INTERIOR DESIGN TERMS & CONDITIONS

These Terms & Conditions “Contract” for Services is made effective by and between Client ("Client") of Kristi Kennimer Gordon, and Scarlet Reagan, LLC ("Designer") of 5710 W. Lovers Ln., Suite 101, Dallas, Texas, 75209.

WHEREAS Designer is engaged in the business of providing services relating to designing of interiors and whereas Client is interested in availing such service of the Designer.

In furtherance to the above, Client hereby agrees to and does hereby engage the services of Designer, and Designer hereby accepts the engagement to design and to do the work hereinafter specified by Client in connection with the project.

DESCRIPTION OF SERVICES. Designer will provide to Client the following services (collectively, the "Services"):

The Designer will view the property, and after adequate research and discussion with the Client, Designer will prepare a proposal with design options for the interior of the home. The work will progress in phases while the Clients are living in the home. After Client selections and approval, the Designer will place the orders and complete the design as scheduled with the Client and Designer. The Designer will consult with trade professionals (including, but not limited to the architect, contractor, vendors, artisans, installers, materials and furniture reps, workrooms and Client) as required throughout the process until completion.

The design and the construction of the design are separate services. The architectural designs and Designer’s designs are separate services. The Client will hire tradesmen and contractors of their choosing, regardless of whether the tradesman or contractor was referred by the Designer. The Client will hold harmless Scarlet Reagan and associates for work by any contractor or tradesman associated with this project.

All services will be completed by Designer at a single address.

PAYMENT. Payment shall be made to “Scarlet Reagan, LLC” or to Kristi Kennimer Gordon, Owner of Scarlet Reagan, LLC, in any payment method accepted (see page 11). Scarlet Reagan requires that a valid credit card be provided and kept on file. Client agrees that any outstanding fees more than 30 days past due will be charged to the credit card provided to Scarlet Reagan, plus any late fees and credit card fees. Credit card payments will incur a 3.5% processing fee. ACH payments will incur a 1% processing fee. Invoices will by default include a credit card fee.

Client agrees to pay Designer for time and hard costs as follows:

TIME

Scarlet Reagan, LLC, is paid on an hourly design rate. Time includes travel time and work related to the project including, but not limited to: communication (with Client, vendors, craftsmen, artisans, architects, contractors and tradesmen, as well as any other person related to the project), concepting, site visits, meetings, measuring, budget and financial work, shopping, sourcing, design work, research, procurement, logistics, packing, delivery coordination and supervision, returns and damaged item time, administrative work, styling, installation and delivery coordination, and all other time spent on client project. Time rates automatically adjust on January 1st of each calendar year with an average annual increase of 5%. The design time rate for time worked Monday through Friday 8:30am - 5:30pm (Work Week) for 2025 is $185 per hour; 2026 is $195 per hour. Time rates are for all designers and support staff plus applicable taxes, credit card fees, ACH fees or other processing fees.

TIME WHILE TRAVELING

Should the project require out of town travel, a minimum day rate of $1500 will be charged to the Client per day of travel plus any time worked beyond 8 hours.

TIME OUTSIDE OF THE WORK WEEK

In the event that a design emergency, extenuating circumstance or urgent design request arises outside the Work Week (Evening, Weekend, Holiday & Vacation Work) or changes during the work week that that cause the work to spill into the weekend, holiday or vacation (outside of the workweek), this time is billed at 1.5x should the Designer agree to and have capacity to conduct such work.

DEPOSIT

A payment in the amount of $2,500 plus applicable taxes and fee is due upfront and is required to begin work. The deposit will be applied to the final design time invoice at the end of the project. If this agreement is terminated before time is completed, the deposit payment is non-refundable.

HARD COSTS

1. INTERIOR FINISHES, FURNITURE, FIXTURES, EQUIPMENT & DECOR

Design elements such as interior finishes, furniture, fixtures, equipment and decor presented by Scarlet Reagan will be purchased through Scarlet Reagan unless a written agreement specifies otherwise. Should the client purchase presented items independently, Scarlet Reagan will invoice the client for a sum of 20% of the price paid for that item. If a price paid receipt is not provided to the Designer, the Designer will invoice for 20% of the MSRP. In cases where a sale price is equal to or less than the trade discount, the Designer will charge a 10-20% markup on these items. (For example, the Designer will mark up RH purchases by 20% above member pricing.)

APPROVAL & PROCUREMENT

In cases where the Designer makes purchases on behalf of the Client, payment of 100% of the cost of the item is required before the item is purchased, which said payment will also serve as written approval for the purchase. Once an order is placed, it cannot be canceled, refunded, or exchanged. Designer is not responsible for manufacturer delays, backorders, or discontinued products. Designer is not responsible for the durability, performance, or quality of any third-party products, furnishings, or trade work. Any issues related to product defects or installation must be addressed directly with the vendor or contractor. If vendor is a wholesale or trade vendor of the Designer, the Designer will communicate with the rep on behalf of the Client and that time will be billed to the Client. Under no circumstances will the Designer give wholesale vendor contact information to the Client.

INSTALLATIONS

Scarlet Reagan offers the service of installing accessories into a Client’s space. These items are often not presented or approved prior to the install, but the service of the installation is pre-approved. Items installed that have not been presented or pre-paid are considered “Install Accessories.” Install Accessories can include, but are not limited to, home decor accessories, art, furnishings, etc. Install Accessories that Client does not wish to purchase require a written itemized refund request within 24 hours from the time the install. If items are approved to return, they must be in perfect condition or the item will not be accepted. It is the responsibility of the Client to return the items undamaged within 48 hours of install to Scarlet Reagan at 5710 W. Lovers Ln. 101, Dallas, Texas, 75209 during normal business hours. If the Client requests for the Designer to pick up the installed items that have been approved for return, the Designer will charge according to these terms and conditions the time and mileage used to accomplish the returns including travel, packing, mileage, checking for damage, restocking and follow up communication. Requesting that the Designer pick up the items is does not mandate that the Designer will pick up the items and does not relieve the Client of responsibility of returning the items or payment for the items. There is a 25% restocking fee for any accepted returned items. All other items are final sale after 24 hours of install. The Designer will request a deposit prior to installation of accessories, which will apply to the invoice for the accessories installed. The amount of the deposit will be determined by the Designer. Any balance due for Installed Accessories is due within 48 hours of installation. Any unpaid balance within 24 hours of due date will incur a $35 late fee each day for the first week. After one week, a 6% late fee will be added each week. There is a $5,000 minimum purchase of Install Accessories for each install date. This is for Install Accessories only and does not include time, mileage, delivery, tradesmen, restocking fees, taxes or processing fees.

2. FREIGHT, DELIVERY, STORAGE & RETURNS

Freight and delivery for each item are not included in the item price and will be billed separately to the Client with no discounts. Many vendors require that items be delivered to a receiving company before being delivered to the Client. In this case, the Client will incur charges for freight to the receiver, receiver charges, storage fees, then delivery charges from the receiver to the home. Freight and delivery charges are often not
provided to the Designer at the time the order is placed, but may be estimated. Most often the price of freight is calculated and invoiced by the vendor at the time the product ships. Temporary storage of items are sometimes necessary and will be billed to the Client at the current market rate of temperature controlled storage facilities. All charges related to freight, storage, receiving and delivery are the responsibility of the Client. We estimate and bill freight at 18% in 2025. Any additional freight will be billed to the client after the items ships based on the actual freight charged. Oversized and heavy items such as mirrors, sofas and wallpaper often have even higher freight charges.

If items are to be shipped directly to the Client, (i) Client must be present to inspect items immediately upon receipt and refuse damaged or report all damaged or incorrect shipments within 24 hours with photographs to the Designer; (ii) you are responsible for repacking the items with the original packaging and being present the for scheduled pickup of the items; and (iii) Scarlet Reagan is not liable for any drop-ship items that are stolen, or misdelivered. Please note that more design time may be required to coordinate drop ship items and damaged items.

3. TRADE SERVICES

Trade, installation, architectural or construction work are between the Client and the tradesman. Payment is direct from Client to tradesman and not the responsibility of Designer unless otherwise specified per service. Occasionally the Client will ask the Designer to recommend, coordinate, contract and communicate with a tradesman. The Client will hold harmless the Designer in all trade work regardless of who hires, coordinates and bills for the trade work. The Client is free to use tradesmen of their choice. It is not the responsibility of the Designer to work with government entities for permitting and code compliance.

4. TRAVEL

For in-town travel, mileage will be tracked and submitted for reimbursement. This includes all mileage (to and from) used for the job by all employees including, but not limited to: shopping, sourcing, site visits, meetings, procurement, courier, item and sample pick-ups, deliveries, client meeting and all travel related to the job. The 2025 mileage reimbursement rate is $0.70 per mile, and will increase each January without notice, following the reimbursement rate published by the IRS.

For out-of town travel, in addition to the time, Client is responsible for payment of all hotel accommodations, meals, air fare, car services, car rentals or any other hard cost incurred while traveling for the Client.

COPYRIGHT, PHOTOGRAPHY AND VIDEO ASSETS

Client agrees to to allow the Designer to access the home upon project completion to obtain photographs and video assets of the completed project for marketing purposes for a minimum of two 8-hour days. Photography and video assets are the property of Scarlet Reagan, LLC, and Kristi Kennimer Gordon.

All designs, drawings, mood boards, and specifications remain the property of Scarlet Reagan, LLC. The Client may not reproduce or share these materials with third parties without express written permission.

NONPAYMENT

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 6 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Designer has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

Some payment processors charge a fee for their service. Any fees that cause a payment to not be made in full will be passed on to the Client and may be added to subsequent invoices.

TERM. This Contract may be terminated by either party upon 90 days' prior written notice to the other party. Client agrees to complete payment for any partially paid invoices. This practice is in place because many ordered items can not be canceled or refunded once a deposit is paid.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, or other information (collectively the "Work Product") developed in whole or in part by Designer in connection with the Services will be the exclusive property of Designer.

WARRANTY. Designer shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Designer's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Designer on similar projects.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

a. The failure to make a required payment when due.

• The insolvency or bankruptcy of either party.
  

• The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
  

• The failure to make available or deliver the Services in the time and manner provided for in this Contract.
  

REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas.

NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract 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 Contract.

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