Terms of Services for Quotes, Invoices, and Product Sales
1. Application and Definitions
1.1. Application: These terms and conditions apply to the supply of services and products by Illuxia Design unless there is a signed prior written agreement between the Client and Illuxia Design for the supply of the Services or Products.
1.2. Precedence: The following documents form the entire Agreement between the parties:
a) the Quotation;
b) these terms and conditions; and
c) any other documents referred to in the Quotation.
Any inconsistency, discrepancy or ambiguity between the documents listed in this clause will be resolved by giving precedence to the document highest in the list.
1.3. Definitions: In these Terms and Conditions, unless the context otherwise requires:
"Illuxia Design" refers to Illuxia Design (ABN 36 671 232 196).
"Client" means the individual or entity engaging Illuxia Design's services or purchasing products.
"Services" means any lighting design consultancy, 3D rendering, project management, or related services provided by Illuxia Design.
"Products" means any lighting fixtures, controls, or related items sold by Illuxia Design.
"Quote" or "Quotation" means a formal statement setting out the estimated cost for Services or Products.
"Invoice" means a document issued by Illuxia Design to the Client, specifying the amount owing for Services rendered or Products supplied.
"Intellectual Property" includes but is not limited to designs, concepts, drawings, specifications, and other creative work produced by Illuxia Design.
"Authorised Person" means an employee of Illuxia Design holding the office of Managing Director or State Manager in relation to the Services or a legally appointed director of Illuxia Design.
2. Quotation
2.1. Unless stated otherwise in the Quotation, each Quotation is valid for 30 days from the date of issue and must be accepted in writing. If the Quotation is not accepted in that time the offer lapses.
2.2. To the extent the Client's terms and conditions are supplied to Illuxia Design (including as printed on purchase orders or other documents), those terms and conditions will be of no legal effect and will not constitute part of, or supersede, these terms and conditions unless Illuxia Design has entered into a signed written agreement containing those terms and conditions.
3. The Services
3.1. Illuxia Design will carry out the Services with all reasonable skill, care and diligence to be expected from a professional person or firm in the performance of similar services with similar experience to Illuxia Design.
3.2. Unless agreed otherwise, all reports produced in the performance of the Services will be addressed to the Client only. Reports shall only be used by the Client and only for the purpose set out in the Quotation. Such reports shall not be used for any other purposes or be relied upon or used by any third party without the prior written permission of an Authorised Person.
4. Pricing and Payment
4.1. All prices are in Australian Dollars (AUD) and exclude GST unless otherwise stated.
4.2. Project Area Pricing:
a) a) For billing purposes, all projects will be calculated at a minimum area of 150 square meters (150m²).
b) Projects with an actual area less than 150m² will be charged at the 150m² rate.
c) This minimum billable area applies to all lighting design services unless otherwise specified in writing.
4.3. For services:
a) A 50% deposit is required to commence work, with the balance due upon project completion.
b) Full payment is required before the release of final documents or deliverables. Illuxia Design reserves the right to withhold the release of any final work, designs, or reports until all outstanding invoices have been paid in full.
4.4. For product sales:
a) A 50% deposit is required for the order to be processed.
b) The remaining balance is due within 14 days of the invoice date or prior to shipping, whichever comes first.
c) Late payments may incur a 2% monthly interest charge.
5. Changes and Revisions
5.1. Two rounds of minor revisions are included in the quoted price for Services.
5.2. Additional revisions or significant changes to the project scope will be charged at an hourly rate of AUD 150 per hour, exclusive of GST.
5.3. Illuxia Design will provide an estimate of hours required for additional revisions before proceeding with the work.
5.4. The minimum billing increment for additional revisions is 1 hour.
6. Indemnities and Liability
6.1. To the maximum extent permitted by law, the Client indemnifies Illuxia Design against all liabilities, losses, claims, costs or expenses incurred or suffered by Illuxia Design in connection with this agreement or the Services (including any liability to a third party) except to the extent that such liabilities, claims, costs or expenses were caused by the negligent act or omission of Illuxia Design.
6.2. Notwithstanding any other provision of this Agreement, Illuxia Design shall have no liability whatsoever to the Client regardless of the basis for that liability (whether in contract, tort, including negligence or on any other legal or equitable basis) for loss of use, production, profit, revenue, business, data, contract or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or any economic loss or financial loss or cost (whether similar to the foregoing or not, and whether suffered by the Client itself or as the result of a claim by a third party) or for any special, indirect or consequential loss or damage.
6.3. Otherwise, Illuxia Design's maximum aggregate liability to the Client, regardless of the basis of that liability (whether in contract, tort, including negligence or on any other legal or equitable basis), is limited to the total amounts paid by the Client to Illuxia Design pursuant to this Agreement by the time such liability arose.
6.4. Illuxia Design does not guarantee the accuracy and reliability of any reports or advice provided to the Client in connection with the performance of the Services nor guarantee the safety of any particular person or property.
7. Insurance
7.1. Illuxia Design will maintain cover in respect of public liability and professional indemnity insurance during the provision of the Services and for a period of one year thereafter, provided that such insurance is available at commercially reasonable rates. Details of the policies are available on request. Illuxia Design will promptly notify the Client if Illuxia Design ceases to carry such cover.
8. Force Majeure
8.1. Neither party shall be liable or deemed liable to the other party for failure or delay in meeting any obligation hereunder due to a Force Majeure Event, provided that the affected party has given the non-affected party prompt written notice, with full details, following the occurrence of the cause relied upon.
8.2. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations provided that if the period of delay or non-performance continues for 90 days, the non-affected party may terminate the provision of the Services by giving not less than 14 days' written notice to the other party.
8.3. Illuxia Design is not liable for any delay or failure to perform the Services or its other obligations under this Agreement if such failure or delay is due to a Force Majeure Event.
9. Confidentiality
9.1. The Client must keep confidential all information obtained in connection with this agreement in relation to Illuxia Design, including any operating methodologies and technology used by Illuxia Design in the course of providing the Services.
9.2. This obligation of confidentiality shall not apply to information that:
i) is or becomes public knowledge other than by breach of this clause;
j) is in the possession of the Client without restriction in relation to disclosure before the date of receipt from Illuxia Design;
k) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
l) is independently developed without access to the confidential information; or
m) is required to be disclosed by law, any governmental or regulatory authority or by a court or other authority of competent jurisdiction.
10. Intellectual Property
10.1. Unless otherwise agreed, Illuxia Design retains all Intellectual Property Rights in all material provided to the Client or created for the Client in the course of performing the Services.
10.2. Nothing in this Agreement will be taken to transfer ownership of any Intellectual Property to the Client. Illuxia Design grants to the Client a non-transferable, non-exclusive, perpetual, royalty-free licence to use the Intellectual Property solely for the purposes for which it was created pursuant to this agreement.
10.3. The Client must not, under any circumstances, on-supply Intellectual Property or any component of the Intellectual Property for use by third parties without Illuxia Design's prior written consent which Illuxia Design may grant or withhold in its absolute discretion.
11. Termination
11.1. Either party may terminate the provision of the Services by giving 30 days' written notice to the other party.
11.2. Illuxia Design may terminate the provision of the Services immediately, without liability, by serving written notice on the Client if:
n) the Client fails to make any payment of an invoice on the due date; or
o) the Client is unable to pay its debts as they fall due, or being an individual or partnership is declared bankrupt; or
p) a trustee, receiver, administrative receiver or similar officer is appointed in respect of the whole or any part of the business or assets of the Client.
11.3. In the event of termination under this clause 11, the Client will pay Illuxia Design for the Services performed up to and including the date of termination.
12. Dispute Resolution
12.1. Compulsory Process: In the event of a dispute arising out of or relating to these Terms, neither party may commence any Tribunal or Court proceedings unless the following process has been followed, except where urgent interlocutory relief is sought.
12.2. Notice: A party claiming a dispute must provide written notice to the other party detailing the nature of the dispute, desired outcome, and proposed resolution.
12.3.Resolution Process:
q) Within 28 days of receiving the notice, both parties must endeavour in good faith to resolve the dispute through negotiation or other mutually agreed means.
r) If the dispute remains unresolved after 28 days, the parties must either agree on a mediator or request that an appropriate mediator be appointed by the Australian Disputes Centre (ADC).
s) The parties are equally liable for the mediator's fees, expenses, and venue costs. Each party is responsible for their own costs associated with the mediation.
t) The mediation will be held in Sydney, New South Wales, unless otherwise agreed.
12.4.Confidentiality: All communications made during the dispute resolution process are confidential and must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
12.5.Termination of Mediation: If the dispute remains unresolved 60 days after the commencement of mediation, either party may request the mediator to terminate the mediation, and the mediator must comply with this request.
12.6. Continued Performance: Notwithstanding the existence of a dispute, both parties must continue to perform their obligations under this agreement to the extent practicable, unless the agreement has been terminated.
13. General Terms
13.1.Governing Law: This agreement is governed by the laws of New South Wales and Illuxia Design and the Client irrevocably submit to the laws and the jurisdiction of the courts of New South Wales and all Courts of Appeal from those courts.
13.2.Severability: If any of the provisions in this agreement which are illegal, void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability without invalidating the remaining provisions.
13.3.Assignment: The Client will not transfer or assign this agreement without Illuxia Design's prior written consent.
13.4. Entire Agreement: The agreement is the entire agreement between the parties and no agreement or understanding varying or amending the agreement is binding unless agreed in writing and signed by both parties.
13.5.Notices: A party may serve any notice or document on the other party by hand, by forwarding it by post to the last known address of the party. Such notices shall be deemed to be given:
a) where delivered by hand, on the day of delivery; or
b) where sent by post, 2 business days after the day of posting.
13.6. No Waiver: The failure or indulgences by Illuxia Design to exercise, or delay in exercising, any right, power or privilege available to it under this agreement will not operate as a waiver or preclude any other or further exercise of any right or power.
By accepting a quote, paying an invoice, or placing an order, the Client acknowledges that they have read, understood, and agreed to these terms and conditions.