1 Definitions
The following is understood by:
1.1 Advice: the result of the interior designer's work.
1.2 General Terms and Conditions: general terms and conditions interior designer – client.
1.3 Documents: information carriers in any form, provided by the client or the interior designer.
1.4 Interior designer: the (legal) person who accepts the assignment and carries out work on behalf of the client in the field of interior design, interior styling and interior advice.
1.5 Object: the tangible product to be produced within the framework of the project.
1.6 Assignment: the agreement concluded between the client and the interior designer.
1.7 Client: the natural or legal person who has awarded the contract to the interior designer.
1.8 Project: the set of activities aimed at achieving what the client intends.
1.9 Work: texts, designs (2D and 3D), sketches, drawings, plastic works and the like within the meaning of the Copyright Act.
2 General
2.1 These general terms and conditions apply to every offer, negotiation regarding an assignment and assignment between the client and the interior designer.
2.2 If one or more provisions of these general terms and conditions are void or annulled, the remaining provisions will remain in effect. In that case, the client and the interior designer will consult with each other to replace the void or annulled provisions with new provisions. These new provisions will correspond as closely as possible to the void or annulled portion of the general terms and conditions.
2.3 If there is any ambiguity regarding one or more provisions of these general terms and conditions, the interpretation must be in accordance with the spirit of these provisions.
2.4 If a situation arises that is not covered by these terms and conditions, then this situation must be assessed 'in the spirit' of these general terms and conditions.
2.5 The client's terms and conditions are expressly excluded.
2.6 Deviations from the general terms and conditions are only permitted if agreed in writing between the client and the interior designer.
2.7 Even if the interior designer does not always require strict compliance with these conditions, the interior designer reserves the right to demand strict compliance with the provisions of these conditions in other cases.
3 The offer
3.1 All offers and price quotes from the interior designer are non-binding, unless a term for acceptance is included. In that case, the offer expires after this term.
3.2 The interior designer cannot be held to her offer if that offer, or any part thereof, contains an obvious error or typographical error.
3.3 The prices stated in an offer are exclusive of VAT and other levies.
government, unless otherwise stated.
3.4 The prices stated in an offer are exclusive of costs, including travel and accommodation, shipping and administration costs, unless otherwise stated.
3.5 If acceptance of the offer deviates from the proposal included in the offer, the interior designer is not bound by it. The order will only be placed in accordance with this deviating acceptance if the interior designer so indicates.
3.6 A composite quotation does not oblige the interior designer to carry out part of the assignment for a corresponding part of the quoted price.
4. The assignment
4.1 The assignment includes what the client and interior designer have agreed upon.
4.2 Before the assignment is completed, the client and interior designer will consult with each other as far as possible and relevant about:
- the content and scope of the work to be performed;
- the provision of a programme of requirements and when these will be provided;
- the time schedule within which the interior designer carries out the work or discussions;
- a payment schedule;
- an estimate of the fee and additional costs, excluding VAT;
- in what manner and how often information transfer and consultation between client and interior designer takes place;
- how matters that cannot yet be determined at the time the agreement is concluded are dealt with (this includes, but is not limited to, additional or reduced work).
4.3 The order is concluded upon written confirmation by the client.
4.4 The client and interior designer are free to prove the existence and content of the assignment by other means.
4.5 The assignment is entered into for an indefinite period, unless the nature or scope of the assignment implies that it has been entered into for a fixed period.
4.6 The interior designer determines how and by whom the assignment will be carried out. The provisions of Article 7:404 of the Dutch Civil Code and Article 7:407, paragraph 2, of the Dutch Civil Code are excluded.
4.7 Assignments to third parties, in connection with the creation of the project, are issued by or on behalf of the client. The client may appoint the interior designer to act as the client's representative. The engagement of these third parties is at the client's expense and risk.
4.8 If it appears necessary to appoint one or more other (third-party) advisors for the proper realisation of the project, the client will only do so after consultation with the interior designer.
4.9 If the interior designer or third parties engaged by the interior designer perform work at the client's location, the client is responsible for providing the facilities reasonably requested by this person or persons. The client is responsible for the costs of these facilities. This also applies if the work is performed at a location designated by the client.
4.10 If, during the execution of the assignment, it becomes apparent that adjustments are necessary for proper execution of the assignment, the parties will consult with each other about this. The parties will respect each other's legitimate interests in this consultation.
4.11 There is in any case reason to adjust the assignment if:
- relevant changes occur in (government) regulations or decisions;
- relevant changes occur in the original assignment or the programme of requirements;
- the client requests changes or variants to work that has already been approved;
- additional work proves necessary during the execution of the assignment.
4.12 If the consultation referred to in 4.10 leads to an adjustment of the assignment, the parties shall then act as described in Articles 4.1 to 4.3.
4.13 If the client wishes to interrupt the assignment, they are obligated to notify the interior designer in writing, stating the reasons. The parties will then consult with each other to discuss the consequences. If the interior designer suffers any damages as a result, the client is obligated to compensate for those damages. The interior designer is obligated to minimize the damages as much as possible.
5. Obligations of the interior designer
5.1 By accepting the assignment, the interior designer undertakes a best efforts obligation. The interior designer will carry out the assignment properly and carefully, assist the client independently, and perform their services to the best of their ability and knowledge.
5.2 The interior designer is obliged to treat all data of the client confidentially, insofar as the interior designer knows or can or should know that this data is confidential.
5.3 The interior designer will keep the client informed of the progress of the work, to the extent necessary.
5.4 When carrying out the assignment, the interior designer takes into account relevant legal regulations, as well as professional and behavioral rules.
5.5 The assignment will be carried out according to the agreed schedule. However, this or these deadlines are not final, unless otherwise agreed.
5.6 The interior designer informs the client which person or persons are authorized to represent the interior designer or to carry out work, as this is desirable for optimal execution of the assignment.
6. Obligations of the client
6.1 The client is obliged to treat all data of the interior designer confidentially, insofar as the client knows or can or should know that this data is confidential.
6.2 The client is obligated to provide the interior designer with all data and information required for the execution of the assignment in a timely manner. They are responsible for ensuring the accuracy of the information provided. If this is not done or not done in a timely manner, the interior designer is entitled to suspend the assignment and/or charge all costs resulting from the delay.
6.3 The client will review all documents produced by the interior designer in a timely manner and check them for accuracy.
6.4 The client is obliged to warn the interior designer if he has discovered a shortcoming in the advice or should have been aware of it.
6.5 The client shall inform the interior designer of any deficiency as soon as possible, but no later than ten working days after receipt of the advice.
6.6 The client shall make payments due to the interior designer no later than the agreed or specified times.
6.7 The client indemnifies the interior designer or any persons engaged by the interior designer against all third-party claims arising from the application or use of the results of the assignment. Should the interior designer nevertheless be held liable by third parties, the client will assist the interior designer both in and out of court and will do everything that may be expected of them in such a case. If the client fails to do so, the interior designer is entitled to do so themselves. All costs incurred by the interior designer as a result thereof shall be borne by the client.
6.8 The client remains responsible at all times for the choices and applications of the advice provided by the interior designer.
7. Liability
7.1 The interior designer is liable to the client for any damage directly suffered by the client if: a) there is an attributable shortcoming and b) the client has held the interior designer liable in writing and c) the interior designer has not remedied the consequences of the shortcoming or has not remedied them in a timely manner.
7.2 Direct damage does not under any circumstances include: business damage, loss of production, loss of turnover and profit, additional costs for the realization of the work for which the order was placed that would have been included in the costs if the order had been properly executed from the outset.
7.3 Direct damage also does not include: damage caused by structural choices based on the interior design advice, damage caused by ordering furniture or other items in the wrong size based on the interior design advice, and all other additional costs that arise because advice with construction implications was not checked with a contractor, or because advice with dimensions was not checked by the client before an order was placed.
7.4 If the client believes that the interior designer has failed to fulfil his/her obligations, he/she must hold the interior designer liable in writing and give the client the opportunity to rectify the shortcoming(s) at his/her own expense.
7.5 If the interior designer is liable under Article 7.1, the direct damage suffered by the client must be compensated.
7.6 The damages to be compensated by the interior designer are limited per assignment to the amount of the agreed fee, excluding VAT. If the interior designer has liability insurance that covers the damages, the damages to be compensated are limited to the amount of the payment from this insurance, plus the deductible.
7.7 Any claim based on an attributable shortcoming will be inadmissible if the client does not, as soon as possible after discovering the shortcoming or when he reasonably should have discovered it, lodge a written and reasoned protest with the interior designer.
7.8 Any legal action based on an attributable shortcoming will lapse two years after a written protest has been lodged regarding an attributable shortcoming.
7.9 Any action based on an attributable shortcoming will not be admissible if it is instituted later than five years from the date on which the assignment ended by completion, termination or dissolution.
7.10 Any liability of the interior designer expires after five years from the date on which the assignment ended by completion, termination or dissolution.
7.11 If the client is a consumer, the provisions regarding liability also apply, unless the provision can be considered unreasonably onerous.
8. Termination of the assignment and the consequences
8.1 The Client and Interior Designer have the right to terminate the agreement at any time without reason or on the grounds of:
- delay or interruption of the order;
- attributable shortcomings of the client or interior designer;
- force majeur;
- financial inability;
- change of legal or partnership form; – death;
- disability of a particular person.
8.2 If the delay or interruption of the assignment lasts for so long or is of such a nature that it is unreasonable to demand fulfillment of the assignment, the client and interior designer have the right to terminate the assignment on this basis.
8.3 A breach of contract is deemed attributable if the client or interior designer could and should have avoided the breach according to normal due diligence. For the interior designer, a breach of contract is also deemed attributable if it could have been prevented if the interior designer had possessed the necessary expertise and resources. If the client or interior designer acts reprehensibly, this has the same consequences as a breach of contract. The counterparty to the party on whose side the breach of contract occurs has the right to terminate the assignment on this basis. If damage is caused by the breach of contract or reprehensible conduct, the injured party may claim compensation based on the provisions of Chapter 7.
8.4 Force majeure exists if, due to facts or circumstances beyond the control of a party, performance of the agreement cannot reasonably be expected. Force majeure also exists if facts or circumstances arise that are not the party's responsibility according to law, legal act, or generally accepted practice. This includes, but is not limited to: illness(es), strikes, traffic disruptions, fire, severe weather, terrorism, and war. The party experiencing force majeure is entitled to terminate the contract.
8.5 Financial inability exists if the client or interior designer has applied for a suspension of payments or debt restructuring or has been declared bankrupt. If there is financial inability or if there are reasons to believe that the other party will not (fully) fulfill their obligations, the other party may demand a written statement stating that the other party is willing and able to continue the assignment. If the assignment is continued, the other party is entitled to demand sufficient security. If the requested statement or security is not provided within a certain period, the other party is entitled to terminate the assignment on these grounds.
8.6 A change in a legal entity or partnership occurs when a party loses its legal personality (such as in the event of a merger) or if the legal entity is dissolved. If such a situation arises and the other party derives a reasonable interest from this circumstance, the other party is entitled to terminate the assignment on that basis.
8.7 The death of one of the parties does not terminate the assignment. However, it does give the other party and the heirs or legal successors of the deceased the right to cancel the assignment.
8.8 If the assignment has been entrusted to a specific person and that person becomes incapacitated for work or dies, this gives the client the authority to terminate the assignment.
8.9 The assignment must be terminated in writing, stating the reason(s) for termination and the effective date. The termination will not take effect until the interior designer has received notice. After termination, both parties are obligated to do, refrain from, and tolerate everything that may be required of them in view of the other party's reasonable interests.
8.10 If the order is cancelled, the client must pay the interior designer:
a) the fee and additional costs based on the status of the work at the time of termination and
b) all costs incurred and yet to be incurred, arising from obligations that the interior designer has already entered into at the time of termination with a view to the further fulfilment of the assignment.
8.11 If the assignment is terminated by the client for reasons attributable to the client or without any reason, the client is obligated to pay compensation equal to 50% of the (remaining) portion of the costs the client would have owed if the assignment had been fully completed. This compensation is not due if the assignment is terminated due to death or force majeure.
8.12 If the assignment is terminated by the client without reason, or for reasons attributable to the client, the client may only use the interior designer's advice (or have it used) after prior written permission from the interior designer.
8.13 The interior designer may attach conditions to his consent, including the payment of a fee and the right to ensure that the advice is used in accordance with his intentions.
8.14 If construction of the project has already begun, the client may use the advice without the interior designer's permission. The provisions of 8.13 remain applicable.
8.15 The provisions of Articles 8.11, 8.12, 8.13 and 8.14 also apply if the interior designer has terminated the contract on grounds attributable to the client.
8.16 If the interior designer terminates the assignment for reasons attributable to the interior designer or without such grounds, the client's payment obligation under Article 8.10 will not extend beyond the extent that the work and costs could be of benefit to the client. Furthermore, the client may deduct 50% from the amount they are obligated to pay the interior designer. The above does not apply in the event of termination due to force majeure or death.
8.17 If the interior designer terminates the assignment without reason or for a reason attributable to the interior designer, the client may use the advice without the interior designer's permission, unless reasonable interests of the interior designer oppose this. In that case, no copyright fee is due.
8.18 The provisions of 8.16 and 8.17 also apply if the client has cancelled on grounds attributable to the interior designer.
8.19 Termination of an order on grounds other than those stated in Chapter 8 of these general terms and conditions is not possible, unless the client is a consumer. In that case, the provisions in Chapter 8 regarding the consequences of termination also apply to statutory termination.
9. Ownership and copyright of the interior designer
9.1 All intellectual property rights arising from the assignment, including patent rights, design rights, and copyright, belong to the interior designer. If such rights can only be obtained through a filing or registration, then only the interior designer is authorized to do so.
9.2 The interior designer has the exclusive right to publish, realize, and reproduce his/her designs, drawings, sketches, photographs, and all other images of his/her design, models, and all other objects or information carriers that represent or represent his/her design or that are intended in the Copyright Act, the Uniform Benelux Act on Drawings and Models, or other intellectual property laws and regulations.
9.3 Documents created by the interior designer within the scope of the assignment become the property of the client once the client has fulfilled their financial obligations to the interior designer. These documents may be used in accordance with intellectual property laws.
9.4 Even after the interior designer has given permission for the realization, publication or reproduction of her work, she retains the following rights:
- to object to the publication of the work without mention of her name;
- to object to a change in work;
- to oppose any distortion, mutilation or other modification of the work which would be prejudicial to the honour or reputation of the author or its value as such.
9.5 The interior designer has the exclusive right to photograph and reproduce the interior and exterior of an object created according to her design. However, the interior designer requires the client's permission to publish images showing the interior of the object after it has been put into use.
9.6 The interior designer may repeat her advice after consultation with the previous client and as long as the interests of a previous client do not oppose this.
9.7 The client may only reuse the advice with the interior designer's written permission. In that case, the consultancy fee will be determined in consultation, taking into account the copyright fee.
10. Financial provisions
10.1 The fee is the compensation that the interior designer is entitled to for the work performed, excluding VAT.
10.2 Additional costs include, but are not limited to, travel and accommodation expenses, administrative costs, costs of engaging third parties and unforeseen costs.
10.3 The parties will agree in the agreement how the interior designer's fee and any additional costs are arranged. This may be based on the time spent by the interior designer at a pre-agreed hourly rate, a fixed amount, or another standard agreed upon between the parties.
10.4 In addition to the fee, the client is liable for the additional costs incurred by the interior designer in fulfilling the assignment, insofar as these are stated in the quotation.
10.5 If the interior designer agrees a fixed fee or price with the client, the interior designer is at all times entitled to increase this fee or price if that increase results from a power or obligation under law or regulations or is caused by an increase in the price of raw materials, wages or other grounds that were not reasonably foreseeable when entering into the agreement.
10.6 The client is required to pay separate fees for changes the interior designer must implement that are not attributable to an attributable shortcoming. Changes as referred to in clauses 4.10 or 4.12 that alter the interior designer's work will also result in a revision of the costs in consultation.
10.7 If the assignment is delayed or interrupted and this is not attributable to the interior designer, the client is obliged to reimburse the interior designer for the fee and additional costs calculated according to the status of the work.
10.8 The interior designer will invoice the fee and any additional costs according to an agreed payment schedule, or in the absence thereof in monthly installments in proportion to the progress of the work, unless otherwise agreed.
10.9 The interior designer has the right to submit a final invoice once the work has been completed or the agreement has been terminated.
10.10 The interior designer's invoice is itemized. At the client's request, the invoice will be accompanied by the necessary supporting documents.
10.11 The client shall pay the invoice within 15 days after dispatch of that invoice, unless otherwise agreed.
10.12 If the client fails to pay on time, and this is not attributable to the interior designer, they will be in default without further notice of default being required. The interior designer has the right to charge the statutory interest rate on the unpaid amount, starting from the day the payment term expires.
10.13 If the client fails to pay an invoice on time, the interior designer is entitled to suspend the execution of the assignment provided that the client has been notified in writing to pay within seven days and that payment has not been made.
10.14 The interior designer's accounting records are decisive for determining the amount owed by the client to the interior designer under the assignments given to the interior designer and/or the general terms and conditions. This is unless the client provides proof to the contrary.
10.15 All costs incurred by the interior designer to obtain reimbursement for the invoice, both judicial and extrajudicial costs, will be borne by the client.
11. Applicable law and disputes
11.1 Dutch law applies to the assignment between client and interior designer.
11.2 Disagreements between the client and the interior designer will be resolved, as much as possible, through mutual consultation or mediation. If this does not lead to a solution, disputes will be settled by the competent Dutch court.