Red Carrot Design Inc Service Agreement

Please read our Agreement, updated July 4, 2025. This Agreement is between Red Carrot Design Inc. (“Company”) and you (“Client”).

1 Services:

The Company will perform services described in one or more Proposals, Invoices, or Estimates. In the event of a conflict between this Agreement and any Proposal, Invoice, or Estimate, the terms of the Proposal, Invoice, or Estimate will govern for that specific project.

2 Payment:

The Client agrees to pay the Company in accordance with the terms outlined in the applicable Proposals, Invoices, or Estimates and will reimburse the Company for all pre-approved project-related expenses. All invoices are due within 15 days of the invoice date. A 1.5% monthly service charge will be applied to any overdue balance. Continued non-payment may result in suspension of services or termination of this Agreement.

3 Deposit:

The Client agrees to pay a deposit, as specified in Proposals, Invoices, or Estimates before services commence.

4 Term:

This Agreement remains in effect until all services are completed to the mutual satisfaction of both parties. The Client’s payment obligations survive termination. Either party may terminate this Agreement with 30 days’ written notice.

5 Contacts:

Contact persons are listed in Proposals, Invoices, or Estimates; all communication will go through them. The list of contact persons is subject to change.

6 Client’s Cooperation:

The Client shall provide the Company with the necessary project information to enable the performance of services. If required by law, the Client or their Contractor will obtain all necessary approvals from the applicable governing body before performing the services. Delays or non-compliance may extend the project timeline and may incur additional costs.

7 Company’s Personnel:

The Company will choose its team members for each project. If certain individuals are listed in a Proposal, Invoice, or Estimate, the Company will attempt to assign them; however, it may use others with similar experience if necessary.

If the Client suggests or hires their contractors, the Company is not responsible for their work. It is the Client’s job to check the qualifications and quality of anyone they bring in.

8 Solicitation:

Neither party may hire or solicit the other party’s employees during this Agreement or for one year afterward.

9 Non-Exclusivity:

Both parties may engage other individuals or entities to perform similar services.

10 Progress Reports:

The Company will provide progress reports as requested.

11 Confidentiality:

Both parties agree to protect confidential information and not use it to the other party’s detriment. This confidentiality obligation remains in effect for one year after termination.

12 Independent Contractor:

The Company and its team members are independent contractors and not employees of the Client. This Agreement creates no employment relationship.

13 Work Product:

The Company creates custom interior decorating plans tailored to each Client’s space, style, and needs. Once the Client has paid in full, that custom work belongs to them.

The Company also utilizes design tools, templates, and ideas that are not project-specific. These remain the property of the Company and may be used again in future work.

Separately, the Company designs and sells original home décor products through its online store. These products—including canvas prints and pillows—are owned by the Company and may not be copied or reproduced without written permission.

14 Representations and Warranties:

All services and materials are provided “as is,” with no guarantees or warranties beyond what is stated in this Agreement. Both the Client and the Company confirm they are authorized to enter into this Agreement. The Company agrees to perform its work with the skill and care expected of professionals in the interior decorating industry. The Company also agrees not to use any third-party content or materials without proper rights or permission.

15 Liability:

The most either the Client or the Company can be responsible for is the total amount the Client has paid for the services. Neither side is responsible for indirect problems or losses that occur as a result of the project, such as lost income or other unexpected damages.

16 Notices:

Notices must be in writing and sent to the designated addresses outlined in the Proposals, Invoices, or Estimates.

17 Entire Agreement:

This Agreement, along with any Proposals, Invoices, or Estimates we provide, is the complete understanding between the Client and the Company. It replaces all previous discussions or agreements. All payment terms and project details in those Proposals, Invoices, or Estimates are part of this Agreement.

18 Force Majeure:

The Company is not responsible for delays or failure to perform caused by events beyond its reasonable control, such as natural disasters, pandemics, government actions, or other unforeseeable circumstances. If such events prevent the Company from completing the services, the Company reserves the right to terminate this Agreement. In that case, the Client may be eligible for a refund for any services not yet performed.

19 Governing Law:

The laws of the State of Arizona govern this Agreement.

20 Partial Invalidity:

If any provision is found unenforceable, it shall be modified to the extent permitted by law.

21 Waiver:

If either party chooses not to enforce a part of this Agreement at any time, it does not mean they give up the right to enforce that same part or any other part in the future.

22 Assignment:

Neither the Client nor the Company may transfer or assign their rights or responsibilities under this Agreement without written consent from the other party. This Agreement will apply to and bind both parties, as well as any approved successors or permitted assigns.

23 Headings:

Headings are provided for reference only and do not affect interpretation.

24 Construction:

This Agreement will be interpreted fairly, based on its plain meaning, and not in favor of or against either the Client or the Company, regardless of who wrote the document.

25 Counterparts:

This Agreement may be signed in separate copies (counterparts), and each signed copy will be treated as an original. Signatures provided electronically, including digital signatures or scanned copies, are valid and binding.

26 Confidentiality of Terms:

The Client agrees not to disclose the fees, payment terms, or any other financial details of this Agreement to any third party without the Company’s written consent.

27 Privacy and Data Use:

The Company respects your privacy and protects your personal and project information. We only use your information to provide our decorating services and manage the project. This may include sharing details with trusted partners, such as furniture delivery teams, custom fabricators, or installers, who assist in completing your project. These partners are required to maintain the confidentiality of your information.

We utilize secure systems to process payments and manage communications. By working with us, you agree to how we collect and use your information as described here and in our full Privacy Policy.

This Agreement becomes effective on the date the Client signs or accepts the applicable Proposal, Invoice, or Estimate. The Company will commence services in accordance with the agreed-upon schedule and payment terms outlined in the relevant documents. Payment, including any required deposit or full amount, must be made as specified to keep the project on track.