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CONDITIONS OF ENGAGEMENT

  1. Evoke Style and Design (Evoke) shall perform the Services (defined in the Letter of Engagement) in accordance with these conditions and the attached Letter of Engagement, which, when read together, form the contract (Contract) between you (the Client) and Evoke. If you elect to confirm our engagement other than by signing a duplicate of this letter, by sending a purchase order or other document containing alternative terms and conditions, those terms and conditions will be of no effect.

  2. Evoke will commence the Services on the date agreed between both parties, either in the Letter of Engagement or otherwise in writing. If no Commencement Date is agreed, then Evoke will commence the Services on a date to be determined by Evoke at Evoke’s discretion. Services will be completed during the Completion Period as set out in the Letter of Engagement and any variation agreed to in writing between the parties otherwise.

    Timelines specified for commencement and completion of the Services are indicative only and are not binding on Evoke. While Evoke will make every reasonable effort to adhere to the timelines herein, commencement and completion dates may need to be varied due to circumstances beyond Evoke’s control and Evoke will notify the Client in writing of any such variation at the earliest possible convenience.

    Evoke will not be liable in any way as a result of any delay to the commencement or completion dates.

  3. Evoke must perform the Services to the standard of skill, care, and diligence as is reasonably expected of a consultant performing same or similar services.

  4. The Client and Evoke may agree in writing to vary the Services. The value for each variation shall be calculated based on the Fee or as agreed between Evoke and the Client. Time for performing the Services shall be extended by a time equal to the variation.

  5. The Client must pay to Evoke the Fee, the Reimbursable Expenses, the value of any variation in accordance with clause 4, and any reasonable costs incurred by Evoke in performing its obligations under this Contract and agreed to by the Client.

  6. Evoke will claim payment as set out and agreed to by the Client in the attached Letter of Engagement. If the Letter of Engagement makes no direct reference to payment terms, Evoke may claim payment progressively throughout the Project, corresponding with the value of the work undertaken during the period for the payment claim.

  7. In relation to property styling and furniture hire Services, unless Evoke expressly agrees otherwise:
    • Evoke retains ultimate discretion in relation to styling including any pieces which may or may not be used.
    • on delivery, styling and installation of hired furniture and at the end of the contracted hire term, the Client’s property must be available (preferably vacant, but this can be discussed depending on your circumstances), with rooms cleared and easily accessible and free from any hazards. Prior to commencement of styling and installation of Evoke’s hired furniture, the Client must remove from the property all existing furniture and other items unless otherwise agreed with Evoke and documented in the attached Letter of Agreement
    • Evoke may be required to drill into the Client’s walls or other structures associated with the Client’s property for the purposes of installing heavy artworks. If this is required as part of the Client’s design brief, Evoke will discuss this with the Clients representative prior to installation. Where Evoke is required to drill into a wall or structure in the performance of its Services, the plug for the screw will remain in the wall at the conclusion of the Contract. Evoke are not responsible or liable for any costs associated with reinstating the wall to its previous condition.
    • The Client is responsible for ensuring its property is locked, secured, and maintains appropriate insurance policies for the term of the agreement.
    • All pieces of furniture or any other item supplied by Evoke as part of this agreement must not be moved or removed from the Client’s property without Evoke’s prior written consent.
    • The Client is responsible for ensuring that no pets or animals occupy the premises or in any way interface or come into contact with any items installed by Evoke within the property for the duration of the Contract. If Evoke determines that a pet or any animal has been in contact with installed items, the Client will be liable to pay the full value of professional cleaning costs for the items in question. The professional cleaning service will be selected by Evoke at its sole discretion. If the Client has a personal or medical reason as to why a pet or animal is required to be retained onsite, Evoke, at its discretion, can vary this term to make an accommodation.
    • In relation to the hire of styling items:
      • All hired items are hired at the Client’s own risk and the Client is responsible for ensuring all items are returned in the same condition as when they were hired.
      • Evoke will conduct a Condition Report when all items have been delivered to and installed at the property. The Client will be required to review and sign the Condition Report as confirmation of the items hired and the condition thereof.
      • If any items are damaged, lost or stolen during the hire period, Evoke will recover from the Client all reasonable replacement, repair or cleaning costs. If the value of the item exceeds Evoke’s insurance excess amount then Evoke may, at their sole discretion, charge the Client a fee equal to the insurance excess if Evoke elects to claim the costs of repair or replacement on its insurance.

  1. In relation to Project Management and Design Services, unless Evoke expressly agrees otherwise:
    • For the duration of the Contract the Client is responsible for engaging directly with all other trades, builders and other professional services that may be required for the project including payment of all invoices received from trades, suppliers, builders or other professional services required for the project
    • While Evoke will actively co-ordinate all trades on site and facilitate the project from commencement to completion on the Client’s behalf, Evoke is not in any way bound by the timelines provided by any trades services engaged for the project. Evoke does not guarantee that the project will be delivered by a set date and any project delivery dates provided by trades services, builder or professional services bind that service only and not Evoke
    • On commencement of the Contract, and in accordance with any requirements documented in the attached Letter of Engagement, the Client must ensure that:
      • Evoke, or any subconsultant acting on behalf of Evoke, has full access to the property,
      • the property is free from any hazards, waste, and other obstructions. Where hazards, waste or obstructions exist that cannot be removed this must be notified to Evoke.
      • the property is insured, and
      • all utility services are connected and available

  1. The Client must pay Evoke the amount payable under this Contract within the timelines as set out and agreed to by the Client in the attached Letter of Engagement. If the Letter of Engagement makes no direct reference to payment terms, the Client must pay Evoke the amount payable under the Contract within seven (7) days of the date of a payment claim. Overdue payments will be subject to compound interest charged at the RBA cash rate for the unpaid period plus two (2) per cent per annum calculated daily. Evoke may immediately stop performing the Services if the Client fails to pay any fees that are due and payable to Evoke under this Contract (“Outstanding Fees”). Evoke must recommence the Services as soon as the Client has paid all Outstanding Fees.
    1. In relation to property styling and furniture hire Services, unless Evoke expressly agrees otherwise, the following Fee and hire terms apply:
      • the minimum hire term for furniture hire Services is six (6) weeks. Where the Client’s property has achieved a sale prior to the conclusion of the six (6) weeks hire term, the full quoted Fee for the six (6) weeks hire term is payable to Evoke.
      • at the conclusion of the six (6) weeks, if required, the Client may request an extension of the agreement on a week-by-week basis as agreed by both parties in accordance with clause 4.
      • any notice of request for extension of the Contract beyond the minimum six (6) week Contract term must be made at least seven (7) days prior to the initial Contract term ending. A minimum seven (7) day’s notice is required if the Client choses to terminate the week-by week agreement. This notice period is mandatory to allow sufficient time for Evoke to arrange for removal of all items from the Client’s property.
      • the Client must notify Evoke within seven (7) days of any sale of property for which Evoke’s furniture hire has been installed. On sale of the Client’s property or at the conclusion of the six (6) weeks hire term, whichever comes first, and unless otherwise agreed through a variation to the scope of Services, Evoke will remove all items from the Client’s property
      • where access to the Client’s property by Evoke is denied and the Contracted hire term has been exceeded, the Client will be charged at the quoted weekly rate for the duration that access to remove all hired furniture items is denied by the Client.
      • Evoke requires a minimum two (2) business day’s notice from the Client, prior to the agreed date of installation, if the Client elects to cancel the agreement. Where the Client cancels the agreement less than two (2) business days before the agreed date of installation, the Client will be liable to pay Evoke 10% of the quoted Fee.

  1. The Client must provide to Evoke all relevant, up to date and accurate information and documents relevant to the Services at the commencement, and during the term of this Contract. Evoke may rely on information and documents provided by the Client, but is under no duty to verify their accuracy or completeness.

  2. Evoke’s Liability to the Client is limited to the Fee or the cost of re-performing the Services, whichever is lesser. Liability arising under this clause is reduced to the extent it arises out of in connection with any negligent act or omission or breach of contract by the Client. Neither party is liable to the other for loss of actual or anticipated revenue or profits, increased capital or financing costs, increased operational or borrowing costs, pure economic loss, exemplary or punitive damages or indirect or consequential damages.

  3. Twelve (12) months from the date of Evoke’s final invoice, each party releases the other from all current and future Liability, save for the Client’s obligation to pay the Fee and any claim or dispute that has been notified in writing before that date.

  4. Evoke must effect and maintain insurance policies that it deems necessary for the Service (in its absolute discretion)

  5. Unless Evoke expressly agrees otherwise:
    1. the Services are solely for the use and benefit of the Client, and
    2. Evoke does not accept any liability, whether directly or indirectly, for any Liability or loss suffered or incurred by any third party placing any reliance on the performance of the Services or any documents, materials or advice arising from or in connection with the Services

  6. The Client indemnifies Evoke from any claim by, or liability to, a third party regarding third party use of, or reliance on, the Services

  7. Any dispute between the Client and Evoke may be notified in writing by a party to the other party. If a dispute is to be notified, it must be delivered by hand or registered post, and adequately detail the dispute. Within seven days of the service of a notice, representatives from each party with authority to settle the dispute must meet and use best endeavours to resolve the dispute. If the dispute is not resolved within seven days (or other period as agreed between parties), either party may by written notice refer the dispute to a mediator appointed by both parties. If the dispute is not resolved by mediation, either party may commence legal proceedings or such alternative dispute resolution proceedings as agreed in writing by the parties. A party cannot commence legal proceedings unless it has issued a notice under this clause and the requirements of this clause have been complied with.

  8. Clause 16 does not prevent a party from instituting proceedings in a competent court of law to seek injunctive or urgent declaratory relief or Evoke instituting proceedings at any time to recover money owing by the Client.

  9. A party may terminate this Contract if the other party commits a material breach of the Contract and does not rectify the breach within fourteen (14) days of being notified in writing of the breach. If the material breach is the Client’s failure to pay the Fee, Evoke may suspend the Services or terminate the Contract. The parties may terminate the Contract at any time by mutual written agreement. Termination shall be without prejudice to any claim that either party may have against the other in respect of any breach of the terms of the Contract that occurred prior to the date of the termination

  10. A party may only assign, novate, or otherwise transfer any or all of its rights or obligations under the Contract with the prior written consent of the other party, which must not be unreasonably withheld. Evoke may appoint a suitably qualified and competent subconsultant to assist Evoke at any time and without the Client’s consent

  11. Unless the Services specifically include a requirement to give advice on contamination, the obligations of Evoke do not include a duty to advise as to the actual or possible presence of contamination or as to the risks of such matters having occurred, being present or occurring in the future, nor shall Evoke have a duty to consider such matters as influencing any aspect of the Services

  12. This Contract will be governed by the laws of Victoria. The parties submit to the exclusive jurisdiction of the courts Victoria.

  13. The Contract constitutes the entire contract for the performance of the Services and supersedes all previous arrangements, correspondence, tenders, representations, proposals, understandings and communications whether written or oral.

  14. If any provision of the Contract is deemed to be void, invalid or unenforceable, all other provisions which are self-sustaining and capable of separate enforcement, shall, to the maximum extent permitted by law, continue to be valid and enforceable.

  15. A notice shall be deemed to have been properly delivered and served if it is sent by a party’s nominated representative to the address of the other party’s nominated representative. Evoke’s nominated representative is detailed in the attached Letter of Engagement. The Client must notify Evoke of the Client’s nominated representative at the commencement of the Contract.

  16. Any quoted Fee as provided by Evoke in the attached Letter of Agreement is valid for 14 days. After that time, Evoke may choose to re-quote the work at its sole discretion prior to entering into an agreement with you.