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TERMS AND CONDITIONS

Effective 20th March 2025

 

These General Conditions of Service shall apply to all Contracts and/or Quotations and/or Invoices and/or Purchase Orders issued by Melange Interiors Private Limited (Contractor) and are an integral part of such Contracts and/or Quotations and/or Invoices and/or Purchase Orders and/or Estimates.

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In the event of any conflict between the specific terms of the Contract and/or the Quotation and/or the Invoice and/or Purchase order, and these General Conditions of Service, the terms of the specific document.

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If the Contract and/or the Quotation and/or the Invoice and/or Purchase order do not cover any situation, these General Conditions of Service shall prevail.

 

By using our Website or engaging our services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.

 

SCOPE OF SERVICES

 

The Company provides services as detailed in the written Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.
 

The scope of services includes, but is not limited to:

  • General construction

  • Renovations and remodeling

  • Project management

  • Structural repairs

  • Plumbing and electrical installations

  • Roofing and siding

  • Flooring, tiling, and painting

  • Carpentry

  • Masonry

  • Glasswork

  • Hardware installation

 

The quality, quantity and description of the services are only as stated in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.The Contractor shall perform and complete the services only as per Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate. If any service is performed prior to the operative date of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate, those services shall be incorporated in the scope of work and are governed by the terms of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.

 

Any work not specified in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate is excluded from the scope of work.
 

Changes to the scope of work require a written change order signed by both parties and may result in additional charges and extended timelines.

 

The terms Scope of Work and Services may be used interchangeably where the context so requires.

 

FEES, RATES & PAYMENTS:

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  1. Notwithstanding any stated in Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate any prices or estimates provided are based on the information available at the time and are subject to change based on:

    • Site conditions

    • Material availability

    • Changes requested by the Client

    • Unexpected circumstances (e.g., weather, site access issues)

  2. All estimates are valid for 30 days from the date of issue unless otherwise stated.

  3. All prices exclude GST, unless otherwise stated

  4. Prices may be subject to change as per market conditions

  5. Administrative charges may be applied for work not agreed to be within scope

  6. Additional charges for long distance delivery or projects may be applied at the discretion of the Contractor

  7. Unless otherwise agreed, any consultation or concept or sampling or mock design work shall be invoiced and shall be payable in full 5 business days

  8. All payments are to be made only to the designated bank account

  9. Any delay or denial or payments may lead to cessation or cancellation or termination at the entire discretion of the Contractor until arrangements for payment have been agreed at the entire satisfaction of the Contractor.

 

PROCUREMENT OF THIRD PARTY MATERIALS

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  1. Unless other agreed, purchase of fabrics, antiques, furniture, hardware, wood, or any other third party materials requires 100% prior payment.

  2. Any returns or rejects are facilitated at the supplier's discretion and subject to any return fee. The Contractor shall not be liable for any costs of any returns or rejects or pick up any costs related to the same.

  3. There is no exchange, no credit and no refund on custom made, bespoke, imported or specialty orders.

  4. The Contractor gives no warranties or any nature whatsoever in relation to any third party materials.

  5. Warranty claims and service calls after project completion are to be dealt with by the client themselves without involvement or liability of the Contractor.The Contractor will be entitled to invoice and get paid for any involvement in warranty claims.

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TIME FOR PERFORMANCE OF SERVICES

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The Contractor will use commercially reasonable endeavours to perform the services within the time(s) specified in Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate. If no time(s) for performance are specified the Contractor will perform the Services within a reasonable time.

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RISK AND TITLE

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  1. Risk of damage to any goods under the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate passes to the client upon order of those goods without any liability to Contractor.

  2. If any goods are withheld by the Contractor for non-payment of dues, risk in the goods passes to the client when the Client would have been able to take delivery of the goods had the Contractor not withheld the foods.

  3. Title to the services passes to the Client upon payment for those services.

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CLIENT RESPONSIBILITIES AND ACKNOWLEDGEMENT

 

  1. Without limiting the provisions of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate, the Client’s responsibilities and obligations include:

  • providing materials and written approvals and/or instructions

  • coordination of any decision making with parties other than the Contractor

  • provision of the builder’s working drawings, and schedule of works in a form suitable for use by the Contractor;

  • providing information from third parties required for the Contractor to perform the services.

  • Completing reviews and approvals expeditiously and in case of rejection provide cogent and reasonable reasons for rejection.

  • Safety and security of the materials, workmen and equipment of the Contractor including protection from neighbours or former workers or contractors

  • Providing appropriate water, electricity and sanitary facilities for the workers of the Contractors when they are on site

 

   2. The Client acknowledges and agrees that:

  • it shall be responsible for performing all its obligations under the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate in a reasonable and timely manner and that the Contractor’s ability to perform the services in accordance with the Design Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate is contingent upon the client’s prompt performance of its obligations; and

  • any delays in the Client’s performance of its obligations, or variations to the services caused by the Client, may delay performance of the services and that any such delay caused by the Client shall not constitute a breach of any of the Contractors obligations under the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate and that the Contractor shall be entitled to an extension in the time for performance.

  • Client shall ensure that any neighbours or former contractors or workers do not interrupt or interfere with the performance of Services by the Contractor and do not create any safety and security risks for the materials, workmen and equipment of the Contractor.

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INTELLECTUAL PROPERTY (IP) RIGHTS

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  1. The Client acknowledges that the Contractor remains the owner of all Contractor’s background IP as is commonly understood. The Contractor acknowledges that the Client remains the owner of all Client’s background IP as commonly understood.

  2. The Client acknowledges and agrees that all IP developed for a project is vested in the Contractor and is the Contractor’s property as and when created, and the client hereby assigns all rights, title and interest in and to the developed IP to the Contractor.

  3. The Contractor grants to the Client a non-exclusive, non-transferable (except to third parties for the purposes of the project), revocable licence to use the Contractor’s background IP and developed IP for the sole purpose of the project.

  4. The Client must not disclose, reproduce or otherwise deal with the developed IP or Contractor’s background IP, or allow any other person to do the same, for any purpose other than the project.

  5. Any modifications, improvements or alterations by the Contractor to the Client’s background IP are owned by and vest in the Contractor, irrespective of whether the Client has or has not consented to the modifications, improvements or alterations.

  6. The Client warrants that, unless otherwise provided in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate, the Client’s requirements, design, materials, documents and methods of working, each specified or provided or directed by the Client, shall not infringe any Intellectual Property Right of any third party.

  7. The Contractor warrants that any other documents and methods of working, each provided by the Designer, shall not infringe any Intellectual Property Right.

  8. Each party shall indemnify the other against such respective infringements to the fullest limit permitted under law.

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VARIATIONS & REVISIONS

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  1. The Client may vary or revise the services subject to the terms of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate by giving written notice.

  2. At its discretion the Contractor will vary the services as instructed by the Client to the extent it is reasonable and possible to do so. The Contractor may refuse to carry our variations and revisions beyond a certain number of revisions as it deems appropriate.

  3. The Contractor shall be entitled to an increase in fee for additional works  arising from a variation or revision to the services not caused by the Contractor

  4. The Contractor is entitled to an extension to any time(s) specified for performance of the Services which is required by reason of a variation or revision not caused by the Contractor. The appropriate extension to be given is to be determined by the Contractor acting reasonably.

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 LIABILITY AND CONSEQUENTIAL LOSS

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  1. To the extent permitted by law, the liability of the Contractor to the Client arising out of or in connection with Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate limited in the aggregate to the amount of the fee paid under the said Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.

  2. Notwithstanding any other provision of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate, the Contractor will not be liable to the Client for any loss of revenue, loss of profit or anticipated profit, loss of production, loss of use of any plant or facility, business interruption of any nature, loss of business opportunity, loss of business reputation, loss of contract, value of shares, wasted overheads, payment of liquidated sums, penalties or damages under any agreement or any other indirect, remote, consequential, punitive, exemplary or special loss or damage, but does not include damage or losses arising from claims by third parties in respect of property damage, personal injury, nervous shock or death.

 

TERMINATION

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  1. Any termination shall only be in accordance with the terms stated in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.

  2. If no termination conditions are provided in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate either party may immediately terminate the Design Contract by written notice to the other if a party:

  • becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

  • is in default of any of its material responsibilities or obligations under the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate, and such default is not remedied within ten (10) days of receipt of written notice from the other party requiring it to do so.

  1. If the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate is terminated for any reason, the Contractor shall be entitled to payment of:

  • that part of the fee for services performed up to and including the through the date of termination; and

  • the cost of any goods ordered prior to termination which cannot be cancelled.

  1. The Contractor shall not be required to make any refund of any advance payments made by Client.

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INDEPENDENT CONTRACTOR AND SUBCONTRACTING

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  1. The parties acknowledge and agree that the Contractor is an independent contractor, not an employee of the Client or any company affiliated with the Client. The Contractor shall provide the Services under the general direction of the Client, but the Contractor shall determine, in the Contractor’s sole professional discretion, the manner and means by which the services are to be performed.

  2. Any Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate.

  3. The Contractor shall be permitted to engage and/or use a third party service provider as independent contractors in connection with the Services. Notwithstanding the above, the Contractor shall remain fully responsible for such third party’s compliance with the various terms and conditions of the Designer

 

WAIVER

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A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver by a party is not effective unless it is in writing, signed by that party. The waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

 

AMENDMENT

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No amendment or variation of the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate is valid or binding on the Contractor, unless made in writing and signed.

 

NOTICES

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All notices to be given hereunder shall be transmitted in writing either by (i) registered post, or (ii) electronic mail, with return confirmation of receipt and shall be sent to the addresses identified in the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate or as commonly used by the parties in normal course of business dealings, unless notification of change of address is given in writing. Notice shall be effective upon receipt.

 

NO ASSIGNMENT

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Neither party may assign, either in writing or orally, or encumber its rights or obligations under the Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

 

DISPUTE RESOLUTION

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All and any disputes relating to any Contract and/or Quotation and/or Invoice and/or Purchase Order and/or Estimate shall be in the first instance be resolved through good faith negotiations.

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If negotiations do lead to a resolution for a period of 10 days from the date of initiation, either party may refer the dispute to binding arbitration to be conducted by a sole arbitrator. Such sole arbitrator shall be appointed in accordance with the rules of an independent and impartial arbitration service provider empaneled by the Contractor. The arbitration shall be conducted according to the rules of the impartial arbitration service provider who shall also ensure compliance with Arbitration and Conciliation Act, 1996. The Party succeeding in the arbitration shall be entitled to the costs of arbitration and any legal assistance.

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As on date, the Contractor has empaneled the Centre for Alternate Dispute Resolution Excellence (www.cadreodr.com; resolve@thecadre.in) as its arbitration services provider. Any change in the service provider shall be updated on this website from time to time.

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