Effective Date: February 26, 2025

1. INTRODUCTION

These Terms and Conditions ("Agreement") govern the relationship between The Nicest Space ("Company," "we," "our," or "us") and independent vendors ("Vendor," "you," or "your") providing services to clients referred by The Nicest Space. This Agreement constitutes a legally binding contract between The Nicest Space and the Vendor, and it outlines the rights, responsibilities, and obligations of both parties. By accepting referrals, submitting quotes, or engaging in any business activity through The Nicest Space, you agree to be bound by these terms.

2. VENDOR RELATIONSHIP & INDEPENDENT CONTRACTOR STATUS

The Vendor acknowledges that they operate as an independent contractor and not as an employee, agent, partner, or representative of The Nicest Space. Vendors are solely responsible for their own taxes, insurance, permits, and legal compliance related to their business operations. The Nicest Space does not control the manner, method, or means by which vendors provide services, and vendors shall not represent themselves as acting on behalf of The Nicest Space in any legal or financial capacity.

3. VENDOR RESPONSIBILITIES

Vendors engaged through The Nicest Space agree to perform all services professionally, ethically, and in compliance with applicable laws and industry standards. Vendors acknowledge that their performance directly affects The Nicest Space’s reputation and agree to uphold the highest service standards. Vendors assume full responsibility for their work and agree to the following obligations:

• Legal & Regulatory Compliance: Vendors must comply with all federal, state, and local laws, including but not limited to:

  • Licensing & Permits – Vendors must hold and maintain all necessary professional licenses, trade certifications, and permits required for their work.

  • Insurance Requirements – Vendors must maintain adequate general liability insurance, workers’ compensation (where applicable), and any required specialty coverage and provide proof of insurance upon request.

  • Health & Safety Compliance – Vendors must adhere to OSHA regulations, building codes, fire safety laws, and any industry-specific safety requirements to protect clients, workers, and property.

• Service Quality & Performance Standards: Vendors must ensure that all work is performed competently, timely, and in accordance with client expectations and industry standards. This includes:

  • Providing Accurate Quotes – Vendors must provide detailed, clear, and accurate pricing estimates before commencing work. Any changes must be communicated to and approved by the client before implementation.

  • Meeting Agreed-Upon Deadlines – Vendors must complete work within the agreed-upon timeline and notify both The Nicest Space and the client of any unforeseen delays.

  • Using Quality Materials & Workmanship – Vendors must use appropriate, high-quality materials and ensure that work is completed in a professional manner.

  • Correcting Deficiencies – If a vendor's work does not meet professional standards or client expectations, the vendor agrees to promptly correct any defects or deficiencies at no additional cost to the client (unless caused by a client’s requested changes).

• Client Communication & Conduct: Vendors must conduct themselves professionally and courteously in all interactions with clients, The Nicest Space, and third parties. Specifically, vendors must:

  • Respond to Client Inquiries Promptly – Vendors must communicate in a timely and professional manner, keeping clients informed of progress, changes, or issues.

  • Maintain Confidentiality – Vendors may not disclose client information, project details, or business practices of The Nicest Space to third parties without prior written consent.

  • Avoid Misrepresentation – Vendors must accurately represent their qualifications, services, and pricing and must not engage in false or misleading advertising.

• Subcontractor Responsibility: If a vendor engages subcontractors, they are fully responsible for ensuring that subcontractors:

  • Meet all licensing, insurance, and safety requirements.

  • Adhere to all contractual obligations agreed upon with the client.

  • Perform work to the same high standards required under this Agreement. The vendor assumes full liability for subcontractor actions, delays, and work quality.

• Dispute Resolution with Clients: Vendors agree to make good faith efforts to resolve disputes directly with clients. If a dispute cannot be resolved, The Nicest Space may, at its discretion, assist in facilitating discussions but is not responsible for dispute resolution or financial settlements between vendors and clients.

4. PAYMENT TERMS & COMMISSIONS

For vendor engagements where The Nicest Space facilitates client referrals, vendors agree to one of the following payment structures:

• Client Direct Payment Model: The Nicest Space sources vendors and presents quotes to the client. Once the client selects a vendor, the vendor issues the quote directly to the client, and the client pays the vendor in accordance with the vendor’s terms. The Nicest Space does not process vendor payments under this model.

• Commission Model: In cases where The Nicest Space negotiates a service fee to be included in the vendor’s quote, the vendor agrees to remit a commission (typically 10%) to The Nicest Space upon successful payment from the client. This amount is due within seven (7) days of receiving client payment.

Failure to remit agreed commissions or fees in a timely manner may result in legal action, penalties, or exclusion from future projects.

5. NON-SOLICITATION & CLIENT PROTECTION

Vendors acknowledge that The Nicest Space has invested time and resources in developing client relationships and vendor partnerships. To protect these business interests, vendors agree that they shall not, directly or indirectly, solicit, contract with, or provide services to any client introduced by The Nicest Space outside of engagements arranged through The Nicest Space for a period of twelve (12) months from the date of introduction. This restriction applies regardless of whether the vendor was first introduced to the client by The Nicest Space or had prior knowledge of the client before the introduction.

Vendors further agree not to encourage, induce, or otherwise facilitate any third party, including their employees, agents, subcontractors, or affiliated businesses, to solicit or provide services to any client referred by The Nicest Space within the restricted period. Vendors also acknowledge that they may not enter into any separate agreements or side arrangements with The Nicest Space’s clients that would bypass or circumvent The Nicest Space’s role in the engagement, including offering direct discounts, alternative quotes, or additional services outside of the agreed terms with The Nicest Space.

If a vendor violates this non-solicitation provision, they agree to pay liquidated damages in an amount equal to 10% of the total contract value of the unauthorized engagement or $5,000, whichever is greater. The Nicest Space reserves the right to seek additional legal remedies, including injunctive relief, to prevent further violations. This provision does not prohibit vendors from working with a client after the expiration of the twelve-month period, provided that the engagement was not solicited or facilitated in violation of these terms.

By accepting referrals from The Nicest Space, vendors acknowledge that this non-solicitation provision is a reasonable and necessary business protection, and they agree to abide by its terms. Vendors understand that any breach of this provision may result in immediate termination of their relationship with The Nicest Space, removal from future project opportunities, and legal action to recover damages.

6. INSURANCE & LIABILITY

Vendors must maintain general liability insurance, workers' compensation (if required by law), and any other applicable insurance for the duration of their engagement with The Nicest Space. Vendors assume full liability for damages, injuries, or losses resulting from their work. The Nicest Space shall not be held liable for any claims arising from vendor actions, negligence, or service failures. Vendors must provide proof of insurance upon request.

7.  WARRANTIES & SERVICE GUARANTEES

Vendors must provide truthful and accurate descriptions of their services and must honor any warranties or guarantees offered. Vendors agree to promptly address defects, issues, or service failures and to make reasonable efforts to correct any deficiencies. Any misrepresentation or failure to meet service standards may result in termination of the vendor relationship.

8. DISPUTE RESOLUTION

All disputes between The Nicest Space and the Vendor shall first be attempted to be resolved through good faith negotiations within thirty (30) days. Either party may initiate negotiations by providing written notice of the dispute to the other party, outlining the nature of the dispute and the requested resolution.

If the dispute is not resolved, the parties agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association (AAA) in Bellevue, Washington. The arbitration shall be conducted in English, before a single arbitrator, and on an individual basis with no class action permitted.

Notwithstanding the above, either party may seek injunctive relief or equitable remedies in a court of competent jurisdiction for matters involving intellectual property rights, confidentiality breaches, or non-solicitation violations.

Each party shall bear its own costs associated with arbitration, except where the arbitrator determines that one party has acted in bad faith, in which case the arbitrator may award costs and fees as appropriate.

 

9. CONFIDENTIALITY & NON-DISCLOSURE

Vendors acknowledge that they may have access to confidential business information regarding The Nicest Space, its clients, and its vendors. Vendors agree to keep all such information strictly confidential and not to disclose, share, or use it for any purpose outside the scope of the engagement. A breach of this provision may result in legal action for damages and/or injunctive relief. Confidentiality does not apply to information that:

• Is already publicly available.

• Must be disclosed by law or a legal process.

10. TERMINATION OF VENDOR RELATIONSHIP

The Nicest Space may immediately terminate a vendor’s relationship if they fail to meet service standards, solicit clients in violation of these terms, breach confidentiality obligations, engage in unethical practices, or violate any applicable law. Termination does not waive any liability for prior breaches or outstanding payments owed.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by law, The Nicest Space shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of business opportunities, reputational harm, or project delays arising out of or related to the vendor’s performance, non-performance, negligence, breach of contract, or any other act or omission. Vendors acknowledge that The Nicest Space is a facilitator of vendor-client relationships and does not control, direct, or supervise vendor work. As such, The Nicest Space is not liable for any property damage, bodily injury, financial losses, or legal disputes that arise between vendors and clients or third parties.

The Nicest Space’s total liability under this Agreement, whether arising in contract, tort (including negligence), equity, statutory duty, or otherwise, shall be strictly limited to the amount of fees received by The Nicest Space from the vendor within the twelve (12) months preceding the event giving rise to the claim or $100, whichever is lower. The Nicest Space shall not be responsible for any claims arising from a vendor’s failure to obtain proper licensing, non-compliance with safety regulations, use of defective materials, or any third-party contractual disputes. Vendors agree to assume full legal and financial responsibility for their work and indemnify The Nicest Space against any claims, damages, legal fees, or losses arising from vendor actions.

Nothing in this Agreement shall exclude or limit liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Washington state law. If any provision of this limitation of liability clause is found to be unenforceable under applicable law, the remainder of this clause shall still be enforceable to the maximum extent permitted by law. Vendors expressly waive any claims against The Nicest Space for damages or liabilities that exceed the agreed limitation and acknowledge that these terms are a fair and reasonable allocation of risk given the nature of the services provided.

Vendors agree to indemnify, defend, and hold harmless The Nicest Space from any claims, losses, legal fees, or liabilities arising from vendor actions, service failures, contract disputes, or third-party claims. This includes but is not limited to damages caused by vendor negligence, non-performance, or breaches of law.

12. INTELLECTUAL PROPERTY

Vendors acknowledge that The Nicest Space’s brand, proprietary methods, marketing materials, trade secrets, client lists, and business processes constitute intellectual property that is owned exclusively by The Nicest Space. Vendors shall not use, copy, modify, distribute, or publicly display any materials, branding, documentation, or proprietary processes belonging to The Nicest Space without prior written consent. Vendors further agree that any marketing materials, proposals, or service descriptions provided by The Nicest Space remain its exclusive property and may not be repurposed for the vendor’s own business use or shared with third parties.

Any materials, images, designs, or written content created by a vendor in connection with services provided to The Nicest Space’s clients shall remain the intellectual property of the vendor, unless otherwise agreed in writing. However, vendors grant The Nicest Space a perpetual, royalty-free, non-exclusive license to use, display, and share images, project results, and service descriptions for marketing, promotional, and business development purposes, provided that such use does not misrepresent the vendor’s work or violate confidentiality obligations. Vendors may request removal of such content with a written notice, which The Nicest Space shall reasonably honor, provided it does not interfere with past or ongoing marketing campaigns.

Vendors may not use The Nicest Space’s name, logo, trademarks, or branding for self-promotion, advertising, or public representation without express written permission. Additionally, vendors may not claim affiliation with The Nicest Space beyond their service provider relationship and must not imply an exclusive partnership or endorsement unless explicitly authorized.

Any violation of this clause, including unauthorized use of branding, materials, or business strategies, may result in immediate termination of the vendor relationship and legal action for damages, injunctive relief, and recovery of profits derived from the unauthorized use. Vendors agree that the intellectual property protections in this clause are reasonable and necessary to protect The Nicest Space’s business interests.

13. MISCELLANEOUS

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any disputes arising from or relating to this Agreement shall be resolved exclusively in the courts of King County, Washington, unless subject to binding arbitration as provided herein.

• Modifications: The Nicest Space reserves the right to update, modify, or amend this Agreement at any time. Vendors will be notified of material changes via email or through the vendor portal, and continued engagement with The Nicest Space following such modifications constitutes acceptance of the revised terms. If a vendor does not agree to the updated terms, they must provide written notice of termination and cease all work under this Agreement.

• Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be replaced with a legally valid provision that most closely reflects the original intent of the parties.

• Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to natural disasters, acts of God, government actions, labor strikes, supply chain disruptions, cyberattacks, or power failures. The affected party shall notify the other party as soon as practicable and resume performance as soon as conditions allow. If a force majeure event continues for more than 30 days, either party may terminate this Agreement without penalty.

• Entire Agreement: This Agreement constitutes the entire agreement between The Nicest Space and the vendor, superseding all prior written or verbal agreements, understandings, negotiations, and representations regarding the subject matter herein. No oral modifications or additional terms shall be valid unless agreed to in writing by both parties.

• No Waiver: Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other rights under this Agreement. A waiver shall only be effective if made in writing and signed by an authorized representative of the waiving party.

• Assignment: Vendors may not assign, delegate, or transfer their rights or obligations under this Agreement without the prior written consent of The Nicest Space. The Nicest Space may freely assign its rights and obligations under this Agreement, provided that the vendor’s rights are not materially affected.

• Survival: Any provisions that by their nature should survive termination or expiration of this Agreement shall do so, including but not limited to Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, and Limitation of Liability.

 

By engaging with The Nicest Space, vendors acknowledge that they have read, understood, and agreed to these Terms and Conditions in their entirety.