Terms and Conditions

 

 

  1.               These Terms and Conditions apply to all Services provided by us, Emily Andronici Design, LLC, (“the company”) a Limited Liability Company registered and authorized by the Puerto Rico Department of State to do business in Puerto Rico, assigned registration number 66-0918266 whose registered address is at PO Box 53, Rincon, PR 00677.

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  1. Definitions and Interpretation

    1. In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:

“Consumer” for the purpose of these Terms and Conditions is defined as: any person that procures or consults the services of Emily Andronici Design, LLC, visits its websites or submits any inquiry to obtain information about the goods and services offered by the company.

       “Contract” means the contract formed between you and us, as detailed in clause 2;

       “Client/You/Your” means you, the Consumer, firm or corporate body purchasing the Services;

       “Products”, where applicable, means the products, including e-products such as e-books and courses, to be provided by us to you as detailed in our Proposal or as ordered by you via our Website;  

       “Proposal” means our estimate for providing the Interior Consulting Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works.  This may be by way of a formal fee proposal or an email confirmation;

       “Services” means the interior consulting services to be provided by us to you as detailed in our Proposal; and

       “Website” means eainteriors.org

  1. Each reference in these Terms and Conditions to:

    1. “writing” and “written” includes emails;

    2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

    3. “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;

    4. a clause is a reference to a clause of these Terms and Conditions; and

    5. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

  2. The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.

  3. Words imparting the singular number shall include the plural and vice versa.  References to any gender shall include the other gender. References to persons shall include corporations.

 

  1. How the Contract is Formed

    1. These Terms and Conditions govern the sale of all Services and Products provided by us and will form the basis of the Contract between you and us. 

    2. Following our initial consultation, we will provide you with a Proposal for the Services and/or Products you have requested.  This will be based on the brief given by you at this initial consultation (or received in our welcome questionnaire).  All details of the project or any relevant information must be given to us fully and to the best of your knowledge.  A legally binding Contract between you and us will be created when you accept our Proposal.  Before accepting our Proposal, please ensure that you have read these Terms and Conditions carefully.  If you are unsure about any part of these Terms and Conditions, please ask us for clarification.  No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.

    3. Any Proposal we may send is based on the information provided us at the time we prepare it.  If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.

 

  1. Interior Consulting Services

    1. We will ensure that our Services are provided with reasonable care and skill and in accordance with best trade practice.  Our Services, and any guidance we provide, will be from an interior consulting services perspective only; you must gain specialist advice from architects, building control, structural engineers or other specialist contractors or trades where applicable.

    2. We will provide you with a number of designs which will need to be approved by you in writing.  We will accommodate a maximum of two revisions to your chosen design.  Any further alterations, any changes to the original brief, any changes required after you have approved the design, works required outside of our normal working hours (Monday to Friday, 9am – 5pm excluding bank holidays) or any additional visits required above the allowance included for in our Proposal will be chargeable at our hourly rate applicable at the time.

    3. If you require any additional services after accepting our Proposal, we will provide you with a further Proposal, which must be accepted by you in writing before we will proceed.

    4. We may provide sketches or impressions before or during the provision of the Services.  Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the works to be provided, nor to guarantee specific results and is not to be used for construction purposes unless specifically issued as such.

    5. It is your responsibility to check all dimensions and measurements set out in any plans we provide and it is the builder or contractor’s responsibility to report any discrepancies to us prior to any construction or building work starting.

    6. If we are asked to provide lighting, flooring or other plans, we will produce these as guidance only from a design point of view. It will be the relevant contractor’s responsibility to ensure the work from the plans we have created is safe and practical.

    7. We will provide our designs and plans digitally and have included for this in our Proposal.  If you require printed materials, we will charge for our costs in providing these.

    8. We may provide suggestions for products or other services to be provided as part of your project.  You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs.  A separate contractual relationship will be created between you and the supplier, under separate terms and conditions.  You will be responsible for making arrangements and paying the supplier directly and they will be liable to you directly for their actions or inactions.

    9. We may agree to coordinate the ordering of products for your design. We cannot be held responsible for arranging repairs, replacements, returns or freight claims for purchases you have made.  We strive to select furniture and accessories and brands with good reputations; however, will not be held responsible for the quality of any furniture or accessory that we select or propose.  

    10. If we agree to meet with you, we reserve the right to charge for our mileage and travelling time.  Mileage will be charged at $0.60per mile unless otherwise agreed.  We require a minimum of 48 hours’ notice if the agreed meeting date or time is to be changed.  If we receive less than 48 hours’ notice, we reserve the right to charge for any costs incurred by us.

    11. Any timescales we provide are for guidance only and are not of the essence of the Contract.

 

 

  1. Price and Payment

    1. Our standard payment terms for projects over $500 are as follows:

      1. 50% of the quoted fee is payable as a deposit once our Proposal is accepted.  We will be unable to commence the works until this deposit has been paid in full; 

      2. The remaining quoted fee (if any) is payable on completion of the design and before any drawings and plans we have produced are sent to you or your chosen contractors to begin the works, where applicable.

  2. We reserve the right to issue additional progress invoices and the final invoice at any time, if the Services are delayed through no fault of our own.  We also reserve the right to request 100% of the quoted fee up front at our sole discretion and for projects under $500 and will specify this in the Proposal.

  3. The Services will be deemed complete, and the final invoice will be issued, once our design has been provided.  We may include for additional advice and support for a maximum of 2 weeks after we have issued the final documents and if this is the case, we will set this out our Proposal.  If you require further support, this will be chargeable at our standard hourly rate.

  4. Unless otherwise agreed, our hourly rates are as follows: 

    1. Interior Consultant hourly fee of $65

  5. All quoted prices do not include Sales Tax where applicable. 

  6. All invoices are payable immediately or within 7 calendar days from the date of invoice, without set-off, withholding or deduction unless required by law.

  7. If you do not make payment to us by the due date, we will stop providing our Services and will charge you interest on the overdue sum at the rate of 4% per annum above the local Puerto Rico bank base lending rate from time to time.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, both before or after judgment.  This will not apply if you have promptly contacted us to dispute an invoice in good faith.  No interest will accrue while such a dispute is ongoing.

  8. Should the works be delayed or postponed for a period of 6 months or more in any one stage, through no fault of our own, we reserve the right to review and amend our fees and will notify you of this.

  9. Cancellation of Services

    1. You are required to provide us with a minimum of 14 days’ written notice if you wish to cancel the Contract.  In the event of cancellation, we will invoice you for the Services provided up to the date of cancellation.  Upon receipt of payment, we will hand over all works completed by us up to the date of cancellation in relation to the Contract.

    2. Either Party may cancel the Contract immediately if the other:

      1. has committed a material breach of this Contract, unless the breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or

      2. goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

  10. Cancellation of the Contract for any reason will not affect the rights and liabilities of the Parties already accrued at that time and any clauses that are stated to continue in force after termination will not be effected.

  11. We will be working with the client’s budget. On occasion, freight and delivery charges are not known until the end of the lead-time. Prices of furnishings and other products are subject to change.  We cannot be held liable for additional or unforeseen costs.

  12. Delays due to contractors/builders or site delays while we are undertaking a project management role cannot be claimed against us.   

 

  1. Nothing in these Terms and Conditions seeks to exclude or limit your legal rights as a consumer, where applicable.  For more details on your legal rights, please refer to the Puerto Rico Department of Consumer Affairs at www.daco.or.gov

  2. We may provide referrals or recommendations to other companies.  Please be aware that we may receive commission payments from these companies.  However, the decision regarding their suitability rests with you and we accept no liability for their actions or lack of actions.

 

  1. We cannot be held responsible for issues or defects in our Services where we have relied on information provided by you or other companies instructed by you.  

 

  1. Intellectual Property Rights

    1. We own (and retain) all intellectual property rights subsisting in any and all designs we create and all content on our Website.

    2. Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you.   The licence will become effective once the final design is provided.  You may not sub-licence these intellectual property rights without our prior written permission.

    3. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights. 

    4. Any licence granted shall be automatically revoked if you breach any of these terms and conditions or if the Contract is cancelled in accordance with clauses 7, 8 or 9. 

    5. The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you.  These cannot be used without our express permission. 

    6. We will issue designs in our standard, non-editable format only.  If you require CAD or other information which could be manipulated by others, please inform us in advance.  We will only issue these at our sole discretion and subject to the acceptance of our Professional Indemnity insurers and this will be chargeable (typically at the remaining fee for the total project phase).

    7. You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.

    8. We reserve the right to use any design created by us and take photographs of the property for our own promotional purposes.  Please advise us when accepting our Proposal if you do not agree to this.

 

  1. Events Outside of Our Control (Force Majeure):  We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, hurricanes, acts of terrorism or war, governmental action, epidemic or other natural disaster, or any other event that is beyond our control.

 

  1. Complaints and Feedback

    1. We always welcome feedback from our clients and, whilst we always use all reasonable endeavours to ensure that your experience as a client of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.

    2. If you wish to complain about any aspect of your dealings with us, please contact us in writing in the first instance.  We will respond to your complaint within 14 days.

 

How We Use Your Personal Information:  All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the  Puerto Rico Department of Consumer Affairs Privacy Policy and Data Management Regulation Number 8568 (“PR Privacy Policy Regulations”) and  the European Union General Data Protection Regulation 2016/679 (“GDPR”)

  1. Other Important Terms

    1. We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business).  If this occurs you will be informed by us in writing.  Your rights under these Terms and Conditions will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.

    2. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.

    3. The Contract is between you and us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions. 

    4. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions and the remainder will be valid and enforceable.

    5. No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.

 

  1. Governing Law and Jurisdiction

    1. These Terms and Conditions (and the Contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of  the Commonwealth of Puerto Rico.

    2. Any dispute, controversy, proceedings or claim between us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of the Commonwealth of Puerto Rico.

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