FULL DISCLOSURE ON CONTRACTING & CONSTRUCTION

Market Studio Interiors is not, and does not purport to be, a contractor or contracting service. Market Studio Interiors does not hold a contractor’s license and does not perform or offer services that a licensed contractor would provide, including but not limited to painting, electrical installation, plumbing installation, demolition, masonry work, tiling, or any other trade work.

Market Studio Interiors does not:

• Supervise on-site demolition, construction, or assume any responsibilities of a general contractor or subcontractor.

• Prefer, guarantee, or collect money on behalf of any other persons or companies, including contractors and construction companies.

• Assume responsibility for the design or modification of any structural, heating, air-conditioning, plumbing, electrical, ventilation, or other mechanical systems installed or to be installed at the project site.

Market Studio Interiors only furnishes materials or supplies in full compliance with Section 7045 of the California Business and Professions Code, without fabricating them into, or consuming them in, the performance of work typically performed by a general building contractor.

LEGAL COMPLIANCE WITH CALIFORNIA BUSINESS AND PROFESSIONS CODE

As a California-based business, Market Studio Interiors acknowledges and agrees to comply with all applicable sections of the California Business and Professions Code, including but not limited to:

Section Code 7028 (Unlicensed Contracting Prohibited)

• It is a misdemeanor to engage in or act in the capacity of a contractor without a valid license.

• A first offense is punishable by a fine not exceeding $5,000 or imprisonment for up to six months, or both.

• Additional violations increase penalties, including higher fines and mandatory imprisonment.

Section Code 7027.1 (False Advertising of Contractor Services)

• It is illegal for any person to advertise for construction services unless they hold a valid contractor’s license in the classification advertised.

• Violations are punishable by a fine of $700 to $1,000, in addition to other legal penalties.

Section Code 16240 (Unauthorized Business Practices)

• Any individual who practices or advertises services that require a license, registration, or certification without proper credentials is guilty of a misdemeanor.

CLIENT SERVICE AGREEMENT

CONTRACTUAL AGREEMENT & ACCEPTANCE OF TERMS

This Client Service Agreement ("Agreement") is a legally binding contract between Market Studio Interiors, Inc. ("Market Studio Interiors," "Designer," "Firm," "we," "us," or "our") and the client ("Client"). This Agreement governs all services provided by Market Studio Interiors, including but not limited to interior design, consulting, procurement, and project coordination.

By signing service agreement, submitting payment, or otherwise engaging Market Studio Interiors for services, the Client acknowledges that they have read, understood, and agreed to be legally bound by all terms and conditions set forth herein. 

If the Client does not agree to these terms, they must not proceed with engaging Market Studio Interiors. The failure to formally object to any term of this Agreement before services commence shall constitute full and unconditional acceptance of all provisions herein.

This Agreement is legally enforceable in accordance with the laws of the State of California, and any disputes shall be resolved pursuant to the Governing Law & Dispute Resolution Clause set forth in this Agreement.
 

1. SCOPE OF SERVICES

1.1 Design Services

Designer agrees to provide interior design services, which may include, but are not limited to:

Space planning, Material & finish selection, Custom millwork & cabinetry design, Furniture & decor recommendations, Lighting selection, Purchasing coordination (if applicable)

1.2 Project Location

Design services will be provided for the project located in ____________

1.3 Exclusions

This Agreement does not include structural changes, engineering, permit processing, or contractor labor.

2. COMPENSATION & PAYMENT TERMS

2.1 Design Fee Structure

The Client agrees to compensate Designer on a flat-fee basis as shown on proposal and invoice.

Any additional rooms or scope increases will require a written change order with additional compensation.

2.2 Payment Schedule

As shown on proposal or invoice approved by client.

2.3 Late Payments

Payments not received within five (5) business days will incur a 5% late fee.

Failure to remit payment within fifteen (15) days results in suspension of all services.

3. PURCHASING, PRICING & MARKUP DISCLOSURE

3.1 Purchasing Options

The Client may either:

(a) Purchase all products independently, or

(b) Purchase through Designer, in which case the following terms apply.

3.2 Markup & Price Guarantee

The Client acknowledges that Market Studio Interiors may apply a markup at its discretion as compensation for procurement services, which include sourcing, coordinating logistics, and ensuring the successful implementation of purchased products.

The Client confirms that they have reviewed, accepted, and agreed to the total price listed on the Invoice, including any markup.

The Client understands they have the option to purchase products independently.

The Client understands that trade discounts, when applicable, may be partially passed to the Client at Designer’s discretion.

By submitting payment, the Client waives any claim related to pricing disputes, markup concerns, or requests for vendor pricing disclosure.

3.3 Non-Refundable Purchases

Once an order is placed, all purchases are final, non-refundable, and non-cancelable.

3.4 Vendor Confidentiality

Designer sources products from proprietary trade vendors.

Vendor pricing and sourcing details will not be disclosed.

Clients may not attempt to bypass Designer to purchase directly from vendors.
3.5 Procurement & Vendor Exclusivity Clause

The Client reserves the right to independently purchase any furnishings, materials, fixtures, or other products included in the Designer’s design. However, in such cases, the Designer shall bear no responsibility for procurement, order management, quality control, coordination, installation, damages, delays, defects, compatibility, or any other issues arising from the Client’s independent purchase. The Designer shall not be obligated to provide any assistance, recommendations, or oversight related to such independently sourced items.

Furthermore, to protect the Designer’s proprietary business relationships and trade secrets, the Client agrees not to source, contact, purchase from, or otherwise engage with any vendor, supplier, or manufacturer introduced or utilized by the Designer for this project unless approved in writing by the designer.

Any violation of this provision shall constitute a material breach of this agreement, and the Designer reserves the right to seek equitable relief, including but not limited to injunctive relief, damages, and legal fees.

This clause shall remain in full force and effect beyond the duration of the project and is enforceable to the fullest extent permitted by law.

4. DESIGN CHANGES & ADDITIONAL WORK

4.1 Revisions

The Client is entitled to two (2) minor revisions at no additional cost.

Any additional revisions are billed at $375 per hour.

4.2 Scope Expansion

Any additional rooms, materials, or changes outside the original scope will require a written change order and additional fees.

5. CLIENT RESPONSIBILITIES

The Client agrees to:

Provide timely feedback & approvals.

Ensure reasonable access to the Project Site.

Make payments according to this Agreement.

Communicate via designated channels to avoid project delays.

All design modifications discussed outside of formal design meetings must be documented in writing. Market Studio Interiors shall not be held liable for any design revisions or scope of work changes that are not formally communicated in written form.

Market Studio Interiors will not acknowledge or accept any changes conveyed through third parties or other contractors.

Failure to fulfill these responsibilities may result in project delays, for which Designer assumes no liability.

6. LIMITATION OF LIABILITY

6.1 No Warranty on Third-Party Services

Designer is not liable for:

Manufacturing defects.

Contractor errors.

Delays by third-party vendors.

6.2 Indemnification

Client agrees to indemnify and hold Designer harmless from any claims arising from:

The Client’s use of purchased products.

Contractor installation errors.

7. TERMINATION CLAUSE

7.1 Termination by Client

Client may terminate this Agreement with seven (7) days’ written notice. However, all payments made are non-refundable.

7.2 Termination by Designer

Designer reserves the right to terminate the Agreement if:

Client fails to make payments.

Client engages in conduct that obstructs project completion.

7.3 Effect of Termination

Upon termination, all designs, drawings, and concepts remain the sole property of Designer.

Client may not use, distribute, or implement designs without written consent.

8. INTELLECTUAL PROPERTY & CONFIDENTIALITY

8.1 Ownership of Designs

All designs, concepts, and drawings created by Designer remain intellectual property of Market Studio Interiors.

Unauthorized use constitutes copyright infringement.

8.2 Confidentiality

Both parties agree to keep business discussions and design-related information confidential.

9. GOVERNING LAW & DISPUTE RESOLUTION

9.1 Governing Law

This Agreement is governed by the laws of the State of California.

9.2 Dispute Resolution

Disputes shall first attempt mediation.

If unresolved, disputes will be settled via arbitration in Orange County, CA.

10. PURCHASE DISCLOSURE & AGREEMENT

By approving and submitting payment for all invoices, the Client acknowledges and agrees to the following:

Final Sale & Product Approval

All purchases are final. No refunds, modifications, or cancellations will be permitted.

The Client has reviewed and approved all pricing, including any applicable markup before payment.

Market Studio Interiors as a Reseller

Designer procures products from third-party vendors.

Vendor pricing, trade discounts, and sourcing details are proprietary and will not be disclosed.

Pricing & Markup

Markups to retail MSRP may be applied at Designer’s discretion as compensation for procurement services.

The total price is reviewed and approved by the Client before payment.

The Client agrees not to dispute pricing, markup, or procurement fees once payment is made.

Confidentiality of Trade Resources

All vendor relationships are trade secrets.

Clients may not attempt to obtain vendor details or pricing.
Trade Quotes and Pricing Disclosure

The Designer retains full discretion in determining which vendor or trade quotes to share directly with the Client. The Designer is not obligated to disclose all quotes, nor to provide direct trade discounts or trade pricing to the Client.

The Designer may, at their sole discretion, extend trade savings, discounts, or net pricing to the Client, but such extensions are neither guaranteed nor implied under this Agreement.

The Client acknowledges that any pricing, markups, or procurement fees are set at the Designer’s discretion and that trade relationships, pricing structures, and purchasing agreements remain confidential and proprietary to the Designer.

Final Pricing Acknowledgment

By submitting payment, the Client confirms that they have read, understood, and agreed to these terms in full. The Client waives any claim related to pricing disputes, markups, or requests for vendor pricing disclosure.

11. ENTIRE AGREEMENT & AMENDMENTS

This Agreement constitutes the entire understanding between the parties. No amendments shall be valid unless made in writing and signed by both parties.
12. TERMINATION, FORFEITURE OF FEES, AND NON-DISPARAGEMENT AGREEMENT 

The Client acknowledges and agrees that all design fees paid to Market Studio Interiors are non-refundable. If the Client chooses to terminate Agreement for any reason, whether before, during, or after the design process, the Client forfeits any and all fees paid to the Firm and waives any right to seek reimbursement, damages, or compensation through legal action, including but not limited to civil disputes, arbitration, or small claims court.

By signing Agreement, the Client affirms their free will in engaging with the Firm and understands that they have the right to terminate this relationship at any time. However, upon termination, the Client agrees that they shall not make any defamatory, negative, false, or misleading statements—whether oral, written, or online—regarding the Firm, its services, employees, or affiliates. This includes, but is not limited to, public reviews, social media posts, or direct communication with third parties in a manner that could harm the reputation of the Firm.

Should the Client violate this provision and engage in disparaging conduct, the Firm reserves the right to pursue all legal remedies available, including but not limited to injunctive relief, monetary damages, and reimbursement of attorney’s fees and legal costs. The Client acknowledges that they may be held legally liable for any harm caused by their statements and actions.