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art + landscape + design
Client Service Agreement
We are dedicated to transparency and assurance in our design services.
Our values, perspectives and the needs of our clients are reflected in our priorities.
As designers, our work focuses on who you are and enhancing your space. Whatever form your project takes, our job is to align our work with your sense of purpose and your goals for the future.
The Proposal
1. Scope of Work
1.1 The Company is retained to provide the services as listed in the Proposal (the “Services”).
Dates & Timelines
2. Term of Agreement
2.1 The term of this Agreement (the “Term”) shall begin on the Effective Date of the Agreement and shall remain in full force and effect until the stated time of completion of the Services, or unless earlier terminated in accordance with this Agreement (the “Termination Date”).
Communication & Documents
3. Client Responsibility
3.1 The Client agrees to communicate honestly about their project goals, intended use of the property, aesthetic preferences, and any other information reasonably necessary for the Company to perform the Services.
3.2 The Client is responsible to remain communicative and to provide timely instructions and approvals. The Client understands a separate agreement may be necessary if the Agreement expires due to delays caused by the Client that extend the project beyond the projected timeline.
3.3 The Client is responsible for providing all base materials and information reasonably required for the Company to perform the Services, including, as applicable, topographic surveys or mapping, aerial photographs, site plans, and any required background technical reports.
3.4 The Client is responsible for identifying, retaining, instructing, and paying any third-party consultants, contractors, or other professionals required for the Services, including, without limitation, surveyors, planners, arborists, fisheries biologists, hydrogeologists, engineers, archaeologists, lighting designers, landscape contractors, geotechnical consultants, and other technical or specialized professionals.
The services, fees, reports, drawings, approvals, and other deliverables of such third parties are not included within the Company’s Proposal or fees unless expressly stated otherwise in this Agreement. The Client is responsible for coordinating the engagement and timely provision of any information, reports, approvals, or deliverables required from such third parties.
Professional Fees
4. Payment Terms
4.1 Fees shall be paid in accordance with the Fee Schedule provided. The Client shall pay a non-refundable retainer fee of Two Thousand Five Hundred Dollars [$2,500.00] upon signing (the “Retainer Fee”). All amounts payable under this Agreement are subject to applicable taxes, to be charged in addition to the stated fees.
4.2 The Company will submit an invoice monthly in alignment with the stages outlined in the Fee Schedule, whereby the client will be responsible to remit payment within [5] business days of delivery of the invoice.
4.3 Following the Company’s and Client’s approval of the engagement of the contractor, the Client shall remit any amounts owing to the contractor team within fourteen [14] days of the delivery of the invoice.
4.4 The currency for all payments shall be Canadian dollars. The Company accepts payment through the following methods and associated terms:
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All e-transfer payments are payable to studio@tropos-la.com;
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Credit Card: The Client may elect to pay by credit card for amounts due under this Agreement. The Client agrees to provide complete, current, and accurate payment information and to update the Company should any information change prior to the payment due date. A two point four percent [2.4%] service charge will apply to the Client for all credit card payments.
4.5 The Client agrees that the charges on their credit card in compliance with the terms herein are irrevocable, undisputable and may not under any circumstance be charged back, contested or challenged now or in the future. The Client understands that doing so would be a material breach of this Agreement in which the Company would be entitled to legal fees, costs and fees associated with addressing a chargeback in addition to the amount challenged.
4.6 In the event any amount owing remains unpaid after the specified due date, Services may be refused and or terminated if payment has not been made as required by this Agreement and the Company reserves the right to initiate collection procedures. The Client will be responsible for costs incurred by the Company in the collection of overdue amounts. Any delay in the payment will incur additional collection costs at a rate of eighteen percent [18%] per annum calculated at one point five percent [1.5%] per month from the date the invoice is due imposed on the unpaid balance.
Terms & Conditions
5. Refund Policy
5.1 For any Services rendered and money collected, the terms of this Agreement are considered final and are not eligible for any refund under any circumstance, be it known or unknown, now or in the future.
The Client further agrees and understands that changing their mind about the Services, failing to follow through or understanding the details of the Services, not experiencing the results as expected or desired, or experiencing any other similar situations will not, under any circumstance, warrant a refund nor will it amount to an alleged breach of contract.
5.2 The Client further understands and agrees that the Company performs the work in accordance with the approved design, drawings, specifications, and selections. The Client acknowledges that the appearance, colour, texture, finish, growth, natural characteristics, and other inherent qualities of plants and hardscape materials may vary from design renderings, images, samples, or other representations, and that such reasonable variations shall not, in themselves, constitute a deficiency, defect, or incomplete performance of the Services.
Any subsequent concerns or complaints following completion of the Services shall not, in themselves, constitute a deficiency, defect, or incomplete performance of the Services, or constitute grounds for withholding, delaying, or reducing any payment otherwise due to the Company.
Studio Policy
6. Additional Fees
6.1 The fees set out in the Proposal apply only to the scope expressly described therein. Additional fees may include: construction materials, plant materials, contractor fees, any permitting fees required by municipal officials, fees associated with municipal and/or permit review, contract administration, Construction Management costs, photography services, increases and/or changes to project scope, changes to previously approved work, additional revisions beyond what is provided for, expedited timelines and/or delays in project timeline causing extended project duration and the like (the “Additional Fees”).
Additional Fees will be communicated to the Client as they become known.
6.2 Any services requested by the Client that fall outside of the scope of the Proposal will be billed at an hourly rate of One Hundred and Forty Dollars [$140.00] (the “Hourly Rate”).
6.3 The Services include up to two [2] site visits for local projects located within seventy five [75] kilometers of Hamilton, Ontario. Additional site visits, including visits for soil testing or other site assessments, will be billed at Seven Hundred and Fifty Dollars [$750.00] per visit.
6.4 Upon completion of the Services, the Client may elect to retain the Company for post-installation maintenance consulting and aftercare services. Any such services shall constitute a separate engagement and are not included in the Services under this Agreement unless expressly stated otherwise.
6.5 Emails, telephone calls, meetings, and other communications requested by the Client after completion or termination of the Services will be billed as additional services at the Company’s then-current hourly rate.
6.6 Costs provided for Construction Management in the Fee Schedule are estimates for planning purposes only and are subject to change based on material availability, labour rates, and market fluctuations. The Company shall provide confirmed final costs to the Client as they become known for final approvals.
6.7 Any changes to the approved design, drawings, specifications, or other project documentation requested by the contractor or required as a result of unforeseen site conditions or other circumstances arising during construction, shall be subject to a written change order (the “Change Order”). The Change Order will identify the proposed changes, any additional services required, adjustments to fees and expenses, and any resulting impact on the project schedule or deliverables. Change Orders will be communicated to the Client as they become known, and will be invoiced to the Client.
Coordination & Review
7. Approvals and Revisions
7.1 The Company will conduct at least one [1] meeting to review deliverables at the Design Development stage. The Client will be eligible for one [1] round of revisions to the deliverables to be requested within five [5] days of the meeting, followed by a signed approval form.
Revisions may include, but are not limited to, amendments to spatial layout, plant quantity, location and/or positioning, species composition, tree placement, and hardscape materials, including their layout and material composition.
7.2 Additional revisions beyond what is provided in Section 7.1, or revisions that alter the scope of work in such a way that it would be considered a new scope of work will be subject to a Change Order, and/or an additional agreement. Additional design or coordination services will be billed at the Hourly Rate, with a minimum charge of six [6] hours per revision or request.
Any additional materials, labour, delivery, site preparation, installation, removal, site visits, contractor coordination, or other costs resulting from a requested change will be charged separately. No additional work will proceed until the revised scope and associated costs have been approved by the Client in writing.
The Client is responsible for all costs arising from changes to previously completed work, including any required removal, relocation, replacement, or modification.
7.3 Requested changes resulting from site conditions, material or plant availability, or circumstances beyond the Company’s control may require adjustments to the scope, contract price, and/or schedule.
Timelines
8. Scheduling and Rescheduling
8.1 The Parties will engage in meetings scheduled at mutually agreeable times and locations.
8.2 Either party must provide written notice to the other forty eight [48] hours in advance if they wish to reschedule the meeting. The rescheduled meeting must be within two [2] weeks of the original scheduled meeting subject to Company availability to avoid any delays in the project timeline.
8.3 If the Client reschedules the meeting to a date more than six [6] weeks from the originally scheduled meeting, a re-engagement fee of Seven Hundred and Fifty [$750.00] Dollars (the “Recommencement Fee”) will apply.
Taking Time Away
9. Pausal Period
9.1 Should the Client elect to go on leave (inclusive of a holiday) and be unavailable for timely communication in the project timeline, the Client may designate an authorized representative to continue all correspondence and render approvals on behalf of the Client for the duration of the leave, provided that such designation is approved by the Company in writing.
Any delays to the delivery of the Services caused by the authorized representative will remain the Client’s responsibility.
9.2 The Services may be paused at the Client’s election for a period of up to six [6] consecutive weeks (the “Pausal Period”), upon two [2] weeks’ written notice. Failure by the Client to respond to any communication from the Company for a period of six [6] weeks may also result in a Pausal Period.
If the Pausal Period extends beyond six [6] weeks, a Recommencement Fee will apply, and recommencement and scheduling will be subject to the Company’s availability. If the Client wishes to pause the Services for a period of six [6] months or longer, recommencement of the Services will be subject to a new Proposal issued by the Company.
The new Proposal may include revised fees reflecting a reassessment of the Client’s project requirements, scope, materials, labour, and other applicable costs. The Company does not guarantee that the fees or terms set out in the original proposal will remain applicable following a pause of six [6] months or longer.
Phone Calls, Virtual Meetings and Emails
10. Communication
10.1 The Client will have access to the Company via email communication, a designated software and scheduled meetings.
The Company will make reasonable efforts to respond between the hours of 8:30 AM to 5:30 PM Eastern Standard Time, Monday through Friday, excluding all weekends and Nationally recognized holidays. The Company will provide notice of when the Company will be closed and unresponsive to communications.
10.2 The Client must respond to any and all communication from the Company within seventy two [72] hours to ensure timely continuation of the Services, and to attend all meetings included in the Services.
Wrapping Up
11. Termination
11.1 Termination by Client: The Client must provide thirty [30] days written notice. Any written notice must be sent to: studio@tropos-la.com. The Client must pay for the Services until the end of the phase currently being worked on at the time of notice of termination.
11.2 Termination by Company: The Company must provide fourteen [14] days written notice. The Company will use commercially reasonable efforts to facilitate a handoff of the Services to alternative qualified professionals.
11.3 The Client further understands that the Company retains the right to limit, suspend or terminate the Services with immediate effect, and without refund if the Client (i) becomes disruptive or difficult to work with, (ii) is inconsistent with providing approvals that would render the Services difficult or impossible to perform, (iii) is found to harass or behave inappropriately towards the Company, (iv) participates in copyright infringement of any intellectual property produced and/or developed by the Company, (v) is negatively speaking about the Company in public forums, (vi) attempts to engage and/or engages in deceit of payment to the Company, (vii) is unresponsive and/or inconsistent in their communication with the Company, or (viii) breaches any terms of this Agreement herein.
In such an event, the Client will be liable to pay any outstanding balance owing to the Company immediately upon termination.
11.4 The Client understands that any money owing to the Company at the time of termination will become due at the effective date of termination, and the Client agrees to compensate the Company for all Services agreed upon regardless of termination under the aforementioned circumstances inclusive of termination prior to the Termination Date.
Non Disclosure Agreement
12. Privacy and Confidentiality
12.1 Each Party acknowledges that, in connection with this Agreement, it may gain access to information that is treated as confidential by the other Party, including information about the other Party’s business operations and strategies, contractors, pricing, clients, marketing, and other sensitive and proprietary information.
Each Party shall not disclose or use any confidential information of the other Party for any purpose other than as reasonably necessary to exercise its rights or perform its obligations under this Agreement, and shall not be disclosed to any third party without the prior consent of such providing Party.
Each Party may disclose confidential information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party. These confidentiality obligations shall survive the termination of this Agreement.
Best Practice
13. Style Release
13.1 The Client understands that the Company will make every effort to incorporate the Client’s vision, voice and suggestions into the Services, in addition to data collected concerning the Client’s specified goals, property and objectives, but understands that each final delivery may be influenced by factors including, but not limited to, site conditions, applicable laws and regulations, municipal requirements, technical feasibility, environmental considerations, budgetary constraints, and the Company's professional judgment and expertise.
The Client understands and accepts this and waives any right to terminate this Agreement for reasons herein and further waives any right to request refunds of any kind for reasons herein.
Moral & Intellectual Rights
14. Intellectual Property
14.1 The Client acknowledges and agrees that all intellectual property, including but not limited to concepts, designs, sketches, drawings, plans, specifications, renderings, planting plans, site plans, digital files, models, documents, and other materials created, developed, or provided by the Company in connection with the Services (collectively, the "Materials") remain the exclusive property of the Company unless otherwise expressly agreed to in writing.
The Client is granted an exclusive, non-transferable, non-sublicensable license to use the Materials solely for the specific property and project for which the Services were provided.
The Company further reserves the right to reuse and/or modify components of the Services provided to the Client for the benefit of future clients. Prior to such reuse, the Company will ensure that all personally identifiable information is thoroughly removed or anonymized to protect the privacy and confidentiality of the Client.
14.2 The Client acknowledges that the Company’s drawings and related construction documentation are provided as part of its professional services and are intended to be used in connection with the Services. The Client shall not use, distribute, reproduce or permit any contractor or other third party to use the drawings or related construction documentation without the Company’s professional oversight and involvement.
14.3 The Client will be responsible for all loss, cost, damage or expenses arising out of or in connection with the unauthorized use of the deliverables prior to receipt of final payment, including all direct, indirect or consequential loss, and will indemnify and hold the Company harmless from all such unauthorized use of deliverables.
Promotion & Marketing
15. Media Release
15.1 The Company reserves the right to share, publish, or otherwise distribute any media related to the deliverables, including but not limited to photographs, videos, recordings, or other promotional materials (the “Media”), with the express written consent of the Client.
The Company shall only use the Media for social media, website, marketing, advertising, archiving, or other promotional purposes.
In connection with the Media, the Client further grants full permission to the Company to publicize achievements and/or measured successes of the Client as a result of the Services.
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Relationships
16. Exclusivity by the Client
16.1 The Client hereby understands and agrees that by engaging the Company for the Services, they will not seek or engage any third party providers to perform additional landscape artist services during the Term that may conflict, overlap, or replicate the Services contemplated herein with the prior express written consent from the Company.
Studio Projects & Other Clients
17. No Exclusivity by the Company
17.1 The Client hereby acknowledges that the Company is not bound by any exclusivity or non-compete obligations with respect to the Client.
The Company retains the unrestricted right to provide similar services to other clients, including those operating in same or related industries, jurisdictions, or markets, without limitation.
Nothing herein shall be construed to prevent the Company from engaging in, or rendering services to any other party.
Climate Constraints & Plant Growth
18. Disclaimer
18.1 The Client understands and agrees that the Services are provided on an “as is” basis, and the Company makes no representations, warranties, guarantees or promises verbally or in writing pertaining to the appearance, performance, longevity, health, or success of any landscape, garden, plant material, or other feature resulting from the Services.
The Company does not guarantee the continued health or survival of plant material, the establishment or growth of vegetation, the performance of soil or drainage conditions, or the absence of pests or disease, as such matters may be affected by factors beyond the Company's reasonable control, including weather conditions, climate, site conditions, soil quality, irrigation, maintenance practices, acts of third parties, or the Client's failure to follow recommended care and maintenance instructions.
The Client acknowledges and agrees that the Company is not responsible nor liable to the Client should the Client sustain any injuries, incur harm, or encounter any negative ramifications in response to, or during use of the Services. The Client releases the Company from any liability or responsibility in the achievement of said results.
General Constraints
19. Limitation of Liability
19.1 The Client acknowledges that the Company shall not be liable nor responsible for any actions, inactions, or for any direct or indirect outcomes resulting from the Services. Under no circumstances shall the Company be liable to the Client for any indirect, consequential or special damages.
The Client shall defend, indemnify, and hold harmless the Company, from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, legal fees, and disbursements, which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the Service(s), excluding, however, any such expenses and liability which may result from a breach of this Agreement or sole negligence or willful misconduct by the Company.
In consideration of and as part of the Client’s payment for the right to use of the Services, the undersigned, heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge the Company and its subsidiaries, principals, directors, employees, contractors, agents, heirs, executors, administrators, successors, assigns and staff from all actions, causes of actions, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from the Client’s use of the Services.
General Terms
20. Miscellaneous
20.1 No Negative Statements or Actions: The Client shall not at any time directly or indirectly take any action and/or make, publish, file, record any oral or written statements that would likely have a negative or injurious impact upon, or that is derogatory, defamatory, libel or slanderous in nature to the Company and/or its Services in any way.
20.2 Modifications: The Company may modify this Agreement from time to time. Any modifications will be notified to the Client, and the Client may either continue the Services under the new conditions or the Agreement will be terminated. The Client understands that without any notice to the contrary, by continuing the Services after notification shall enforce the modified Agreement as effective and the Client agrees to be bound to any changes in the Agreement.
20.3 Dispute Resolution: In the event a dispute arises out of this Agreement and cannot be resolved by mutual consent of the Parties, the Client and the Company agree to attempt to mediate in good faith for up to thirty [30] days after notice is given. If the dispute is not so resolved, and in the event of legal action, the prevailing Party in any legal action will be entitled to be paid by the other Party all costs and expenses incurred, including, but not limited to legal fees.
20.4 Severability: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
20.5 Waiver: The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
20.6 Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: (a) an act of God (inclusive of natural disasters, fires, explosions, earthquakes, hurricanes, flooding, storms or infestation); (b) or other (inclusive of hostility, war, invasion); (c) or any hazardous situation created outside the control of either Party (inclusive of a riot, pandemic, disorder, nuclear leak or explosion, or act or threat of impending terrorism).
20.7 Jurisdiction: This Agreement shall be interpreted and governed in accordance with the laws of the Province of Ontario.
20.8 Binding Effect: This Agreement shall be legal and binding upon the Parties hereto and their respective successors and permissible assigns. The Parties each represent that they have the authority to enter into this Agreement.
