TERMS OF TRADE
Noir Interior Design
ENGAGEMENT
The Client engages the Designer to provide the Design Works, and the Designer accepts that engagement on the following terms and conditions.
PERFORMANCE & DELIVERY
The Designer shall provide the Design Works with reasonable skill, care and diligence, subject to any financial, physical, time, site or other constraints imposed by the Client or reasonably arising from the nature of the engagement.
For the purposes of this Agreement, a material change means a significant alteration to the overall design concept, layout, scope of work, or major selections previously approved by the Client.
The Designer shall not make any material changes to Design Works approved in writing by the Client except with the Client’s instruction or agreement, or where site conditions, technical requirements, supplier availability, or Project issues require the Designer to exercise reasonable professional discretion. In such circumstances, the Designer may make reasonable adjustments to the Design Works.
Minor changes, substitutions, refinements, or adjustments required to accommodate site conditions, product availability, construction requirements, or supplier constraints shall not be considered a material change.
Any timeframes provided for the delivery of Design Works by either the Designer or the Client are indicative estimates only. The Designer shall not be liable for delays arising from circumstances outside the Designer’s control, including but not limited to supplier delays, contractor scheduling, site conditions, or delayed decisions by the Client. Such delays shall not entitle the Client to terminate this Agreement or claim damages or remedies.
SITE CONDITIONS AND HIDDEN ISSUES
The Designer shall not be responsible for any issues, delays, additional costs, or design changes arising from unforeseen site conditions.
This includes, but is not limited to:
• hidden structural issues
• concealed plumbing, wiring or services
• water damage, rot or mould
• non-compliant or unsafe previous construction
• inaccurate building plans or measurements
• hazardous materials discovered during renovation
• structural limitations discovered during construction.
Where such conditions are identified during the course of the Project, the Designer may recommend changes to the Design Works or Project scope in order to address the issue.
Any additional design time, coordination, redesign, or project work required as a result of unforeseen site conditions may be charged at the Designer’s hourly rate.
The Designer shall not be liable for any delays, additional costs, or construction changes resulting from these conditions.
DESIGN REVISIONS
The Designer will provide design concepts and revisions as reasonably required to progress the Project.
Unless otherwise agreed in writing, the Designer does not provide unlimited design revisions.
Where the Client requests additional revisions or significant alterations to previously approved Design Works, the Designer reserves the right to charge additional fees based on the Designer’s hourly rate.
Requests for revisions resulting from changes to the Project brief, client preferences, or previously approved selections may result in additional fees and adjustments to project timelines.
JOINERY APPROVAL
Where joinery drawings, specifications, finishes, hardware selections, layouts, or shop drawings are provided for the Project, the Client must review and approve these prior to manufacture.
Approval may include confirmation of:
• layouts and dimensions
• materials and finishes
• colours and textures
• handles and hardware
• internal storage configurations
• appliance integration and clearances.
Once joinery specifications or shop drawings have been approved by the Client and released for manufacture, any subsequent changes requested by the Client may result in additional design fees, manufacturing costs, delays, or remake charges.
The Designer shall not be responsible for costs or delays resulting from changes requested after the Client has approved the joinery specifications or shop drawings.
Where shop drawings are prepared by the joinery manufacturer, the Client is responsible for reviewing and confirming that the drawings meet their requirements prior to manufacture.
CLIENT DECISIONS
The Client acknowledges that timely decisions are required in order for the Project to progress.
Where the Client delays providing approvals, selections or instructions, the Designer shall not be responsible for any resulting project delays, supplier price increases or scheduling changes.
Additional time spent by the Designer as a result of delayed decisions may be charged at the Designer’s hourly rate.
CLIENT RESPONSIBILITIES
The Client agrees:
• To provide the Designer with a full brief of the Project requirements and objectives, together with full information about the site and any other information reasonably requested by the Designer.
• To work constructively and in good faith with the Designer to resolve aspects of the Design Works or the Project.
• Not to purchase Goods except through the Designer unless otherwise agreed in writing.
• Not to attempt to source goods or services directly from suppliers or manufacturers of Third Party Goods.
• Not to provide or disclose any Design Works to suppliers, contractors or third parties for quoting without the Designer’s written consent.
Except as expressly provided in the Project Details, the Designer shall have no project management or other duties or obligations in relation to the Project.
TRADE WORKMANSHIP AND CONTRACTORS
The Designer provides interior design services and may assist in coordinating contractors as part of the Project.
Unless expressly agreed in writing, the Designer does not perform building, construction, installation or trade works.
All physical works and installation services are carried out by independent third-party contractors.
Responsibility for workmanship, installation quality, compliance with building regulations and contractor warranties rests solely with the contractor performing the work.
The Designer shall not be liable for defects, delays, omissions or performance issues arising from the work of third-party contractors.
PAINTING MATERIALS, PRODUCT SUBSTITUTION AND COLOUR VARIATION
While every effort will be made to use paint products specified within design documentation or specification sheets, the Designer and/or the appointed painting contractor reserves the right to substitute equivalent products where reasonably required.
Substitutions may occur due to product availability, supplier delays, discontinued products, compatibility with existing surfaces, site conditions, or contractor application requirements.
Any substituted product will be of comparable quality, durability and finish.
The Client acknowledges that exact colour matching cannot always be guaranteed and colour appearance may vary due to factors including:
• differences between paint brands or product ranges
• batch variations in paint products
• surface preparation and substrate materials
• previously painted or existing surfaces
• lighting conditions including natural and artificial light
• surrounding colours and materials within the space
• application methods and number of coats applied
• sheen levels and finish types
• viewing angles and time of day
Minor variations in colour, tone, texture or finish shall not constitute a defect or breach of contract.
LICENSE GRANTED TO CLIENT
The Designer grants the Client a license to use the Design Works for the Project only, including the use, maintenance, repair or disposal of the Property.
The Client may not reproduce, distribute or provide the Design Works to any third party without the Designer’s prior written consent.
The Designer retains the right to:
• enter the Design Works into design competitions or awards
• use the Design Works to advertise or promote the Designer’s work
• reuse design concepts and ideas developed during the Project in future work.
CONDITIONS OF LICENSE
The Client shall receive copies of the completed Design Works once full payment of the Fee has been received.
The Designer is not obliged to provide editable electronic versions of the Design Works.
The license does not apply to incomplete or draft Design Works.
The Designer may suspend or revoke the license if the Client fails to make payment when due.
The Client shall permit the Designer reasonable access to photograph the Project for marketing purposes within six months of completion.
DEFECTS
If during the term of this Agreement or after completion of it, the Client becomes aware of any problem with the Design Works, or any non-compliance with this Agreement, the Client must notify the Designer in writing no later than thirty (30) Working Days after becoming aware of the issue.
Failure to notify the Designer within this timeframe shall be deemed a waiver by the Client of any claim relating to the issue.
Upon notification, the Designer shall, at its sole discretion, repair, replace, or rectify any defective Design Works where the defect arises directly from the Designer’s services.
The Designer shall not be responsible for any alleged defects or damage arising from:
misuse, neglect, or improper maintenance of Goods or Design Works
accidental damage
damage caused by the Client, occupants, pets, guests, contractors, or third parties
alterations or modifications made without the Designer’s written consent
normal wear and tear
damage occurring after installation or delivery of Goods
site conditions outside the Designer’s control
damage caused by other contractors or trades working on the Project after the Designer’s work has been completed.
Where damage or issues arise due to the above circumstances, any rectification work requested by the Client may be carried out by the Designer at the Client’s cost.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in the Design Works remain the property of the Designer.
The Client receives a license to use the Design Works for the Project only.
The Design Works must not be reused, altered or used for another project without the Designer’s written consent.
If the Client engages another contractor or designer to complete the Project using the Design Works, the Designer reserves the right to charge a design release or design usage fee.
PRIVACY AND PERSONAL INFORMATION
The Designer shall comply with the Privacy Act 2020 and take reasonable steps to protect personal information collected during the course of the Project.
FEES AND PAYMENT
The Client shall pay the Designer’s Fees on the due date specified on the invoice, or within seven (7) days where no date is specified.
The Designer may invoice periodically, upon completion of project stages, or as the Project progresses.
Where the Fee is based on an estimate or preliminary budget, the Fee may be adjusted where:
• the Client changes the scope of the Design Works
• additional time or work is required
• supplier pricing increases
• unforeseen circumstances arise.
PAYMENT NOT CONDITIONAL ON TRADE WORK
Payment of the Designer’s Fees is not conditional upon the completion or performance of third-party contractors.
The Client may not withhold, delay or offset payment due to disputes relating to contractor workmanship or project delays.
LATE PAYMENT
Any monies not paid when due may incur interest at 2% per month.
The Designer reserves the right to suspend services until all outstanding amounts are paid.
The Client shall be responsible for any debt collection or legal costs incurred.
GOODS
Title to Goods supplied by the Designer remains with the Designer until full payment has been received.
Risk of loss or damage passes to the Client upon delivery.
Where goods are delivered before payment, the Designer retains a security interest under the Personal Property Securities Act 1999 (PPSA).
THIRD PARTY GOODS
The Designer does not provide warranties for Third Party Goods and the Client relies on the manufacturer’s warranty.
Supplier terms and conditions may apply.
The Designer may receive commissions or apply margins on Third Party Goods.
DISPUTE RESOLUTION
The parties agree to attempt to resolve disputes through good faith negotiations before taking further action.
TERMINATION
Termination by the Client
The Client may terminate this Agreement at any time by providing four (4) weeks written notice to the Designer.
Upon receipt of such notice, the Designer shall take reasonable steps to bring the Design Works to an orderly conclusion.
The Client shall remain responsible for payment of:
• all Fees for Design Works completed up to the termination date
• any Goods ordered or purchased for the Project
• any disbursements or third-party costs incurred on behalf of the Client
• any reasonable administrative costs associated with closing the Project.
Where the Designer has allocated time, resources, or scheduled work for the Project, the Designer reserves the right to charge reasonable cancellation or rescheduling fees.
Termination by the Designer
The Designer may terminate this Agreement at any time by providing written notice to the Client.
Upon termination, the Client shall immediately pay all Fees, costs, and disbursements incurred up to the date of termination.
The Designer shall not be liable for any loss, delay, inconvenience or costs arising from termination of the Agreement.
Termination for Breach
Without prejudice to any other rights or remedies, either party may terminate this Agreement immediately by written notice if the other party:
• breaches any material term of this Agreement and fails to remedy the breach within ten (10) Working Days of receiving written notice;
• becomes insolvent or bankrupt;
• enters liquidation or administration;
• has a receiver or statutory manager appointed.
Consequences of Termination
Termination of this Agreement shall not affect any rights or obligations accrued prior to termination.
All outstanding invoices become immediately payable upon termination.
If the Client continues to use the Design Works following termination, the Designer reserves the right to charge a design usage or design release fee.
FORCE MAJEURE
The Designer shall not be liable for delays caused by events outside its control including supplier delays, weather events, labour shortages or government restrictions.
CONSUMER GUARANTEES
The Consumer Guarantees Act 1993 may apply where the Client acquires services for personal, domestic or household use.
Where the Client acquires services for business purposes, the parties agree that the Consumer Guarantees Act does not apply.
Limitation of Liability
To the maximum extent permitted by law, the liability of Noir Interior Design in relation to any claim arising from the provision of design services shall be limited to the total value of the design fees paid by the Client for the services provided.
Noir Interior Design shall not be liable for:
the workmanship, performance, or actions of any third-party contractors, tradespeople, suppliers, or consultants engaged by the Client;
construction methods, installation, or site workmanship carried out by others;
delays, defects, damages, or costs arising from the work of third parties;
indirect, consequential, or economic loss arising from the project.
The Client acknowledges that Noir Interior Design provides design consultation, specification, and coordination services only and does not act as the builder, contractor, or construction manager responsible for carrying out physical building works unless expressly agreed in writing.
The total aggregate liability of Noir Interior Design for any claim, loss, or damage arising out of or in connection with the services provided shall not exceed the total design fees paid by the Client for the relevant project.
VARIATION OF TERMS
The Designer reserves the right to update or amend these Terms of Trade from time to time.
Updated Terms may be issued with project documentation or published on the Designer’s website.
Continued engagement of the Designer’s services constitutes acceptance of the updated Terms.
GOVERNING LAW
This Agreement shall be governed by the laws of New Zealand.
ENTIRE AGREEMENT
These Terms together with the Project Details constitute the entire Agreement between the parties.