Lighting Design Service Agreement

To sign up for our lighting design service, please print out, sign, add your name and today’s date to this agreement in the space provided in the footer and email the completed form to lighting@designflow.co

IMPORTANT: BY USING OUR LIGHTING DESIGN SERVICE (“SERVICE”), YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

A. DESIGNFLOW-UK LTD. LIGHTING DESIGN SERVICE LICENSE AGREEMENT
B. DESIGNFLOW-UK LTD. CONFIDENTIALITY AGREEMENT

DESIGNFLOW-UK LTD.
LIGHTING DESIGN SERVICE LICENSE AGREEMENT
Single Use License

PLEASE READ THIS SERVICE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING OUR SERVICE. BY USING OUR SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SERVICE.

IF YOU HAVE RECENTLY SIGNED UP FOR THE SERVICE AND YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY CANCEL THE SERVICE WITHIN THE CANCELLATION PERIOD WITH DESIGNFLOW-UK LTD OR AUTHORIZED DISTRIBUTOR WHERE YOU OBTAINED IT, SUBJECT TO DESIGNFLOW-UK LTD’S CANCELLATION PERIOD AS SET OUT BELOW.

The parties:

  1. designflow-uk ltd whose registered office is 80 Bolton Crescent, London SE5 0SE. Registered in the United Kingdom, for the purposes of this agreement duly represented by Keith Jones – Co-Founder, hereinafter referred to as “designflow”

and

  1. You and or your company for the purposes of this agreement duly represented by yourself, hereinafter referred to as “The client”;

designflow and The client together will hereinafter also be referred to as “Parties” and individually also as “Party”.

Whereas:

  • The Parties may enter into and/or have entered into one or more contracts for the performance of work and/or services and/or regarding the sale of certain goods (hereinafter referred to as the Contract(s)):
  • The Parties envisage that in view of the performance of its obligations under the Contract(s) by designflow and/or in view of any possible negotiations regarding any such Contract(s) between the Parties, it may be that certain confidential information may be made available by The client to designflow or will become known to designflow in any other way;
  • The client may be willing to provide designflow with certain confidential information and to enable designflow to take notice of any such Information, on the condition that the Parties will enter into a confidentiality agreement prior to making available any such information;
  • The client recognizes that in the performance of its obligations under the Contract(s) by designflow it may be that certain confidential information and Intellectual Property such as but not limited to; copyrights, database rights, trademarks, trade names, processes, symbols, icons, templates, drawing legends, drawing shapes, drawing blocks and/or Know How may be made available by designflow to The client or will become known to The client in any other way.
  • designflow may be willing to provide The client with certain confidential information and Intellectual Property and/or Know How to enable The client to take notice of any such Information, on the condition that the Parties will enter into a confidentiality agreement prior to making available any such information;
  • The Parties have discussed and agreed on all of the terms and conditions of a written agreement to be entered into between them.

Now therefore the Parties herewith enter into the following agreement, hereinafter referred to as “the Agreement”:

The Agreement Term is for 12 months, with 15% discount on all designflow lighting RRP (Recommended Retail Price) design fees for the first 12 months of the term.

This agreement is auto-renewing at every 12 months period after the client agrees to these terms – at the completion of each agreement term, the agreement will automatically renew for a further 12 months unless written notice of cancelation is received at least 30 days prior to the agreements expiration.

30 days prior to each 12-month anniversary of the inception of this agreement designflow reserves the right to contact the client with the express intention of ensuring the continuation of this contract for a further 12 months.

At the expiry of each 12-month term of this agreement, designflow will indicate to the client how many lighting design projects have been completed during the 12-month term. This number will determine the current discount level that the client receives on designflow lighting design RRP fees for the following 12 months as follows:
12 or more completed design work projects – 30% discount
7-11 completed design work projects – 25% discount
2-6 completed design work projects – 20% discount
1 or less completed design work projects – 15% discount

The client is also be entitled to a retrospectively applied discount on the first 12-month term depending on how many lighting design projects were completed within that period, payable as a lump sum to the client at the end of the first 12-period as follows:

12 or more completed design work projects – 15% retrospective discount

7-11 completed design work projects – 10% retrospective discount

2-6 completed design work projects – 5% retrospective discount

1 or less completed design work projects – 0% retrospective discount

If the client decides, they want to terminate the contract during any 12-month term the client hereby agrees to pay designflow the difference between the current discount rate as set out above and the minimum discount rate (15%) on any designflow RRP fees previously charged to the client within that 12-month period.

The client can break the contract within the first calendar month after agreeing to these terms, by doing so the client hereby agrees to pay designflow the difference between the current discount rate as set out above and the minimum discount rate (15%) on any designflow RRP fees previously charged to the client within that first calendar month.

The client agrees that designflow will not be held financially or otherwise responsible for any errors or omissions found in any lighting designs or documentation created for or on behalf of the client. The client’s only remedy for any errors or omissions found in any lighting designs or documentation created for or on behalf of the client is to notify designflow about the error which designflow will correct free of charge.

As part of this agreement, designflow will provide quotations to the client for design fees for plans, schedules, elevations, equipment layouts and connectivity schematics for specific projects at the request of the client and based on the RRP (Recomended Retail Price) on designflow’s price list.
By requesting a quotation for any specific project the client hereby agrees to include that price within the client’s proposal to the client’s customer for that specific project.
It is the intention of this agreement that any projects won by the client that designflow has provided information or collateral to aid in the securing of the project and or a quotation for lighting design fees, will have the project work for lighting design automatically awarded to designflow.

Furthermore, were an opportunity exists for the client to supply, in any capacity whatsoever, any or all of the light fittings and fixtures for a project that designflow has provided any form of lighting design for, the client is hereby obliged to source said light fittings and fixtures through designflow lighting ltd the specialist trade supplier of all light fittings and fixtures specified in any and all lighting designs completed by designflow.

One revisions is included in all lighting design work.

All lighting design work will be delivered in PDF format to the deadline previously agreed with the client in writing.

Non-competing: designflow’s policy is not to provide lighting design work on the same project for two or more different clients, where the same project is presented to designflow by two or more different clients designflow will decide at their own and complete discretion which client will receive the lighting design work for that project.

Confidentiality Agreement

Now therefore the Parties herewith enter into the following confidentiality agreement, hereinafter referred to as “the Confidentiality Agreement”:

Note: there is no exclusivity on lighting design services provides by designflow and by signing this agreement designflow is not limited to working with any architects, interior designers, integrators or installers in your local area. If you are interested in obtaining exclusivity, please contact us to discuss this and the pricing and design targets for your local area.

Payment terms; all invoices are payable upon receipt and in full in advance of any design work being undertaken.

  1. Confidential Information

1.1. Confidential Information means any information which is of any commercial and/or business and/or scientific value to the Parties and/or that may not be freely disclosed by the Parties.

1.2. The notion Confidential Information shall (further) include, without being limited thereto,

a. any information contained in or relating to any Intellectual Property Right and/or Know How of the Parties;

b. any information relating to the business and/or business operations of the Parties and/or to the business and/or business operations of any company related to the Parties;

c. any information relating to (i) any of The clients and/or any of the other relations of the Parties, including without being limited thereto, the names and particulars as to the address(es) of any such client(s) and/or relation(s)

d. any information comparable to the aforesaid information referred to in this article 1.2.

1.3. Confidential Information shall include information disclosed to designflow or The client by a third party and any Confidential Information that has been disclosed to the Parties or that has become known to the Parties in any other way, prior to and/or at the occasion of entering into this Confidentiality Agreement and/or thereafter. Confidential information shall not, however, include any information which has to be disclosed to any court or any governmental or regulatory authority under any applicable law, rule or regulation compelling the Parties to disclose such information, provided however that the Parties will first perform all of their obligations under article 2.7 hereof.

1.4. For the purposes of this Confidentiality Agreement, the notion Intellectual Property Rights shall mean copyrights, database rights, patents, trademarks, trade names, designs, licenses in respect of any intellectual property right, and all (other) intellectual property and proprietary rights which exist in any part of the world, whether registered or not, together with all applications and rights to apply therefore and all renewals, extensions and revivals thereof.

1.5. For the purposes of this Confidentiality Agreement the notion Know How shall mean any and all information and/or knowledge and/or experience that has or may have a business and/or commercial and/or scientific value to designflow and that is not publicly known.

  1. Confidentiality and the use of Confidential Information

2.1. Both Parties shall:

a. hold Confidential Information that is disclosed by designflow or The client or has become known to the Parties in any other way, directly or indirectly, in writing, orally or otherwise, prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter, secret and not disclose any such Confidential Information to any person or entity, except in any case where such information may be disclosed as per article 2.3 and where any such disclosure will take place fully in accordance with such article 2.3; and

b. use Confidential Information solely in order to enable the Parties (a) to evaluate and/or engage in discussions concerning any Contract(s) to be entered into between the Parties and/or (b) to perform their obligations under the Contract(s) entered into between the Parties in view whereof the Confidential Information has been disclosed, and in all cases in the interest of designflow.

2.2. It is expressly agreed between the Parties that neither shall distribute copies or otherwise reproduce or use in any form or by any means the Confidential Information

2.3. Both Parties may disclose any Confidential Information of designflow or The client to any of the Parties directors and/or any of their employees and, after the prior written consent of the Parties, to any other person and/or entity, that is used by the Parties in order to evaluate and/or to engage in discussions regarding any Contract(s) to be entered into between the Parties and/or for the performance of any of its obligations by designflow under any such Contract(s) entered into between the Parties, on a need to know basis only and after having informed any such person, including, without limitation, any director and any employee of the Parties and any such entity of the confidential nature of the Confidential Information and the restrictions of the use thereof as set out in article 2.1 and article 2.2 hereof and after having ensured that each of them shall be obligated to keep the Confidential Information secret and to use such information for no other purpose but for the purposes as set out in article 2.1 and as restricted in such article 2.1 and in article 2.2. Any Confidential Information disclosed by the Parties to or that has in any other way become known to:

a. any of the Parties directors and/or any of their employees; and/or

b. any person and/or entity that is (who are) directly or indirectly, through any subcontractor or otherwise, used by the Parties, in order to evaluate and/or to engage in discussions regarding any Contract(s) to be entered into between the Parties, and/or for the performance of any obligation of the Parties under any Contract(s) between the Parties; shall be deemed to have been disclosed to the Parties, also in any case where any such information has (only) been disclosed or has (only) become known to such director and/or employee and/or person and/or entity and not to the Parties and regardless whether such information will be disclosed or become known to such director and/or employee and/or person and/or entity prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter and/or with or without the prior written consent of the Parties.

2.4. designflow guarantees The client and The client guarantees designflow that all of the directors, employees, persons and entities referred to in article 2.3 hereof that will receive any part of the Confidential Information of the Parties or to whom any such information will become known in any other manner, prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter, shall keep the Confidential Information secret and shall only use any such information in accordance with the terms and conditions of this Confidentiality Agreement and for the purposes set out in article 2.1 hereof and as restricted in such article 2.1 and in article 2.2.

2.5. In case of any disclosure as per article 2.3, The client shall inform all directors, employees, persons and entities to whom such information will be disclosed that designflow is the sole owner of any Intellectual Property Right and any Know How that is part of the Disclosed Confidential Information.

2.6. Any Confidential Information of designflow, any Intellectual Property Right and any Know How that is part of such Confidential Information shall remain the exclusive property of designflow and nothing contained in this Confidentiality Agreement shall give or shall be construed as to give to The client any right, title, ownership, license or any other right in or to any Confidential Information, any Intellectual Property Right or any Know How that is part of such Confidential Information.

2.7. If one/or both of the Parties are legally compelled by any court or any governmental or regulatory authority to disclose any Confidential Information, the Party being compelled shall immediately and before disclosing such Confidential Information, notify the other Party to this agreement in writing of that fact and of all relevant surrounding circumstances. If the Party will be required to disclose Confidential Information, it shall cooperate with the other Party to this agreement and take all steps reasonably requested in order to prevent or limit such forced disclosure to the maximum extent possible.

  1. Liability

3.1. designflow guarantees The client and The client guarantees designflow that all directors, employees, persons and entities referred to in article 2.3 hereof shall comply with the obligations of the Parties under article 2 hereof as if they were their own obligations.

3.2. Any disclosure, use, act or failure to act by any director and/or any employee and/or any person and/or any entity as referred to in article 2.3, to whom any Confidential Information of the Parties will be disclosed or will become known in any other way, shall be deemed to be a disclosure, use, act or failure to act of the disclosing Party and where any such (deemed) disclosure, use, act or failure to act will be in contradiction with any of the provisions of this Confidentiality Agreement, the disclosing Party shall be and be deemed to be in breach of its obligations under the Confidentiality Agreement and shall be in default in respect of any obligation so breached without any need for either Party to give notice.

3.3. The Parties shall each be liable to the other for the damage suffered as a result of or in connection with any breach of any of their obligations under this Confidentiality Agreement, including, without limitation, any case wherein either Party will be deemed to be in breach of its obligations as per article 3.2.

3.4. The Receiving Party acknowledges that disclosure of the Confidential Information in violation of the terms of this Agreement could have serious consequences and that money damages would not be a sufficient remedy for any breach of any provision of this Agreement, and agrees that, in the event of any breach by the Receiving Party or its Representatives of this Agreement, the Disclosing Party shall be entitled to equitable relief (including injunctive relief (without the posting of any bond or other securities) and specific performance) in addition to all other remedies available to it at law or in equity.

  1. Return of Confidential Information

Except in any case where the Parties will be entitled to use and/or receive any Confidential Information under any specific Contract(s) entered into with each other, at the first written request of a Party, the other Party will no longer make any use of the Confidential Information, will promptly return all such Confidential Information, without retaining any copies, extracts or any reproductions in whole or in part of any such information. In case of any such request, all computer and other electronic files, including, without any limitation, any backup files containing any Confidential Information, will be deleted without any copies being kept.

  1. Scope of the Confidentiality Agreement

Neither of the Parties will be under any legal obligation of any kind whatsoever, to enter into any Contract(s) with the other Party by virtue of this Confidentiality Agreement. Any Contract(s) that the Parties enter into with each other shall be subject to article 7 of this agreement.

  1. Intellectual Property Rights of Designflow

All Intellectual Property Rights of designflow shall remain the property of designflow and nothing contained in this Confidentiality Agreement shall give or shall be construed as to give The client any right to these Intellectual Property Rights other than the rights following from any specific provision set out in any Contract(s), the Parties may enter into or have entered into.

  1. Design Rights of Designflow

It is the intention of this agreement that any projects won by the client that designflow has provided information or collateral to aid in the securing of the project and or a quotation for lighting design fees, will have the project work for lighting design automatically awarded to designflow. The client will be deemed to be in breach of its obligations under the Confidentiality Agreement and shall be in default in respect of any obligation so breached without any need for either Party to give notice, if it attempts to and/or executes the design work for projects designflow has prepared a proposal for itself, in house or by working with another designer or design consultant.

  1. Third Party Rights

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

  1. Variation

No variation of or addition to this Agreement shall be effective unless in writing signed by each of the Parties or by a duly authorised person on its behalf.

  1. Law and Venue

10.1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

10.2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

  1. Entering into force and duration

11.1 This Confidentiality Agreement shall enter into force on the signing date thereof and shall remain in force until all the Confidential Information has become generally available to the public, without any breach by either Party of any of its obligations set out herein. Upon the end of this Confidentially Agreement, all clauses intended to survive such end shall stay in full force and effect perpetually.

11.2 This Confidentiality Agreement cannot be terminated by either of the Parties hereto.

11.3 The Parties herewith waive their right to rescind this Confidentiality Agreement and their right to have the same rescinded, both in whole and partially, on any grounds.

11.4. Insofar as legally possible, the Parties herewith waive their right to nullify this Confidentiality Agreement, their right to have the same nullified, both in whole and partially, and their right to have the consequences of this Confidentiality Agreement changed, on any ground whatsoever.

  1. Miscellaneous

12.1. If any of the provisions of this Confidentiality Agreement is found to be invalid or unenforceable, then the remainder of this Confidentiality Agreement will stay in full force and effect. In any such case the Parties will be obligated to replace the invalid or unenforceable provision by a provision that has, to the maximum extent possible, the same legal and factual effect without being invalid or unenforceable.

12.2. This Confidentiality Agreement does not constitute any obligation for either Party to provide the other Party with any Confidential Information. Any such obligation will only exist if explicitly agreed in writing in (a) separate Contract(s) or term sheet(s) containing any obligation in this respect.

12.3. The headings of this Confidentiality Agreement are inserted for convenience only and shall not in any way effect the meaning or interpretation of this Confidentiality Agreement. The recitals are an integral part of this Confidentiality Agreement.

12.4. Terms in this Confidentiality Agreement refer to English legal concepts only and shall be interpreted accordingly unless expressly indicated otherwise. The use of these or similar terms in any other jurisdiction shall be disregarded.

I hereby agree to be bound by all of the above listed terms and conditions,: Signed:___________________________By:______________________On:_______________

To sign up for our built-in design service, please print out, sign, add your name and today’s date to this agreement in the space above and email the completed form to lighting@designflow.co