Fee Proposal

(a) These terms of service (Terms of Service), together with the above Design Brief (Brief) (together, Agreement), govern the provision of the Services by Cassandra Walker Design Pty Ltd (CWD, us, we) to the client listed in the Brief (Client, you) for the Project listed in the Brief (Project).

(b) All Project details are set out in the Brief. The Brief prevails over the Terms of Service in the event of any inconsistency.

(c) The Agreement commences on the date on which you agree in writing to the terms of the Brief or give us instructions to begin the work set out in the Brief, whichever comes earlier (Commencement Date), and continues until the parties have completed their respective obligations under the Agreement, unless the Agreement ends earlier in accordance with clause 9 (Term).

(d) The Agreement can only be amended if the parties agree in writing (email to suffice) or otherwise in accordance with clause 2(i).

(a) We will supply the Services and Deliverables listed in the Brief in 'steps' (each a Step).

(b) We are not required to commence the Services until the Agreement is signed and you pay the Deposit.

(c) Items of work specifically excluded from the Services and Deliverables (Excluded Services) are set out in the Brief.

(d) We may engage sub-contractors to perform all or any part of our obligations under this Agreement in our discretion.

(e) Where we give you proposed delivery dates, you acknowledge these are estimates only and subject to change. Any delay to proposed delivery dates does not constitute a breach of this Agreement by us.

(f) You agree to provide feedback and approvals by the dates requested. If you do not come back to us by a requested date, we will consider the drafts to be accepted by you.

(g) We will prepare one (1) set of revisions without additional charge unless a higher number of Permitted Revisions is allowed in the Brief. Additional revisions over and above Permitted Revisions will be charged at our Hourly Rates.

(h) Final Deliverables are supplied in non-editable PDF format unless we otherwise agree in writing.

(i) If you wish to change the Services and/or Deliverables (Variations): (i) you must request via email or phone; (ii) we do not guarantee we can provide all Variations; (iii) we will notify you of any Varied Terms (further fees, additional costs, adjusted delivery times); (iv) we will not commence work on Variations unless you have agreed to the Varied Terms in writing.

(j) Before you use documentation in connection with construction on the Project, you may be required to sign a 'Design Documentation Acknowledgement Form' providing written approval over Final Deliverables.

(a) As part of the Services, we may need to procure, source and arrange for third party suppliers (Third Party Suppliers) to supply goods and services in relation to the Project including custom furniture, joinery, lighting and other interiors.

(b) You agree that you (not us) shall be required to enter into supplier contracts directly with the relevant Third Party Supplier (Supplier Contracts). In relation to Supplier Contracts, you agree as follows:

(i) We are entitled to charge the Procurement Fee as listed in the Brief;

(ii) Where requested by us, you must pay all or some of the relevant fees under the Supplier Contract before we engage the Third Party Supplier to commence work or at any time once the Third Party Supplier has commenced work;

(iii) You are ultimately responsible for ensuring you are comfortable with the terms of the Supplier Contract and for paying the Third Party Supplier's applicable charges;

(iv) We are not responsible or liable for the Third Party Supplier's goods and services, the timing and standard of their goods and services, nor for payment of Third Party Supplier fees, and you hereby release us from any such responsibility and liability;

(v) If Third Party Suppliers cause delays in relation to the Project, we may need to charge additional Project Costs to manage these delays;

(vi) If you are not able to receive delivery of Third Party Supplier's goods, you agree that you may be required to pay storage fees (such amount to be advised at the relevant time).

(a) In relation to the Brief, you agree to: (i) supply us with any information, documentation, feedback, approvals, facilities and assistance we need (Client Materials); (ii) abide by the terms of this Agreement and pay all invoices on time; and (iii) be collaborative, easily contactable, open and considerate in your dealings with us and Third Party Suppliers.

(b) If you cannot follow your obligations in clause 4(a), the Services may be delayed or negatively impacted, and we are not liable for any Loss you suffer as a result.

(c) You agree that you (not us) are responsible for the budget and financial management of the Project.

(d) At the end of the Term, we are not required to return Client Materials unless you request so in writing within 30 days.

(a) In consideration for the Services, you agree to pay the Fees and Expenses set out in the Brief (Project Costs). Project Costs are an 'estimate only' and subject to change. Fees are invoiced monthly in arrears, issued on the 1st of each month for hours incurred in the preceding month.

(b) The Brief sets out certain costs not included in Fees and Expenses that must be paid in addition (Additional Charges).

(c) Project Costs, Additional Charges and any other payable costs are collectively the Total Costs under this Agreement. Total Costs expressly exclude Construction Costs.

(d) The Deposit is non-refundable if you change your mind. We are not required to start until the Deposit is paid. The Deposit will be credited against the final invoice issued at completion of the Project.

(e) You agree to pay all invoices within seven (7) days of issue or the due date on the invoice (whatever comes first).

(f) You agree to pay via our nominated bank account, credit card, or another method nominated by us.

(g) Total Costs are exclusive of GST unless stated. We reserve the right to charge processing fees when you pay by credit card.

(h) Time is of the essence when making payments under this Agreement.

(i) We reserve the right to charge Interest on overdue payments and to refer any debts to a debt collector or solicitor. All costs incurred by us will be payable by you.

(j) If any invoice is outstanding by more than 7 days, we may suspend performance of the Services.

(k) We are not responsible for actual construction costs, construction management, or ensuring construction costs meet any budget you set.

Additional Charges (not included in the fees above): Long distance travel expenses; reproduction costs, blueprints, photocopying; transportation costs (courier, delivery, mileage); GST and freight on shipment of goods; moving or cleaning interiors in preparation for work on-site.

Rate Card: $250 + GST/hr — Cassandra Walker  |  $180 + GST/hr — Interior Designer  |  $90 + GST/hr — Junior Designer  |  $80 + GST/hr — Administration

Procurement Fee: 10% of Third Party Supplier total costs less GST. Trade or wholesale pricing is passed directly to client.

(a) You give us a licence to use Client Materials for the purpose of performing our obligations. You warrant that our use of Client Materials will not infringe any third party rights.

(b) All IP rights in connection with the provision of the Services, including draft and Final Deliverables (Developed IP), will automatically vest in and become our exclusive property throughout the world in perpetuity.

(c) Once you have paid the Total Costs for each Step, we grant you a worldwide, perpetual, exclusive and royalty-free licence to use the Final Developed IP for the Approved Purpose listed in the Brief only. Any other use is not permitted without our written agreement.

(d) Any modifications to the Developed IP must be made by us unless we otherwise agree in writing.

(e) Nothing in this Agreement transfers any rights in our IP to you. If we incorporate our IP into the Final Developed IP, you receive a non-exclusive licence to use it for the limited purpose of clause 6(c).

(f) Where we incorporate third-party IP (stock images, fonts, licensed materials) into Deliverables, your use is subject to the relevant Third Party Licences. You are responsible for maintaining and paying applicable Third Party Licences.

(g) As a condition of us entering into this Agreement and providing the Services, you agree:

(i) You agree to provide the credit, ‘Designed by Cassandra Walker Design’, if you use the Project or Final Developed IP for any publicity or promotional purposes, unless we request that you do not provide a credit. We must approve in writing before any third party is to be co-credited as an interior designer of the Project.

(j) You agree that we may arrange the placement of a lawn or fence sign on the Property to promote our Services for the Project during the Term.

(a) Nothing in this Agreement restricts, limits or excludes any rights you may have under the Australian Consumer Law or any other law.

(b) If you acquire goods or services as a Consumer, they will be supplied in accordance with applicable Consumer Guarantees. Otherwise, to the full extent permitted by law, we exclude any warranty or condition in relation to goods and services supplied, including that they will be suitable or fit for any particular purpose.

(a) You are liable for and indemnify us and our representatives against any Loss or Claim suffered in respect of any breach of this Agreement by you.

(b) Subject to clause 7(a) and to the extent permitted by law, our liability to you as a Consumer is limited to: (i) for services — resupplying the services or paying the cost of resupply; (ii) for goods — repair, replacement, or refund.

(c) If a Third Party Supplier's goods or services have a defect, we will take prompt steps to correct this. Subject to clauses 7(a) and 8(b), we are not liable for any Loss you suffer in relation to delays caused by defective Third Party Supplier goods or services.

(d) While we take reasonable steps to anticipate hidden variables in the design or construction, such Issues may not be obvious at the Commencement Date. In the event we encounter any Issues, we will advise you at the earliest opportunity. You agree we may increase Project Costs if Issues arise, subject to your approval.

(e) You agree that your builder shall verify all drawing dimensions before any construction work commences.

(f) Subject to clauses 7(a) and 8(b), neither party is liable to the other for any Consequential Loss arising out of or in connection with this Agreement.

(g) Subject to clauses 7(a) and 8(b), we are not liable for any Loss where the Services are restricted or impacted by a Force Majeure Event.

(a) If a dispute arises (Dispute), either party may give written notice specifying the nature of the Dispute (Dispute Notice).

(b) Within 14 days of a Dispute Notice, the parties must meet and attempt in good faith to resolve the Dispute.

(c) If unresolved within 14 days, either party may refer the Dispute to mediation administered by a mediator agreed between parties, or appointed by the Law Institute of Victoria.

(d) Mediation costs shall be shared equally, unless otherwise agreed.

(e) Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief from a court.

(a) Subject to clauses 7(a) and 7(b), you cannot cancel the Brief for 'change of mind' unless we agree in writing.

(b) The Brief may be cancelled: (i) by mutual written agreement; (ii) by you with one month's written notice, in which case we reserve the right to charge the Administration Fee; (iii) by either party for material breach that is not remedied within 14 days of written notice.

(c) Subject to clauses 7(a) and 7(b), if the Brief is cancelled before completion: (i) the Deposit is non-refundable unless required by law; (ii) you must pay any outstanding Total Costs for Services carried out by us and any Third Party Suppliers up to the date of cancellation.

(d) If the Brief is cancelled under clause 9(a) or 9(b), this Agreement will terminate.

(a) Capitalised words are defined in clause 11, throughout these Terms of Service, or in the Brief.

(b) The Project Brief and any attached Proposal document are incorporated into this Agreement and binding on the parties.

(c) This Agreement forms the entire agreement between the parties. Changes must be agreed in writing.

(d) This Agreement is governed by the laws of Victoria, Australia. The courts of Victoria (or where applicable the Federal Court of Australia) have exclusive jurisdiction.

(e) You must not assign or novate your rights under this Agreement without our prior written consent.

(f) Any formal communication must be in writing (email to suffice, except for breach notices which must be hand delivered or sent by registered post).

(g) Each party agrees not to disclose the other party's Confidential Information without consent, except to representatives on a 'need to know' basis, professional advisors, or as required by law.

(h) If any part of this Agreement is void, unenforceable or illegal, it will be severed and the remainder will continue in full.

(i) The following clauses survive conclusion of this Agreement: 3(c), 5, 6, 8, 9, 10 and 11.

(a) We collect and handle your personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

(b) We collect your personal information (name, contact details, project information) for the purpose of providing the Services and communicating with you about the Project.

(c) We will not disclose your personal information to third parties except as required to perform the Services, as required by law, or with your consent.

(d) You may contact us at info@cassandrawalkerdesign.com to access, correct, or make a complaint about our handling of your personal information.

(a) You acknowledge and agree that we may use artificial intelligence (AI) tools and software (AI Tools) as part of the design process and in the delivery of the Services, including for concept development, design documentation, procurement research, written communications, project scheduling, and photographic content processing.

(b) The use of AI Tools does not diminish our professional responsibility for the Services or the quality of the Deliverables. All AI-assisted outputs are reviewed, curated, and approved by a qualified designer before being incorporated into any Deliverable supplied to you.

(c) Where we use AI Tools to process any Client Materials you provide (including project photographs, floor plans, or other documents), we will take reasonable steps to ensure your information is handled in accordance with clause 10A and applicable law. We will not submit your personal information, property address, or identifying details to public-facing AI platforms without your prior consent.

(d) The intellectual property provisions in clause 6 apply to all Deliverables regardless of whether AI Tools were used in their creation.

(e) You acknowledge that AI technology is evolving rapidly. We will exercise reasonable professional judgement in our selection and use of AI Tools and will not use AI Tools in a manner that materially compromises the quality, originality, or integrity of the Deliverables.

Administration Fee means an administration charge of up to 30% of the balance of unpaid Project Costs that would have otherwise been charged to you if the Agreement was not terminated (which charge is a genuine pre-estimate of Loss suffered by us in relation to the cancellation of this Agreement and covers Loss relating to inter alia the rescheduling of human resources, loss of income and bringing forward other clients' projects).

Australian Consumer Law — Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Claim — any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, at law or in equity.

Confidential Information — any information belonging to a party that is marked confidential or is by its nature confidential, including trade secrets, Intellectual Property, know-how, business and financial data, policies, plans, databases, and client lists.

Consequential Loss — special, incidental, indirect or consequential damages, loss of revenue, anticipated savings, profits, goodwill, reputation, interest or business.

Force Majeure Event — act of god, war, natural disaster, pandemic, global financial crisis, injury or illness, death in the family, government shutdown, hacking, viruses, internet connectivity issues, power outages and any other cause not reasonably within the control of the parties.

Hourly Rates — our schedule of hourly rates, as published from time to time, set out in the Brief at the Commencement Date.

Interest — interest at the rate of 2% above the rate set down from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic), capitalised monthly.

IP — all rights in relation to trade marks, copyright, patentable inventions and designs, whether existing now or in the future, including rights in trade secrets, know-how, techniques and confidential information.

Loss — loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs.

Interpretation: Singular includes plural and vice versa; a gender includes other genders; a law is a reference to that law as amended; this Agreement includes all schedules and attachments; $ refers to Australian dollars; 'including' and 'such as' are not words of limitation.