AMARI PROPERTY STYLING TERMS AND CONDITIONS OF ENGAGEMENT
This is a contract made between Shelley Nedev trading as Amari Property Styling of 2 Dioctitis Street Wanguri Northern Territory 0810 (hereafter referred to as “The Property Stylist”) and the person or persons named in Item 1 of Reference Schedule of this Contract (hereafter referred to as “The Vendor”). The contract is made and comes into effect on the date specified in Item 2 of The Reference Schedule.
i. The Vendor is the owner of the property fully described in Item 3 of The Reference Schedule.
ii. The Vendor wishes to engage the services of the Property Stylist on the terms and conditions stated in this contract.
iii. The Vendor has accepted a home staging and styling quotation provided by the Property Stylist and identified in Item 4 of The Reference Schedule and this quotation forms part of this contract.
iv. The Vendor wishes to engage the Property Stylist’s services in the hope that by having the property professionally styled, staged and presented by the Property Stylist and certain repairs and maintenance attended to as recommended by the Property Stylist, the Vendor will attract more potential buyers and achieve a better sale price.
v. The objective of entering into this home staging and styling contract is to maximise the market value of the vendor’s property.
vi. The Vendor acknowledges that the Property Stylist has not offered and does not offer the Vendor any guarantee, promise or warranty of result or outcome if the Vendor chooses to enter into this contract with the Property Stylist.
vii. The Vendor acknowledges that he or she is not entering into this contract relying on any written or verbal promise, representation or warranty made by the Property Stylist unless such promise, representation or warranty is made an express term or condition of this contract.
viii. Any special conditions sought by the Vendor and agreed to by the Property Stylist that are not part of the standard terms and conditions of this contract will only become valid and enforceable if separately written up and stapled to this contract, with the heading “Special Conditions to the Contract between Amari Property Styling and [Name of Vendor] dated [Date of Contract]” and signed by both parties.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions and Interpretation
1.1 Definitions –
In this agreement –
“Additional Rental” means the rental payable by the Vendor for any extended term of the contract.
“Agreement” means the same as “contract” and means this contract signed by the parties.
“Business Day” means:
(a) for purposes of serving any Notice on a party under this agreement, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is received; and
(b) for all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in the location of the premises.
“Contract” means this Contract signed by the Property Stylist and the Vendor.
“Contract Price” means the price stated in Item 6 of The Reference Schedule.
“Essential Term” means a fundamental term of this contract, the breach of which will be of such seriousness as to entitle the Property Stylist to immediately terminate the contract and claim damages for any loss suffered due to that breach.
“Extended Term” means any extension of the Initial Term agreed in writing between the parties in accordance with this contract.
“Goods” means the display stock owned and/or supplied by the Property Stylist.
“hire” means the rental of the goods as stated in the quotation signed by the Vendor.
“Home Staging” means the display and arrangement of stock rented out by the Property Stylist to the Vendor at the Vendor’s premises.
“Initial Term” means the terms stated in Item 5 of The Reference Schedule.
“Inventory check list” means a check list prepared by the Property Stylist of each item of stock rented to the Vendor under this agreement for home staging purposes and signed by the Vendor at time of delivery of the stock to the premises to confirm receipt of the stock.
“Payment Options” means the payment options stated in Item 7 of The Reference Schedule.
“Premises” means the delivery address for the stock specified in Item 3 of The Reference Schedule.
“Property” means the Vendor’s property which is the same as the Premises.
“Quotation” means the home staging job quotation accepted and signed by Vendor specified in Item 4 of The Reference Schedule.
“Recitals” means the introduction part of this contract and forms part of the contract.
“Reference Schedule” means the reference schedule that forms part of this contract.
“Rental” means the rent or hire of display stock owned by the Property Stylist to the Vendor for home staging purposes under this contract.
“Special Conditions” means any special conditions that are made part of this contract via a separate written document marked “Special Conditions”, signed by the parties and attached to this Contract. Such special conditions may be in handwriting or in type, including an email or facsimile transmission.
“Stock” means the display goods specified in the Property Stylist’s home staging quote accepted by the Vendor.
“Total Rental” means the rental stated in Item 6 of The Reference Schedule.
“Vendor” means the owner of the Premises being styled and staged by the Property Stylist and is the person who accepted and signed the job quotation presented by the Property Stylist and who signed this contract. Vendor also includes any agent of the Vendor.
1.2 Interpretation -
In this Agreement, unless the context otherwise requires:
(a) a reference to:
(i) one gender includes the others;
(ii) the singular includes the plural and the plural includes the singular;
(iii) a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority;
(iv) a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation) and permitted assigns;
(v) time in this contract is a reference to legal time in Darwin, Norther Territory.
(vi) a reference to a day or a month means a calendar day or calendar month;
(b) unless expressly stated, no party enters into this agreement as agent for any other person (or otherwise on their behalf or for their benefit);
(c) headings and the table of contents are for convenience only and do not form part of this agreement or affect its interpretation;
(d) a cross reference to a clause number is a reference to its sub-clauses;
(e) if the last day for doing an act is not a Business Day, the act must be done instead on the next Business Day;
(f) where there are two or more persons in a party each are bound jointly and severally;
(g) a provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this agreement or the inclusion of the provision in this agreement;
(h) the recitals/introduction to this Agreement forms part of the Agreement and explain the history behind this agreement.
2. What the Property Stylist agrees to do under this Contract:
The Property Stylist shall do the following things –
i. Provide home staging and property styling services to the Vendor at the premises for the agreed term of this contract and in accordance with this contract and any special conditions agreed between the parties.
ii. Supply, rent, style and stage display stock to and at the premises in accordance with the quotation accepted by the Vendor.
iii. Ensure that any stock provided by the Property Stylist under this contract is covered by a current insurance policy covering loss or damage by fire or theft.
iv. Collect and/or replace any defective or malfunctioning stock within 3-7 days after the Vendor notifies the Property Stylist of the defect or malfunction.
v. Deliver and Pick up home staging stock to and from the premises as required during the initial term or extended term of this contract.
vi. Perform any other service that the Property Stylist included in the quotation accepted by the Vendor (e.g. arranging certain repairs or maintenance upon the premises).
3. What the Vendor agrees to do under this Contract:
a. The Vendor must do the following things –
i. Provide unrestricted access for the Property Stylist to the premises during normal business hours in accordance with this contract.
ii. Pay the Property Stylist’s fees and display stock rental charges, including any due interest, strictly in accordance with the quotation signed by the Vendor and this contract, including for any extension of the initial contract term.
iii. Pay any tax invoice issued by the Property Stylist pursuant to this contract and pay the tax invoice by the specified due date for payment.
iv. Pay any tax invoice rendered by the Property Stylist under this contract irrespective of whether the staged property sells or is taken off the market before the completion of the initial term or any extended term.
v. Arrange Vendor’s own insurance cover to protect the Property Stylist’s stock against the risk of loss or damage other than the risk covered by the Property Stylist’s own insurance cover as provided for in clause 2 (iii) of this contract and provide evidence of such insurance cover to the Property Stylist if so requested.
vi. Return the Property Stylist’s stock at the conclusion of this contract, including on termination of the contract by either party, in accordance with the terms and conditions of this contract. This is an essential term the breach of which will entitle the Property Stylist to claim damages for any financial loss suffered.
vii. Safeguard and protect the Property Stylist’s display stock while it is in the Vendor’s possession.
viii. Meet the Property Stylist’s reasonable costs of cleaning any stock that requires cleaning (excluding cleaning required as a result of normal use) upon the return of the stock to the Property Stylist.
ix. Pay for any damage to stock while in the Vendor’s possession excluding any accidental damage caused during delivery and pick up.
x. Indemnify and protect the Property Stylist in respect of any liability the Property Stylist may incur to meet and pay legal costs and/or third party costs and expenses due to any default and/or breach by the Vendor of any of the terms or conditions of this contract including costs incurred in prosecuting successful legal proceedings against the Vendor.
xi. Respond promptly to any communication received from the Property Stylist via post, email or fax.
xii. Provide a security bond for payment of the the total rental of the type and in the amount specified in Item 9 of the The Reference Schedule. This security bond must be in place before the display goods are delivered to the premises and will only be called upon by the Property Stylist in the event of Vendor default in paying a tax invoice by the due date or in the event of any other default by or breach of this contract that results in financial loss incurred by the Property Stylist.
b. All of these terms are essential terms of the contract.
i. The contract commences on the day stated in Item 2 of the reference schedule.
ii. The initial term of the contract is specified in Item 5 of the reference schedule.
iii. Any extension of the initial term must be agreed in writing between the parties not later than 1 business day prior to the completion of the initial term.
iv. When the initial term is validly extended the terms and conditions of this contract will continue to apply until completion of the extended term.
v. The term of this contract shall never be less than the initial term unless validly terminated by either party pursuant to clause 8 of this contract.
5. Contract Price and Payment Terms
i. The vendor will pay the total rental for the display stock for the initial term.
ii. The vendor will pay the additional rental for the display stock for any extended term.
iii. The initial term is that stated in Item 5 of The Reference Schedule.
iv. The total rental for the initial term is stated in Item 6 of The Reference Schedule.
v. The payment timetable and payment options for payment of the total rental is stated in Item 7 of The Reference Schedule.
vi. Any additional rental for an additional term will that which is agreed in writing between the parties.
vii. The rental for the initial term is non-refundable and non-adjustable once this contract has been executed and the display stock delivered to the premises and the inventory check list signed by the vendor.
viii. The vendor is not entitled to any discount or refund of the total rental if this contract is terminated before expiry of the initial term.
ix. The vendor is not entitled to any discount or refund of any additional rental payable for an additional term if the contract is terminated before expiry of the additional term.
x. The vendor shall pay any invoice rendered by the Property Stylist strictly within seven (7) days of receipt of the invoice. This is an essential term of the contract.
xi. The additional rental payable by the vendor for any additional term is that stated in Item 8 of The Reference Schedule.
6. Delivery and Pick Up of Display Stock
i. The Vendor must arrange access for the Property Stylist to the premises for the delivery and pick up of the display stock.
ii. The Vendor agrees that the Property Stylist has the right to nominate a day and time convenient to the Property Stylist for the delivery/pick up of the display stock.
iii. The Property Stylist will take reasonable steps and care to arrange delivery and pick up days and times that also suit the Vendor or Vendor’s agent but without limiting the Property Stylist’s right under clause 6 (ii).
iv. In the event that the Property Stylist is unable to gain access for any reason, the Vendor shall pay all additional costs incurred by the Property Stylist for the re-delivery or re-pick up of the display stock and the Property Stylist may invoice the Vendor for such costs.
v. Any tax invoice delivered to the Vendor under clause 6 (iv) shall be paid by the Vendor within seven (7) days of receipt.
vi. The Property Stylist will present the Vendor with a display stock inventory check list at the time of delivery.
vii. The Vendor must sign the inventory check list to confirm receipt of each item of stock stated in the check list and further to confirm that each item in the check list is free of any defect or damage excluding any fair wear and tear.
viii. When picking up the display stock the Property Stylist must use the same inventory check list as used on delivery and sign the check list to confirm the return of each stock item in the check list and to further confirm that each item picked up was free of any damage excluding any fair wear and tear.
ix. In the event that during pick up the Property Stylist notes any damage to any item of stock, such damage must be noted on the check list and brought to the attention of the Vendor as soon as practicable.
x. In the event that this contract is terminated by the Vendor, the Vendor must arrange the return of the display stock to the Property Stylist during normal business hours unless the Property Stylist agrees to pick up the stock from the premises and the Vendor agrees to pay the Property Stylist’s pick up fee.
7. Vendor’s Obligations while Display Stock remains on Vendor’s Premises
i. The Vendor rents the display stock from the Property Stylist whilst the display stock is staged on the premises and until the display stock is returned to the Property Stylist.
ii. The Vendor never acquires any ownership of the display stock.
iii. At the conclusion of the initial term or any extended term the Vendor shall return the display stock to the Property Stylist or allow access to the Property Stylist to collect them.
iv. Once the display stock has been staged at the premises the Vendor must not move the stock from the premises without the prior written consent of the Property Stylist and must remain in the Vendor’s sole possession.
v. If the display stock or any part of the stock is removed from the premises without the Property Stylist’s prior written consent, this will be deemed an unlawful conversion and/or illegal misappropriation of the stock and appropriate legal action may be taken against the Vendor.
vi. The Vendor must keep the display stock in good order and condition, allowing for fair wear and tear and the Vendor is responsible for any damage to the display stock.
vii. If any of the stock is damaged whilst in the Vendor’s possession, the Vendor must pay the Property Stylist on demand a sum equal to the reasonable market cost of repairing or replacing the damaged items of stock.
8. Termination and Repossession Rights and Obligations
i. The Property Stylist may terminate this agreement forthwith and repossess the display stock if:
a. any money owing under this agreement is due and remains unpaid for more than 7 days following receipt of a demand for payment by the Property Stylist; or
b. the vendor breaches or is in default under any of the other terms of this agreement and fails to remedy the breach or default within 7 days of receiving a notice of breach or default from the Property Stylist;
c. The vendor breaches any essential term of the contract;
d. The Vendor becomes bankrupt or has an administrator, receiver, provisional liquidator, liquidator or other external controller appointed to it.
ii. If this agreement is terminated before the expiration of the initial term or before the expiration of an extended term, the Property Stylist shall render a final tax invoice to the Vendor and the Vendor shall pay all outstanding and due invoices within seven (7) days of receipt of the final invoice.
iii. In the event of this agreement being terminated under this clause the Vendor must promptly return the display stock to the Property Stylist or make the stock available for collection by the Property Stylist on a day and at a time specified by the Property Stylist.
iv. In the event that the Vendor breaches clause 8 (iii), the Vendor consents to the Property Stylist or his/her agents gaining entry to the premises, or gaining entry to any other premises where the Property Stylist believes the display stock is located, whether the Vendor is present or not, and to use such force as is necessary in order to repossess the display stock.
v. The Vendor will make no claim against the Property Stylist or his/her agents for damage arising out of or in connection with repossessing the display stock under clause 8 (iv).
vi. The Vendor will pay the Property Stylist all costs and charges (including all legal costs on an indemnity basis) incurred by the Property Stylist or his or her agents incidental to repossessing the display stock.
vii. In the event that the display stock or any item of the display stock cannot be repossessed by the Property Stylist or its agents within 21 days of the Property Stylist delivering a written notice of intention to repossess the display stock to the Vendor, the display stock will be deemed lost, stolen or destroyed and the Property Stylist may take legal action against the Vendor to recover the retail price of the display stock that would have been charged had the Vendor purchased the display stock on the date of this agreement.
viii. The repossession notice referred to in clause 8(vii) may be delivered to the Vendor in person, or to the Vendor’s selling agent or by sending it by registered mail to the Vendor’s address as stated in this agreement.
ix. If this agreement is terminated by either party before the expiry of the initial term or any extended term, the Vendor must pay the Property Stylist all amounts due under this agreement that remain unpaid at the time of termination.
9. Security Bond
i. The Property Stylist may require the Vendor to provide some form of security or bond to protect the Property Stylist against the risk of the Vendor’s default and breach of contract.
ii. The type of security and the amount of security, if any, required by the Property Stylist is stipulated in Item 9 of the Reference Schedule.
10. Collection Charges
The Vendor must pay the Property Stylist any fees or charges incurred by the Property Stylist in collecting overdue moneys, including but not limited to, dishonour fee, collection fees and all legal expenses on an indemnity basis.
11. Limitations on Liability of Property Stylist and Exclusions of Liability
i. The only contractual warranties provided by the Property Stylist are the statutory ones provided under the Australian Consumer Law that are implied into this agreement and cannot be excluded by the Property Stylist.
ii. Apart from these statutory warranties that cannot be excluded, the Property Stylist accepts no liability to the Vendor whatsoever if the Vendor fails to achieve a sale of the property before the expiry of the initial rental term or any extended rental term of the display stock or a sale at the price desired or expected by the Vendor.
iii. The Property Stylist shall not be liable for any injury, damage or loss suffered by the Vendor, by any agent of the Vendor or by any person or prospective buyer invited upon the premises by the Vendor or the Vendor’s agent whilst the display stock is staged on the premises other than injury, damage or loss caused by the Property Stylist’s own negligence.
iv. The Vendor shall not make any claim against the Property Stylist for damages in respect of property or personal injury sustained as a result of any use, malfunction, defect or breakdown of the Goods or any of them and indemnifies the Property Stylist against, and releases the Property Stylist from all claims, actions, demands or suits directly arising out of or connected with the use, malfunction, defect or breakdown of the Goods. This clause does not merge on completion or termination of this agreement.
v. The Property Stylist will not be liable for any damage caused to the premises by wall hooks inserted into the wall for the purpose of hanging art work/s and the Property Stylist is not responsible for the removal of such wall hooks or for the repair of any holes in the walls caused by use of the hooks.
12. Insurance and lost, stolen or destroyed Goods
i. The Vendor acknowledges that the insurance policy offered by the Property Stylist at the time making this agreement will only cover damage, destruction or loss of the goods due to fire or theft.
ii. Any other loss or damage shall be the Vendor’s responsibility and such risks must be covered by the Vendor’s own insurance.
iii. The Vendor must pay any excess as determined by the insurance company for any claim made on an insurance policy by either the Vendor or the Property Stylist.
iv. If any Goods are lost, damaged or destroyed they are deemed to remain on hire by the Vendor under this agreement and the Vendor must:
a. Repair or replace them, at the Vendor’s expense, in which case this agreement continues in respect of them; or
b. Pay the Property Stylist the retail price of those Goods, being the price that the Property Stylist would have charged the Vendor had the Vendor purchased those Goods at the date of this agreement. After this payment has been made, the lost, stolen or destroyed Goods will be deemed to have been returned to the Property Stylist and this agreement will terminate in respect of them;
c. Continue to pay monthly rental instalments as recalculated by the Property Stylist in respect of any Goods remaining in Vendor’s possession that are subject to this agreement and that are unaffected by this clause.
13. Cancellation or Postponement of Installation of Display Stock
i. If the Vendor cancels this agreement less than five (5) business days prior to the due delivery, installation and staging of the display stock at the premises a cancellation fee of 10% of the total rental applies.
ii. If the delivery and installation of the display stock at the premises is at the Vendor’s request postponed less than three (3) business days prior to the due date for delivery and installation a fee of 10% of the total rental must be paid to the Property Stylist.
iii. If the Property Stylist is holding any display stock supplied by a third party supplier for the purposes of installing them at the premises, and has been holding that stock for three (3) days or more, and the Vendor cancels this agreement prior to delivery, the Vendor must pay the Property Stylist a fee equivalent to one week’s rental of the Goods.
i. The Vendor must pay interest on:
a. any amount overdue and payable under this agreement, or so much of it which for the time being remains overdue and unpaid; or
b. any judgment or order in which this clause may become merged
in each case, at a rate equal to 2 per cent per annum above the Property Stylist’s overdraft rate from time to time, calculated on a daily basis and computed from the date at which the payment was due to the date it is actually received.
The Vendor must pay all taxes, duties or charges payable under any law of the Commonwealth or any State or Territory of Australia in respect of this agreement or any supply under it, whether existing at the time this agreement was entered into, or introduced after the execution of this agreement. This includes any GST and stamp duty.
16. Completion of Contract
i. Completion of this contract will occur when each party has fully complied with its terms and is not in default or in breach of any of its terms and conditions.
ii. Either party may choose to serve on the other party a written notice of completion.
iii. If the party receiving service of a notice of completion disputes that the contract is completed, that party must within a further fourteen (14) days of receipt of the notice serve the other party with a written notice disputing the completion and stating the grounds upon which the completion is disputed.
iv. Any dispute over completion of the contract is subject to clause 18 of this agreement.
Any notice given in connection with this agreement must be in writing and may be served either –
i. Personally on the Vendor or the Vendor’s agent; or
ii. By sending it by registered mail to the Vendor’s address as shown on this agreement at the time it was made.
18. Dispute Management and Dispute Resolution
18.1 Dispute Management
i. In the event that any dispute arises between the parties to this agreement the parties agree that they will adhere to and implement these dispute management and dispute resolution clauses.
ii. Subject to clause 18.1 (iii), the parties agree that they will implement the dispute management and dispute resolution steps contained in this clause rather than commence any action in a court or tribunal to adjudicate and determine any dispute between them.
iii. Each party retains the right to seek urgent interlocutory relief in a court of law to protect some right or interest.
18.2Notification of a Dispute
If a party to this agreement considers that that the other party has breached this agreement is some respect so that it gives rise to a dispute between them, that party must, as the first step in the dispute management process, notify the other party in writing of the following –
i. The nature of the dispute;
ii. The alleged cause of the dispute;
iii. What needs to be done by the other party to resolve the dispute.
18.3Responding to the Notice of Dispute
A party that receives a notice of dispute under Clause 18.2 shall, within seven (7) days from the date of receipt of the written notice, provide to the complainant party a written response containing the following information –
i. What he/she agrees with in the notice of dispute;
ii. What he/she disagrees with in the notice of dispute;
iii. His/her own perspective on the dispute different to that of the complainant;
iv. How he/she proposes that the dispute be resolved.
i. Once the complaining party has received the other party’s written response to the notice of dispute, the parties will have a further seven (7) business days to attempt to resolve the dispute via direct negotiation.
ii. During this seven (7) day period the parties may approach The Resolution Institute (ACN 008 651 232); email email@example.com ; telephone: 61-2 9251 3366 to appoint someone skilled in principled negotiation to assist the parties to resolve their dispute via negotiation;
iii. If the parties seek assistance from The Resolution Institute they must co-operate with the person appointed by Resolution Institute as the facilitator for their dispute management and resolution;
iv. In the event that the dispute is not satisfactorily resolved within that seven (7) day period the remainder of this clause shall apply and be implemented.
i. If direct negotiation fails to resolve the dispute, the parties must endeavour to settle any dispute in connection with the contract by mediation.
ii. Such mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement by a person appointed by the Chair of The Resolution Institute, or the Chair's designated representative.
iii. The Resolution Institute has an office in each State and Territory and the Parties may contact the Chair of the State or Territory in which the contract was made to appoint a suitable mediator.
iv. The Mediation must take place and be concluded within twenty eight (28) days of the conclusion of the parties negotiations under clause 18.4.
v. The Parties agree to participate in the mediation and to meet his/her/its own costs of and in connection with the Mediation.
vi. The Parties will pay the Mediator’s fees in equal shares unless otherwise agreed.
The Resolution Institute Mediation Rules shall apply to the mediation. These Rules are available on the Resolution Institute website and may be downloaded from the website.
i. It is a condition precedent to the right of either party to commence commercial arbitration that it has first offered to submit the dispute to mediation in accordance with clause 18.5.
ii. In the event that mediation fails to resolve the dispute the parties agree that they will refer their dispute to a commercial arbitrator appointed under the Commercial Arbitration Act that applies to State or Territory where the Contract was made.
iii. The parties agree not to commence proceedings in any court or tribunal to adjudicate the dispute, but instead to appoint a commercial arbitrator pursuant to the Commercial Arbitration Act of the State or Territory where the contract was made to adjudicate the dispute via making an arbitral award.
iv. The parties agree that the arbitrator’s decision will be final and binding.
v. The parties agree with they will appoint an arbitrator within fourteen (14) days after the conclusion of mediation under clause 1.5.
vi. The parties agree with if they cannot agree on their choice of arbitrator they will request a representative of the Chair of the Australian Disputes Centre (ADC) at Level 16, 1 Castlereagh Street, Sydney NSW 2000, 61 2 9239 0700 to appoint an arbitrator to arbitrate their dispute.
vii. The Arbitration shall be conducted in the Norther Territory in accordance with the ADC Rules for Arbitration which are operating at the time the dispute is referred to the ACDC and which terms are hereby incorporated into this agreement.
viii. This clause shall survive termination of this agreement.
19. Applicable Law
The applicable law of this contract are the laws of the Commonwealth and the law of the Northern Territory.