Terms & Conditions | Designer Studio 301

These Terms and Conditions (the “Terms”) are hereby incorporated into the Contract between Client and Designer Studio 301, LLC ("Designer") related to either CADD Services, Design Services, or both. Capitalized terms used herein shall have the meaning as in the Contract.

1.PHASES OF SERVICES FOR DESIGN SERVICES

(a) Meet with Client (and any other party Client may wish to involve) to discuss project goals, objectives, requirements, preferences, and budget;

(b) Discuss general design concepts, style preferences, and functional requirements;

(d) Identify any special requirements, constraints, or challenges; and

(e) Answer Client's questions regarding the design process and subsequent phases.

2. PHASES OF SERVICES FOR CADD SERVICES

The Services shall be performed in the following five (5) phases:

PHASE 1: INITIAL CONSULTATION

2.1.1 Services Generally Included:

(a) Meet with Client (and any other party Client may wish to involve) to discuss project goals, objectives, requirements, preferences, and budget;

(b) Review existing site conditions, property surveys (if provided by Client), and any applicable zoning or land use restrictions;

(d) Review Client's preliminary budget and timeline expectations;

(e) Identify any special requirements, constraints, or challenges;

(f) Provide Client with preliminary assessment of project feasibility and general recommendations; and

(g) Answer Client's questions regarding the design process and subsequent phases.

2.1.2 Client Responsibilities:

(a) Provide Designer with all available information about the project site, including surveys, property descriptions, existing plans or drawings, and any relevant restrictions or requirements;

(b) Communicate clearly and completely regarding project goals, budget, and preferences;

(d) Provide timely responses to Designer's inquiries.

2.1.3 Deliverables:

(a) Written summary of initial consultation meeting notes; and

(b) Preliminary project scope and schedule outline.

PHASE 2: SCHEMATIC DESIGN

2.2.1 Services Generally Included:

(a) Prepare preliminary schematic design drawings showing overall project layout, spatial relationships, and basic design concepts;

(b) Develop preliminary floor plans, elevations, and/or site plans as applicable to the project;

(d) Provide basic renderings or sketches to illustrate design concepts (as appropriate);

(e) Present schematic design to Client for review and feedback; and

(f) Discuss materials, finishes, and general aesthetic direction.

2.2.2 Client Responsibilities:

(a) Review schematic design materials promptly and thoroughly;

(b) Provide clear and consolidated feedback and comments within five (5) business days of receiving schematic design documents;

(d) Approve schematic design direction before Designer proceeds to Phase 3.

2.2.3 Deliverables:

(a) Schematic design drawings (floor plans, elevations, site plan as applicable);

(b) Preliminary design sketches or renderings; and

PHASE 3: FIRST DRAFT OF DESIGN DEVELOPMENT

2.3.1 Services Generally Included:

(a) Develop and refine the approved schematic design with greater detail and specificity;

(b) Prepare more detailed floor plans showing room dimensions, door and window locations, and key architectural features;

(d) Coordinate preliminary selections for major materials, finishes, and fixtures;

(e) Provide preliminary specifications for key building systems and materials;

(f) Present First Draft of Design Development documents to Client for review; and

(g) Discuss any technical considerations, alternatives, or refinements needed.

2.3.2 Client Responsibilities:

(a) Review First Draft of Design Development documents carefully;

(b) Provide detailed written feedback and comments within five (5) business days of receiving documents;

(d) Notify Designer of any scope changes or budget adjustments; and

(e) Coordinate any necessary input from other consultants or stakeholders.

2.3.3 Deliverables:

(a) First Draft Design Development drawings including:

Detailed floor plans with dimensions
Building elevations (all sides)
Key detail drawings
Site plan with grading and utilities (if applicable)

(b) Preliminary specifications outline; and

PHASE 4: SECOND DRAFT OF DESIGN DEVELOPMENT

2.4.1 Services Generally Included:

(a) Revise and refine First Draft of Design Development documents based on Client's feedback and comments;

(b) Incorporate approved changes and refinements to design;

(d) Coordinate design elements for consistency and completeness;

(e) Refine material and finish selections;

(f) Address any outstanding design questions or issues;

(g) Present Second Draft of Design Development documents to Client for final review and approval; and

(h) Make minor revisions as needed to finalize design development phase.

2.4.2 Client Responsibilities:

(a) Review Second Draft of Design Development documents thoroughly;

(b) Provide final feedback and approval within five (5) business days of receiving documents;

(d) Approve design for advancement to Construction Documents phase; and

(e) Notify Designer of any last design changes before proceeding to Phase 5.

2.4.3 Deliverables:

(a) Second Draft Design Development drawings (revised and refined);

(b) Updated specifications outline; and

PHASE 5: CONSTRUCTION DOCUMENTS

2.5.1 Services Generally Included:

(a) Prepare final CADD drawings based on approved Design Development documents;

(b) Develop comprehensive and coordinated drawing set including:

Detailed floor plans with all dimensions and annotations
All building elevations
Roof plans and details
Door and window schedules
Key details and plans provided at ¼ scale unless requested otherwise, additional fees possible.

(d) Provide drawing notes and general notes as appropriate; and

(e) Deliver final Construction Documents to Client in PDF format.

2.5.2 Client Responsibilities:

(a) Provide final approvals and sign-offs on all design decisions;

(b) Review Construction Documents for conformance with approved design;

(d) Understand and acknowledge that Construction Documents must be reviewed, sealed, and approved by licensed professionals before use in construction.

2.5.3 Deliverables:

(a) Complete set of Construction Documents in PDF format including all drawings listed in Section 2.5.1(b);

(b) Outline specifications document;

(d) One (1) full-size printed set of drawings (optional, if requested and for an additional fee).

3. CRITICAL DISCLAIMERS AND LIMITATIONS

3.1 NOT ISSUED FOR CONSTRUCTION.

CLIENT ACKNOWLEDGES AND AGREES THAT:

(a) THE DRAWINGS AND DOCUMENTS PROVIDED BY DESIGNER ARE NOT ISSUED FOR CONSTRUCTION USE AND SHALL NOT BE USED FOR CONSTRUCTION WITHOUT PROPER REVIEW, MODIFICATION, SEALING, AND APPROVAL BY LICENSED PROFESSIONALS.

(b) ALL DRAWINGS AND DOCUMENTS MUST BE REVIEWED, MODIFIED AS NECESSARY, AND SEALED BY A LICENSED ARCHITECT AND/OR PROFESSIONAL ENGINEER REGISTERED IN THE STATE IN WHICH THE PROJECT IS LOCATED BEFORE ANY CONSTRUCTION PERMIT MAY BE OBTAINED OR ANY CONSTRUCTION MAY COMMENCE.

(c) THE DRAWINGS PROVIDED BY DESIGNER ARE CONCEPTUAL AND DESIGN DOCUMENTS ONLY AND DO NOT CONSTITUTE CONSTRUCTION DOCUMENTS SUITABLE FOR BIDDING OR BUILDING.

(d) DESIGNER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:

Structural adequacy or integrity of any design elements
Compliance with applicable building codes, zoning ordinances, or regulations
Constructability or feasibility of the design
Accuracy of cost estimates or budget projections
Suitability of specified materials or methods
Mechanical, electrical, plumbing, or other building systems

(e) CLIENT ASSUMES ALL RESPONSIBILITY AND RISK ASSOCIATED WITH:

Obtaining all necessary permits and approvals
Engaging licensed professionals to review and seal the drawings
Ensuring code compliance and structural adequacy
Any construction undertaken based on Designer's drawings
Any modifications made to Designer's drawings by others

(f) Designer shall release the drawings only in PDF format and shall not release the original DWG/Revit files.

3.2 Licensure Disclaimer. Unless Designer has specifically represented in writing that Designer holds a current, valid license as an architect or professional engineer in the state in which the project resides, Client acknowledges that Designer is not licensed to practice architecture or engineering and that the Services provided hereunder do not constitute the practice of architecture or engineering as regulated by the law of the state in which the project resides.

3.3 Code Compliance. While Designer will make reasonable efforts to design in accordance with generally accepted building practices, Designer makes no guarantee that the designs comply with applicable building codes, zoning regulations, accessibility requirements, or other legal requirements. It is Client's responsibility to have all drawings reviewed by licensed professionals who will verify code compliance and make any necessary modifications.

3.4 Third-Party Review Required. Client agrees to engage, at Client's expense, licensed architects, professional engineers, and other qualified consultants as necessary to:

(a) Review Designer's drawings for structural adequacy, building code compliance, and constructability;

(b) Perform all necessary engineering calculations and analyses;

(d) Seal and sign all documents submitted for building permits or construction; and

(e) Provide construction administration services as needed.

3.5 Site Conditions. Designer has not conducted any site investigations, surveys, soil testing, environmental assessments, or other technical analysis of the project site. Client is responsible for engaging qualified professionals to perform all necessary site investigations and to verify site conditions before construction.

3.6 Cost Estimates. Any cost estimates or budget projections provided by Designer are rough, preliminary estimates only and are not guaranteed. Actual construction costs may vary significantly based on market conditions, material prices, contractor pricing, site conditions, and other factors beyond Designer's control.

4. CLIENT RESPONSIBILITIES

4.1 Information and Cooperation. Client shall:

(a) Provide Designer with complete and accurate information about the project;

(b) Promptly respond to Designer's requests for information, decisions, or approvals;

(d) Provide timely review and feedback on all deliverables;

(e) Make timely decisions regarding design options, materials, and other selections;

(f) Provide access to the project site as reasonably necessary; and

(g) Cooperate with Designer to facilitate efficient completion of the Services.

4.2 Third-Party Consultants. Client acknowledges that the following services are not included in Designer's scope of work and must be provided by Client or Client's separate consultants:

(a) Land surveying and boundary determination;

(b) Geotechnical investigation and soil testing;

(d) Structural engineering design and calculations;

(e) Mechanical, electrical, and plumbing engineering;

(f) Civil engineering for site work, grading, and utilities;

(g) Landscape architecture;

(h) Cost estimating and value engineering;

(i) Permitting and regulatory approvals;

(j) Construction administration and inspection; and

(k) Any other specialized consulting services.

Client is responsible for engaging and compensating all necessary third-party consultants.

4.3 Permits and Approvals. Client is solely responsible for:

(a) Obtaining all required building permits, zoning approvals, and other regulatory authorizations;

(b) Ensuring that all drawings submitted for permits are reviewed and sealed by licensed professionals;

(d) Paying all permit fees, impact fees, and other governmental charges; and

(e) Ensuring compliance with all applicable codes, regulations, and legal requirements.

5. OWNERSHIP AND USE OF DOCUMENTS

5.1 Designer's Ownership. All drawings, specifications, documents, and other work product prepared by Designer (collectively, "Design Documents") are and shall remain the property of Designer as "instruments of service." Designer retains all common law, statutory, and other rights, including copyrights.

5.2 License to Client. Upon Client's full payment of all fees and expenses due under this Agreement, Designer grants to Client a limited, non-exclusive, non-transferable license to use the Design Documents solely for the construction, use, maintenance, and alteration of the Project described in this Agreement.

5.3 Restrictions on Use. Client shall not:

(a) Use the Design Documents for any project other than the Project without Designer's prior written consent;

(b) Reproduce or distribute the Design Documents for any purpose not authorized by this Agreement;

(c) Modify the Design Documents without Designer's involvement and written consent, except for modifications made by licensed professionals as necessary for permitting or construction; or

(d) Remove Designer's name, copyright notice, or other identifying marks from the Design Documents.

5.4 Use by Others. If Client uses the Design Documents for construction, Client shall require that the Construction Documents are first reviewed, modified as necessary, and sealed by licensed professionals. Any modifications made to Designer's Design Documents by licensed professionals or others shall not be attributed to Designer.

5.5 Non-Payment. If Client fails to make full payment of all fees and expenses due under this Agreement, Designer's license grant under Section 5.2 shall be void and of no effect, and Client shall have no right to use the Design Documents.

6. REVISIONS AND CHANGES

6.1 Included Revisions. The fees set forth in Section 4.1 include reasonable revisions to design documents within each phase based on Client's feedback and refinement of design direction.

6.2 Excluded Revisions. The following types of revisions are not included in the base fees and shall be billed as Additional Services:

(a) Revisions required due to Client's change in project scope, program, or requirements after approval of previous phase;

(b) Revisions to designs that have been previously approved by Client;

(d) Revisions required due to changes in applicable codes, regulations, or site conditions discovered after commencement of design;

(e) Preparation of alternative design schemes or options beyond those contemplated in the original scope; and

(f) Revisions requested by third-party consultants, lenders, contractors, or other parties not originally contemplated.

6.3 Change Orders. If Client requests Additional Services or changes that will affect the scope, schedule, or fee, Designer shall provide Client with a written change order describing the requested changes and the impact on fee and schedule. Additional Services shall not commence until Client approves the change order in writing.

7. TERMINATION

7.1 Termination. This Agreement shall terminate upon the completion of the Project.

7.2 Termination by Client. Client may terminate this Agreement at any time upon written notice to Designer. Upon such termination:

(a) Client shall pay Designer for all Services completed through the date of termination, calculated on a pro-rata basis if a phase is partially complete;

(b) Client shall reimburse Designer for all reimbursable expenses incurred through the date of termination; and

7.3 Termination by Designer. Designer may terminate this Agreement upon written notice to Client if:

(a) Client fails to make payment within sixty (60) days of the invoice date;

(b) Client repeatedly fails to provide timely information, decisions, or approvals such that Designer's performance is materially impaired;

(d) Client materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice.

7.4 Effect of Termination. Upon termination:

(a) Designer shall have no further obligation to perform Services;

(b) All payment obligations that have accrued through the date of termination shall become immediately due and payable;

(d) The provisions of Sections 3 (Disclaimers), 5 (Ownership), 8 (Indemnification), 9 (Limitation of Liability), and 11 (General Provisions) shall survive termination.

8. INDEMNIFICATION

8.1 Client's Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DESIGNER AND DESIGNER'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONSULTANTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM:

(a) CLIENT'S USE OF THE DESIGN DOCUMENTS FOR CONSTRUCTION WITHOUT PROPER REVIEW, MODIFICATION, AND SEALING BY LICENSED PROFESSIONALS;

(b) ANY CONSTRUCTION UNDERTAKEN BASED ON DESIGNER'S DRAWINGS WITHOUT PROPER REVIEW AND APPROVAL BY LICENSED ARCHITECTS AND ENGINEERS;

(d) CLIENT'S FAILURE TO COMPLY WITH APPLICABLE BUILDING CODES, ZONING REGULATIONS, OR OTHER LEGAL REQUIREMENTS;

(e) ANY MODIFICATIONS MADE TO DESIGNER'S DESIGN DOCUMENTS BY CLIENT OR THIRD PARTIES;

(f) ANY DEFECTS IN CONSTRUCTION, WORKMANSHIP, OR MATERIALS;

(g) ANY STRUCTURAL FAILURES OR BUILDING CODE VIOLATIONS; OR

(h) CLIENT'S BREACH OF THIS AGREEMENT OR NEGLIGENCE.

8.2 Designer's Indemnification. Designer shall indemnify and hold harmless Client from any claims arising out of Designer's gross negligence, willful misconduct, or material breach of this Agreement in performing the Services, but only to the extent such claims are directly caused by Designer's acts or omissions and are not attributable to Client's actions or the actions of third parties.

9. LIMITATION OF LIABILITY

9.1 AGGREGATE LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, DESIGNER'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

9.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, DESIGNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, CONSTRUCTION DELAYS, INCREASED CONSTRUCTION COSTS, OR LOSS OF USE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Construction Claims. CLIENT ACKNOWLEDGES AND AGREES THAT DESIGNER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS RELATED TO CONSTRUCTION, INCLUDING BUT NOT LIMITED TO CLAIMS FOR DEFECTIVE CONSTRUCTION, STRUCTURAL FAILURES, CODE VIOLATIONS, CONSTRUCTION DELAYS, COST OVERRUNS, OR OTHER CONSTRUCTION-RELATED MATTERS, AS DESIGNER IS NOT RESPONSIBLE FOR CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, OR PROCEDURES, OR FOR SAFETY PRECAUTIONS AND PROGRAMS IN CONNECTION WITH CONSTRUCTION.

10. INSURANCE

10.1 Designer's Insurance. Designer shall maintain general and professional liability insurance (errors and omissions insurance.

10.2 Client's Insurance. Client shall maintain appropriate property, general liability, and builder's risk insurance for the Project. Designer shall not be named as an additional insured on Client's policies unless specifically agreed in writing and unless Client provides Designer with a waiver of subrogation.

11. GENERAL PROVISIONS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflicts of law principles.

11.2 Venue and Jurisdiction. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state courts located in Greenville County, South Carolina, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

11.3 Dispute Resolution.

(a) Mediation: Before initiating litigation, the parties agree to attempt in good faith to resolve any dispute through non-binding mediation administered by a mutually agreed-upon mediator or mediation service.

(b) Attorneys' Fees: In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expert witness fees.

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

11.5 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

11.6 Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Designer may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of Designer's business.

11.7 Independent Contractor. Designer is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Designer shall have sole control over the manner and means of performing the Services, subject to the requirements of this Agreement.

11.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail (return receipt requested) to the addresses set forth in the preamble or to such other address as a party may designate in writing.

11.9 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.10 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver thereof.

11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11.12 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

11.13 Survival. The provisions of Sections 3 (Disclaimers), 5 (Ownership), 8 (Indemnification), 9 (Limitation of Liability), and 11 (General Provisions) shall survive termination or expiration of this Agreement.

11.14 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, government actions, or utility failures.