Terms and Conditions of Service
VAL, LLC – TERMS AND CONDITIONS OF SERVICE
Effective Date: December 10, 2025
1. APPLICABILITY
These Terms and Conditions (“Terms”) govern all lighting design services (“Services”) provided by VAL, LLC (“Designer”) to the Client (“Client”), and are incorporated by reference into any proposal, agreement, or invoice. Acceptance of Services constitutes acceptance of these Terms.
2. SCOPE OF WORK
VAL, LLC will provide lighting design services as described in the project scope, which may include lighting design layouts, fixture schedules, switching diagrams, control specifications, and collaboration with architects, interior designers, and electrical or AV consultants. Only the specific services listed are included in the agreed-upon fee; all other work will be considered Additional Services.
3. PROJECT TIMELINE AND CLIENT RESPONSIBILITIES
Client shall provide all relevant project information and maintain timely communication. Client agrees to provide access to the site and coordination with relevant trades as needed. Delays in Client responses or project readiness may impact the timeline and result in additional fees.
4. CHANGE ORDERS AND ADDITIONAL SERVICES
Any work outside the original scope—including but not limited to design revisions, coordination due to client-requested changes, or rework due to third-party alterations—shall be considered an Additional Service. Additional Services are billed hourly or per separate agreement and require Client approval in writing before execution.
5. FEES AND PAYMENT TERMS
Fees are detailed in the proposal. A non-refundable deposit is due upon signing. Remaining balances are due as outlined in the payment schedule. Late payments incur a fee of 1.5% per month (or the highest legal rate). VAL, LLC may suspend work for non-payment after 10 days' written notice.
6. PRODUCT PROCUREMENT AND VENDOR RELATIONSHIPS
VAL, LLC offers lighting procurement services as an optional add-on. When the Client chooses to purchase lighting fixtures or materials through VAL, LLC, VAL, LLC will coordinate orders, manage shipping and logistics, and serve as the point of contact with vendors through to delivery. In these cases, VAL, LLC will represent the product and assist with resolving any shipping issues, damage claims, or manufacturer defects to the extent reasonably possible.
If the Client chooses to source fixtures or materials independently or through a third party, VAL, LLC assumes no responsibility for product lead times, availability, shipping delays, damage in transit, or manufacturer warranties. In such cases, the Client is solely responsible for all product costs, shipping, handling, storage, and warranty coordination.
7. WARRANTY DISCLAIMER
VAL, LLC makes no warranty, express or implied, regarding the performance of lighting systems. Any manufacturer warranties shall be the responsibility of the manufacturer. Client understands that lighting performance is affected by installation, controls, environment, and user preferences.
8. DOCUMENTATION AND PHOTOGRAPHY
VAL, LLC reserves the right to document the project for internal, promotional, and archival use, including photographs and video taken during and after the project. Client grants permission for VAL, LLC to use such media unless otherwise agreed in writing.
9. TERMINATION
Either party may terminate this Agreement at any time with thirty (30) days written notice. VAL, LLC may also terminate this Agreement immediately if the Client fails to make payment, breaches the terms of this Agreement, or becomes insolvent.
Upon termination, the Client shall pay for all services rendered, expenses incurred, and any non-cancellable materials ordered up to the termination date. If the Client initiates termination, an administrative fee of 15% may apply.
The initial deposit is nonrefundable and will be applied to time spent, coordination, and any procurement activities already undertaken. VAL, LLC will provide a summary of time and costs billed against the deposit. Any additional balance due must be paid within fifteen (15) days of termination.
VAL, LLC retains all rights to work performed and design materials unless otherwise agreed in writing.
10. INTELLECTUAL PROPERTY
All designs, drawings, concepts, and documentation created by VAL, LLC remain the property of VAL, LLC unless otherwise agreed in writing. The Client receives a limited, non-transferable license to use the design for the specific project for which it was created.
11. LIMITATION OF LIABILITY
VAL, LLC’s liability for any claim arising out of this Agreement is limited to the total amount of fees paid. In no event shall VAL, LLC be liable for indirect, incidental, or consequential damages, including but not limited to loss of profits, delay damages, or third-party claims.
12. INDEMNIFICATION
Client agrees to indemnify and hold harmless VAL, LLC and its affiliates from any and all claims, damages, liabilities, and expenses arising from the Client’s misuse of design documents, failure to follow recommendations, or contractor negligence.
13. CLIENT ACKNOWLEDGEMENTS
Client acknowledges that VAL, LLC is not responsible for construction means, methods, techniques, or procedures, nor for the failure of any contractor or consultant to carry out the work. Client acknowledges that lighting performance is subjective and dependent on multiple external factors.
14. WAIVER
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
15. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of proprietary information shared during the project. This obligation shall survive termination of the Agreement.
16. FORCE MAJEURE
VAL, LLC shall not be liable for delays or failure to perform due to causes beyond its control, including but not limited to acts of God, labor disputes, material shortages, natural disasters, or pandemics.
17. ASSIGNMENT
Client may not assign or transfer its rights or obligations under this Agreement without VAL, LLC’s prior written consent.
18. INDEPENDENT CONTRACTOR
VAL, LLC is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.
19. NO THIRD-PARTY BENEFICIARIES
This Agreement is for the benefit of the parties only. No third party shall have any rights or claims under this Agreement.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed under the laws of the State of Tennessee. Any legal action shall be brought exclusively in the courts of Davidson County, Tennessee.
21. LEGAL FEES
In the event of any dispute or legal proceeding, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and all expenses incurred in enforcing this Agreement.
22. NOTICES
All legal notices must be delivered in writing via email or certified mail to the parties’ designated contact addresses as listed in the Agreement.
23. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
24. SURVIVAL
Sections regarding indemnification, limitation of liability, intellectual property, confidentiality, and legal fees shall survive termination of this Agreement.
25. AMENDMENT
This Agreement may only be modified in writing signed by both parties.