Service Provider Collaboration Agreement

Updated June 29, 2017

Accepting the archiparti Terms & Conditions

This Collaboration Agreement with archiparti (“Agreement”) constitutes a legally binding contract between archiparti International Limited, a Hong Kong Company (“archiparti,” “we,” “us,” “our”) and you (“Member”, “Members”, which include Project Owners and Service Providers.) with respect to your use of the archiparti website, archiparti applications for mobile devices, and the Information, Tools and Services as defined below (collectively, the “Platform”). It is important that you carefully read and understand the terms and conditions of this Agreement. By using the Platform, you agree to be bound by this Agreement.

You hereby acknowledge that you have carefully read all and agree to all of the terms and conditions of our Privacy Policy (https://archiparti.co/privacy-policy/) and Terms of Service Agreement (https://archiparti.co/terms-of-service/). If you do not agree to these terms and conditions, please do not use the archiparti Platform, Website or any of the Information, Tools or Services provided by archiparti.

The archiparti Platform

archiparti has created a marketplace to connect Project Owners and Service Providers using the archiparti Platform. archiparti has also created a Platform that enables Service Providers to ease project management, logistics and the like through archiparti Information, Tools and Services. archiparti Services, which include all the self help tools provided online such as the Design Fee Calculator, Contract Generator and Construction Budget Calculator. The archiparti Platform enables both Project Owners and Service Providers to buy and sell Services online through projects. These projects can stem from specific Design Packages standardized by archiparti or consist of various tasks established between a Project Owner and Service Provider on an individual basis. Project Owners post projects and invite Service Providers to apply with skills that are concurrent or compatible with said project. Service Providers apply to projects. If a Project Owner accepts a Service Provider’s project application and makes payment, a contractual relationship is formed directly between said Project Owner and Service Provider with archiparti as the third-party contract signing witness. archiparti collects payment from the Project Owner on behalf of the Service Provider and escrows the payment on the Platform. Service Providers will provide design, planning and Work otherwise listed in the Collaboration Agreement for the Project Owner based on the agreed Design Packages and Tasks made upon initiation of the project. Note that archiparti is a Platform to facilitate connection and Service trade; the archiparti Platform is not responsible for providing or representing other contractor resources outside of the defined Services set forth in this Agreement, and will not be liable for a Member’s need to find contractors.

Additionally, Project Owners and Service Providers may agree to additional terms in their individual Collaboration Agreements and respective Service Contracts, which may include offline services at their own discretion and responsibility and may be materially different than the Agreement; however, nothing with the additions of Project Owner and/or Service Provider Collaboration Agreements will in any way limit or modify archiparti’s rights, nor will it make archiparti liable for any individual agreements or disputes, issues, or complications otherwise through meetings made offline. In addition, archiparti Information, Tools and Services are only self-help tools provided for Members as reference; archiparti is not liable for any issues incurred by implementation or usage otherwise of the said tools.

In the case where the standard archiparti Collaboration Agreement terms are not used at any stage of a said project conducted on the archiparti Platform, archiparti reserves the right to carry out thorough reviews and analysis to the documents as per request of the Members. In any point of a project, archiparti can actively follow up on the project’s progress and resolve conflicts through the archiparti Project Protection system. Note that only activities and agreements recorded in the archiparti Platform are protected by said system. We are not responsible or liable for any damages that may result from third-party or offline agreements which are not explicitly represented by archiparti Collaboration Agreements and/or approved by the Platform.

For the design stage, archiparti fees are equal to a percentage of Project Owners’ total payments. The exact percentage is dependent upon a variety of factors such as the total value of the project, complexity of the project, and the amount of interactions between the project and archiparti. In all cases, the Service Provider's total take-home amount requested at the bidding stage will not be affected unless the project is to be put under Project Protection, should the Service Provider be selected by the Project Owner.

Working on archiparti

Service Providers shall perform services in a professional and workmanlike manner. archiparti expects a consistent and high level of courtesy, respect and professionalism from all of its Project Owners and Service Providers toward each other. If any Member receives continuous negative reviews from other members, archiparti reserves the rights to close the Member's Account. Please note that archiparti protects only conversations, records, agreements, payments and other activities as recorded on the archiparti Platform. The archiparti Platform enables our ability to protect Members in the event of dispute during the course of the project. If we discover that a project is taken off the archiparti platform in efforts to circumvent the system, archiparti will close the Member’s accounts. Please read more about the Disintermediation & Buyout Policy at the archiparti Terms of Service Agreement (https://archiparti.co/terms-of-service/).

Posting a project
All projects posted to archiparti must be in English or a language agreed by both parties and not contain any information enabling or requesting contact or payment outside of the archiparti Platform. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language, spam or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product, website or otherwise. Project postings related to the creation of adult, disruptive or explicit content or those that involve production and/or distribution of other products and services not endorsed by archiparti or reflect the terms of this Agreement are prohibited. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting.

Applying to a project
All project communications in archiparti must be in English or a language agreed by both the Project Owner and Service Provider, and not contain any information enabling or requesting contact or payment between the parties involved outside of the archiparti Platform. All information provided in a project application must be true, accurate and complete to archiparti project regulations. archiparti reserves the right (but has no obligation) to verify any and all information provided on a Project Owner or Service Provider's Profile or project application. By posting a project, the Project Owner is attesting that he/she/it has posted a valid project that satisfies archiparti project posting regulations. By applying to a project, the Service Provider is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the project posting. archiparti reserves the right (but has no obligation) to verify the skill and ability of the Service Provider.

Project Flow
1. The Project Owner chooses at most 2 Service Providers among all the recommended Service Providers to each provide separate (1) Concept Design Package, of which Project Owner will choose one to proceed with for the (2) Full Design Intent Package.
2. To proceed to the (1) Concept Design Package stage, the Project Owner is required to place a design consultancy fee equivalent to the higher amount of the 2 chosen Service Providers’ quotations into escrow. Should any disagreements happen in the future, the fee will be refunded according to archiparti’s Project Protection policy.
3. After receiving the Project Owner’s payment, the 2 chosen Service Providers will each provide the Project Owner with a (1) Concept Design Package, of which the Project Owner will choose one to proceed with for the (2) Full Design Intent Package.
4. The selected Service Provider will receive the full project payment within 14 calendar days after the Project Owner’s approval of all design tasks on (1) Concept Design Package & (2) Full Design Intent Package. The Service Provider who was not selected to proceed with the (2) Full Design Intent Package but completed the (1) Concept Design Package will receive 1000 HKD (or 128 USD) as a design fee.

Managing Projects
Project Owners agree to respond promptly to communications with Service Providers regarding requests for information or otherwise related topics to the project. . Any requests for feedback from the Project Owners should be answered within 72 hours of request. If this does not happen to the satisfaction of archiparti, the project can be put under Project Protection by archiparti. Project Owners will have 14 days to make definitive decisions regarding the Service Providers’ tasks, intended project and tasks list or otherwise before the provided quotations become invalid. In the event that Project Owners made full payment for a project but have not made definitive decisions for the Service Providers’ tasks, intended project and tasks list or otherwise after 3 months, archiparti reserves the right to mediate refunds, fair compensation, and/or quotation revision through Project Protection. If the Project Owners’ input on a project part is delayed by more than 7 days after the date of delivery for a project, archiparti has the right, at its sole and absolute discretion, to put the project under Project Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without archiparti incurring any liability whatsoever.

Working on Projects
Service Providers agree to respond to all Project Owner communications and requests for information within 24 CALENDAR HOURS. If the Service Provider will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Project Owner AT LEAST 3 DAYS IN ADVANCE. After the completion of a Service Contract, the Members can provide timely, honest and objective feedback and review to each other.

Design Packages & Schedule of delivery

Projects on the archiparti Platform can consist of standard archiparti Design Packages of predetermined tasks with additional agreements for tasks at the Project Owner’s specific request. If there are no special additional tasks requested at the time of the project launch or otherwise explicitly stated on the Platform as agreed by both Project Owners and Service Providers, then the standard archiparti Design Packages and schedule of delivery will be expected as below.

● Concept Design Package is defined as:
1. Sketch design ideas (with 2 revisions)
2. Layout plan (with 2 revisions)
3. 3D image of one key perspective to illustrate style/colours/material intention (with 1 revision)
4.Reference Images (with 2 revisions)

● Full Design Intent Package is defined as:
1. Plans (with 2 revisions)
2. Interior Elevations and setting outs (with 2 revisions)
3. Sections (with 2 revisions)
4. 3D renderings at least 1 for each room (with 2 revisions)
5. Design and Key Details of tailor furniture (with 2 revisions)
6. Material & Finishes Schedule (with 2 revisions)
7. Furniture schedule (with 2 revisions)
8. Reflective ceiling and Air Conditioning plan (with 2 revisions)
9. Electrical and Building service intent planning (with 2 revisions)
10. Feature & General Lighting Schedule (with 2 revisions)
11. Reference Images (with 2 revisions)

● Schedule of delivery is defined as:
1. FOR PROJECTS THAT COVER LESS THAN 600 SQUARE FEET:
- 5 calendar days from confirmation of project/contract: first delivery of Concept Design Package
- 3 calendar days from all design comments received: delivery of revisions of Concept Design Package
- 12 calendar days from all design comments received: first delivery of Full Design Intent Package
- 7 calendar days from all design comments received: delivery of Full Design Intent Package revisions

2. FOR PROJECTS THAT COVER MORE THAN 600 SQUARE FEET:
- 7 calendar days from confirmation of project/contract: first delivery of Concept Design Package
- 5 calendar days from all design comments received: delivery of revisions of Concept Design Package
- 18 calendar days from all design comments received: first delivery of Full Design Intent Package
- 10 calendar days from all design comments received: delivery of Full Design Intent Package revisions

● Extra pay services are defined as:
1. Each Site Visit Coordination Meeting/Construction management (per person per 4 hours)
2. Extra revisions to any drawings(per hour)
3. Production of logos, menu templates, other visual indicators
4. Architectural models
5. Anything outside the Concept Design Package & Full Design Intent Package and not agreed by both the Project Owner and Service Provider

● Exclusions are defined as:
Service Provider's Liability for this contract is limited to the 100% of the professional fee. The following consultant design services are not included in the professional fee.
1. Authorized Person’s responsibilities
2. Structural Engineer’s responsibilities
3. MEP Engineer’s responsibilities
4. Expeditors responsibilities
5. AV/Low Voltage/Security Engineer’s responsibilities
6. Contractor’s responsibilities
7. Fire Services Engineer’s responsibilities
8. Printing costs
9. Construction Management
10. Licenses Management

● archiparti submission templates at https://archiparti.co/resources/#templates must be used to unify the design standards for Project Owner’s easy reference.

Service Charges

Service charges to the Service Provider will be as agreed in the bidding stage should the Service Provider be selected and consolidated at the signing of the Service Contract. Design fees are to be discussed and adjusted during the project if there are changes in the scope of work, or if the project has a delay of more than 3 months due to any reason. Service Providers are expected to complete the task list agreed upon by the Project Owner and Service Provider before payment is made unless otherwise explicitly mentioned and agreed upon in formal communications between both involved parties.

Payment Schedule

Full project payment is made by the Project Owner and held in escrow through the archiparti platform at the start of a project. The selected Service Provider will receive the full project payment within 14 calendar days after the approval of all design tasks in the (1) Concept Design Package & (2) Full Design Intent Package. The Service Provider who was not selected to proceed with the (2) Full Design Intent Package but completed the (1) Concept Design Package will receive 1000 HKD (or 128 USD) as a design fee.

Extra pay services are to be fully paid in advance before the start of any work being done on said services.

Termination of a Service Contract

Any service fee paid to the Service Provider will be nonrefundable. Project Owners may terminate at any time but can not recover any payments on approved tasks made to the Service Provider unless a mutual agreement has been made otherwise with verifiable evidence of said agreement on the archiparti Platform. The Service Provider may terminate an agreement at any time and provide a full refund of the project with 14 days in advance notice; with written agreement from the Project Owner, certain completed tasks may still receive payment and after the full payment has been refunded. If the Service Provider fails to do the above, there will be a penalty fee of US$25,000 payable to archiparti within 10 days from the date of notification, and the account will be blocked permanently.

Project Protection

● In the off chance that things go wrong, archiparti is committed to using its commercially reasonable efforts to correct the issue with Project Protection. archiparti Project Protection covers all projects listed on the archiparti Platform, big or small and will evaluate Service Providers based on criteria such as, but not limited to, Work standards, professionalism and punctuality. At archiparti’s sole discretion, it may withhold the following amounts for the Project Owner and/or Service Provider, and disburse such funds as it in its sole discretion determines, without any liability to archiparti itself:
1. 90% of the invoice amount will be refunded if the Project Owner decides not to proceed with the Full Design Intent Package after submission and approval of Concept Design Package. 1000 HKD (or 128 USD) will act as an design fee to compensate each Service Provider for their time spent on the project,
2. 75% of the project amount if the quality of work at any point is not up to archiparti standards,
3. 30% of the project amount due to significant delays,
4. 20% of the project amount for inappropriate language when communicating with the Project Owner.
● In circumstances where the Service Provider requests and is deemed by archiparti to require Project Protection during a project, the escrowed full project payment held by archiparti will be disbursed at the sole discretion of archiparti. Archiparti’s evaluations from Project Protection are non-disputable and made at the absolute discretion of archiparti, without any liability to archiparti itself.
● For the purposes of Project Protection, we cannot review project parts already marked as complete by both parties, Work completed outside of the Service Contract, and Work completed where funding has not been transferred in archiparti. archiparti is not responsible for resolving disputes that occur outside of the archiparti Platform.
● archiparti Project Protection is executed by the following timeline:
1. Both the Project Owner and archiparti Service Provider provide a compensation estimate (how much they think is owed) in writing to archiparti Support at [email protected]
2. Both the Project Owner and archiparti Service Provider provide any supporting documents that describe the specific project part being reviewed. Supporting documents include Service Contracts, archiparti internal messages, chats, conversations, emails and other documents deemed relevant. We require all supporting documents to be sent within 7 days, after which no additional evidence can be accepted. All supporting documents need to support the part under review.
3. ONLY INFORMATION LOGGED IN THE ARCHIPARTI PLATFORM WILL BE CONSIDERED AS RELEVANT DOCUMENTS. CONVERSATIONS NOT RECORDED IN THE PLATFORM WILL NOT BE TAKEN INTO ACCOUNT. WE STRONGLY ADVISE THAT YOU TO LOG ANY KEY CONCLUSIONS AND CONVERSATIONS OFFLINE INTO THE PLATFORM AS SOON AS THEY OCCUR.
4. archiparti will dedicate a third-party reviewer (from within archiparti or outside of archiparti), that has not had any relationship with the Project Owner and archiparti Service Provider and has the appropriate ability to perform the review of the project to execute said review. archiparti takes issues like delays, incomplete Work, Work quality and language tone into consideration when determining the allocation of compensation. archiparti’s third-party reviewer will come to a conclusion within 14 days of receiving the Project Protection request. archiparti’s Project Protection resolutions are final, non-reversible, and archiparti shall not be liable for damages borne by either of the parties involved.

Photography and Publication

Both the Members(Service Providers and Project Owners) and archiparti will have the right to use the design documents and photographs taken of the project in professional and promotional materials unless the project owner stated it is a confidential project in advance. The Service Providers will request permission from the Project Owner prior to using the Project Owner's name or the address of the project in any published materials.

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