suggested. If you would like a variation of any product suggested, you may make a Variation Request in accordance with below clause 8.
7.3 You agree and acknowledge that we may also:
(a) introduce/refer you to third parties for the completion of our suggested designs and products. For example, this may include builders, painters, tilers, window dressing suppliers, etc.;
(b) these third parties are simply a referral/introduction we do not hold ourselves out to be associated with these third parties (unless explicitly said otherwise); and
(c) we are not liable for any services they provide you as they do not form part of the scope of our Services.
8. Variations
8.1 If you would like to request a variation to any Project Services, you must make a request in writing to us (Variation Request). We may, acting reasonably, reject or accept this Variation Request based on a number of factors, including whether the provision of the Services is underway, and the relevant stage of the Services.
8.2 Any variations made in accordance with a Variation Request will be made in accordance with hourly rates for Project Services, as specified in the Letter of Engagement.
9. Price and Payment
9.1 In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the payment terms specified in the Letter of Engagement (Payment Terms).
9.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
(a) after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
(b) charge interest at a rate equal to 16% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.
9.3 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
10. Intellectual Property
10.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
10.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
10.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use of the Services, as contemplated by these Terms.
10.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under these Terms.
10.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
10.6 This clause 10 will survive termination or expiry of these Terms.
11. Confidential Information
11.1 Subject to clause 11.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.
11.2 Clause 11.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 11.1.
11.3 This clause 11 will survive the termination of these Terms.
12. Australian Consumer Law
12.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.
12.2 Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms.
12.3 This clause 12 will survive the termination or expiry of these Terms.
13. Liability
13.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
13.2 This clause 13 will survive the termination or expiry of these Terms.
14. Term and Termination
14.1 These Terms will operate for the Term.
14.2 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party.
14.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
14.4 Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Services;
(b) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
(d) by us pursuant to clause 14.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 11.
14.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
14.6 This clause 14 will survive the termination or expiry of these Terms.
15. General
15.1 Amendment: Subject to clauses 2.6 and 2.7, these Terms may only be amended by written instrument executed by the Parties.
15.2 Assignment: Subject to clauses 15.3 and 15.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
15.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
15.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.
15.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.
15.6 Governing Law: These Terms are governed by the laws of NSW. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in NSW and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
15.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
15.8 Publicity: Despite clause 11, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.
15.9 Relationship of Parties: These terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
15.10 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.
16. Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Letter of Engagement, and:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Terms means these terms and conditions and any documents attached to, or referred to in, each of them, including the Letter of Engagement.
Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, NSW, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date these Terms are accepted in accordance with clause 1.1
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.
Consumer Law Rights has the meaning given in clause 12.1.
Expenses means the expenses specified in the Letter of Engagement.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.
Letter of Engagement means the initial letter you receive from us, setting out the commercial details including the Price, Payment Terms and Expenses involved and payable in accordance with these Terms (if applicable).
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.
New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.
Payment Terms means the payment terms set out in the Letter of Engagement.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Premises the space to which the provision of our Services relates.
Price means the price set out in the Letter of Engagement, as adjusted in accordance with these Terms.
Services means the services set out in these Terms.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.
For any questions and notices, please contact us at:
TERM Group Pty Ltd as trustee for TERM Consulting Trust T/A Evolve Interior Design (ACN 642 386 294)
Address: 16 Luland St, Botany NSW 2019 AUSTRALIA
Phone Number: 02 90902319
Email: [email protected]
Last update: 29 August 2023.
