1.1 Advice: the result of the work by the interior designer.
1.2 Conditions: general conditions between interior designer and client.
1.3 Documents: media in any form, provided by the client or the interior designer.
1.4 Interior designer: the (legal) person who accepts the assignment and is commissioned by the principal activities in the field of interior design, interior styling and interior advice.
1.5 Object: the product of material nature created in the course of the project
1.6 Assignment: the agreement negotiated between client and interior designer.
1.7 Client: the natural or legal person who issued the order to the interior designer.
1.8 Project: the whole of activities aimed at achieving what the client intends to have done.
1.9 Project: the whole of activities aimed at achieving what the client intends.
1.10 Work: designs, sketches, drawings, plastic works and the like within the meaning of the Copyright Act.
2.1 These terms and conditions apply to any offer, negotiation of a contract and agreement between client and interior designer.
2.2 If one or more provisions in these general terms and conditions are invalid or void, the remaining provisions will continue to apply. In that case, the client and the interior designer consult to replace the void or invalid provisions by new provisions. These new provisions will match as much as possible with the invalid or unenforceable part of the terms and conditions.
2.3 If one or more provisions of these terms and conditions are unclear, then explanation must be given „in the spirit” of these provisions.
2.4 If a situation arises that is not covered by these terms, this situation should be judged „in the spirit’ of these terms and conditions.
2.5 The terms and conditions of the client are expressly excluded.
2.6 The terms and conditions can be waived only if agreed upon in writing between the client and interior designer.
2.7 Even if the interior designer does not always require strict compliance with these terms and conditions, the interior designer reserves the right to demand strict compliance with the provisions of these terms and conditions in other cases.
3.1 All offers and quotations from the interior designer are without obligation, unless a period for acceptance has been included. In that case the offer will expire after this period.
3.2 The interior designer cannot be bound to his / her offer, if the offer or any part thereof, contains an obvious mistake or error.
3.3 The prices stated in an offer are exclusive of VAT and other government levies, unless stated otherwise.
3.4 The prices stated in an offer are exclusive of costs, including travel and accommodation, shipping and administration costs, unless stated otherwise.
3.5 If acceptance of the offer differs from the offer included in the contract, the interior designer is not bound by this. The assignment is only concluded in accordance with this deviating acceptance if the interior designer indicates this.
3.6 A compound quotation does not oblige the interior designer to perform part of the assignment against a corresponding part of the stated price.
4. The contract
4.1 The contract includes what the client and interior designer agreed upon.
4.2 Before the assignment is concluded, the client and interior designer consult as far as possible and relevant about:
- the content and scope of the work to be performed;
- the provision of a list of requirements and when that will be provided;
- the timetable within which the interior designer performs the work;
- a payment schedule;
- an estimate of the fee and the additional costs, not including VAT;
- in which way and how often information transfer and consultation between client and interior designer takes place;
- how to deal with subjects that cannot yet be determined at the time of the conclusion of the agreement (this includes, among other things, additional and / or less work).
4.3 The contract is concluded by the written confirmation by the client.
4.4 The client and interior designer free existence and prove the contents of the contract by other means.
4.5 The contract is for an indefinite period, unless it arises from the nature or scope of the contract was entered into for some time.
4.6 The interior designer determines the way in which and by whom the assignment will be carried out.
4.7 Assignments to third parties in the context of the realization of the object are issued by or on behalf of the client. The client can appoint the interior designer to act as the client’s authorized representative. Engaging these third parties is at the expense and risk of the client.
4.8 If it appears that the appointment of one or more other (third-party) advisers is necessary for the proper realization of the project, the client will only proceed with this after consultation with the interior designer.
4.9 If the interior designer or third party engaged by the interior designer performs work at the client’s location, the client shall provide the facilities reasonably required by this person or persons. The costs of this are at the expense of the client. This also applies if the work is performed at a location designated by the client.
4.10 If it appears during the execution of the assignment that it is necessary for the proper execution of the assignment to adjust the assignment, the parties will consult with each other about this. Parties take each other’s legitimate interests into account 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 schedule of requirements;
– the client requires changes or variants of work that has already been approved;
– extra work during the execution of the assignment appears to be necessary.
4.12 If the consultation as referred to in 4.10 leads to an adjustment of the assignment, the parties then act as described in articles 4.1 up to and including 4.3.
4.13 If the client wishes to interrupt the assignment, he is obliged to communicate this in writing to the interior designer, stating the grounds. The parties will then consult to discuss the consequences. If the interior designer suffers damage as a result, the client is obliged to compensate that damage. The interior designer is obliged to limit the damage as much as possible.
5. Obligations of the interior designer
5.1 The interior designer assumes an effort obligation by accepting the assignment. The interior designer will execute the assignment well and carefully, assist the client and perform his / her services to the best of his knowledge and knowledge.
5.2 The interior designer is obliged to treat all client data 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, if necessary.
5.4 The interior designer takes into account relevant and legal regulations, as well as professional and behavioral rules, when carrying out the assignment.
5.5 The assignment is carried out according to the agreed timetable. However, this period or periods are not strict deadlines, unless agreed otherwise.
5.6 The interior designer informs the client which person or persons are authorized to represent the interior designer or to perform work because this is desirable for an optimal execution of the assignment.
6. Obligations of the client
6.1 The client is obliged to treat all data from the interior designer confidentially, insofar as the client knows or can or should know that this data is confidential.
6.2 The client is obliged to make all data and information required for the execution of the assignment available to the interior designer in a timely manner. He is responsible for the accuracy of the information provided. If this is not or not timely met, the interior designer is entitled to suspend the assignment and / or to charge for all costs resulting from the delay.
6.3 The client will timely review all documents that the interior designer produces, and check for accuracy.
6.4 The client is obliged to warn the interior designer if he has found a shortcoming in the recommendations or must have been aware of this.
6.5 The client notifies the interior designer of a shortcoming as soon as possible, but no later than ten working days after receipt of the advice.
6.6 The client makes the payments due to the interior designer at the latest at the agreed or indicated times.
6.7 The client indemnifies the interior designer or persons engaged by the interior designer against claims from third parties arising from the applications or the use of the result of the assignment. Should the interior designer nevertheless be approached 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 him in this case. If the client fails to do this, the interior designer is entitled to do this himself. All costs that the interior designer incurs as a result are for the account of the client.
6.8 The client remains responsible at all times for the choices and applications of the advice given by the interior designer.
7.1 The interior designer is liable towards the client for damage that the client directly suffers 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 repaired the consequences of the shortcoming or has not recovered them in time.
7.2 The direct damage does not in any case include: business damage, loss of production, turnover and loss of profit, additional costs for the realization of the work for which the order was issued that would have been included in the costs if the order were to be good from the start executed.
7.3 If the client is of the opinion that the interior designer has failed to meet his / her obligations, he will hold this liable in writing and will give the opportunity to rectify the shortcoming (s) at his own expense.
7.4 If the interior designer is liable according to Article 7.1, the direct damage suffered by the client must be compensated.
7.5 The damage to be compensated by the interior designer is limited per order to the amount of the agreed fee, excluding VAT. If the interior designer has a liability insurance that covers the damage, then the damage to be compensated is limited to the amount paid out under this insurance, plus the amount of the deductible.
7.6 The legal claim on account of a culpable shortcoming is not admissible if the client does not protest with reasonable urgency after he has discovered the shortcoming or should have reasonably discovered it, in writing and with reasons stating this to the interior designer.
7.7 The legal claim on account of a culpable shortcoming expires after two years after a written protest has been made regarding a culpable shortcoming.
7.8 The legal claim based on a culpable shortcoming is inadmissible if it is instituted later than five years from the day on which the assignment was terminated by completion, cancellation or dissolution.
7.9 Any liability of the interior designer expires after five years from the day on which the assignment was terminated by completion, cancellation or dissolution.
7.10 If the client is a consumer, the provisions on liability also apply, unless the provisions can be regarded as unreasonably onerous.
8. Termination of the contract and the consequences
8.1 Client and interior designer have the right to cancel the agreement at any time without reason or on the grounds of:
– delay or interruption of the assignment;
– attributable shortcomings of the client or interior designer;
– force majeure;
– financial inability;
– change in legal or cooperation form;
– passing away;
– becoming disabled for a specific person.
8.2 If the delay or interruption of the assignment lasts for such a long time or is of such a nature that it is unreasonable to request fulfillment of the assignment, then the client and interior designer have the right to cancel the assignment on this ground.
8.3 An attributable shortcoming exists if the client or interior designer could and should have avoided that shortcoming; follow the normal rules of attention. With the interior designer there is also an attributable shortcoming if it could have been prevented if the interior designer had the required professional knowledge and resources. If the client or interior designer acts reprehensibly, this will have the same consequences as an attributable shortcoming. The other party of the party on whose side the attributable shortcoming occurs, has the right to cancel the assignment on this ground. If damage is caused by the attributable shortcoming or reprehensible action, the injuring party may claim compensation based on the provisions in Chapter 7.
8.4 Force majeure exists if due to facts or circumstances that cannot be attributed to a party, compliance with the agreement cannot reasonably be expected. There is also force majeure if facts or circumstances occur that are not for the account of the law, legal act or generally accepted opinion. In any case, this is understood to mean: illness (s), strikes, traffic disruptions, fire, bad weather, terror and war. The party on whose side the force majeure occurs is entitled to cancel the assignment.
8.5 Financial inability exists if the client or interior designer has applied for a moratorium on payments or debt restructuring or has been declared bankrupt. If there is financial inability or there are reasons to believe that the other party will not (fully) meet its / its obligations, then the other party may demand a written statement stating that the other party is willing and able to carry out the assignment to continue. If the assignment is continued, the other party has the right to demand sufficient security. If the requested declaration or the required security is not issued within a certain period, the other party has the right to cancel the assignment on this ground.
8.6 A change in legal or cooperation form exists if a party loses its legal personality (as in the case of a merger) or it is decided to dissolve the legal person. If such a situation occurs and the other party derives a reasonable interest from that circumstance, the other party is entitled to cancel the assignment on that ground.
8.7 The assignment does not end due to the death of one of the parties. It does, however, give the other party and the heirs or assigns of the deceased the right to cancel the assignment.
8.8 If the assignment has been entrusted to a specific person and this person becomes unfit for work or dies, this gives the client the authority to cancel the assignment.
8.9 The assignment is canceled in writing, stating the reason (s) of cancellation and the date on which the cancellation takes effect. The cancellation will not take effect until the interior designer has received the message about this. After the cancellation, both parties are obliged to do everything, to leave it behind and to tolerate that it may be asked to do so in view of the other party’s reasonable interests.
8.10 If the assignment is canceled, the client must pay the interior designer:
- a) the fee and the additional costs according to the status of the work at the time of cancellation and
- b) all costs incurred and yet to be incurred, arising from obligations that the stylist had already entered into at the time of cancellation with a view to the further fulfillment of the assignment.
8.11 If the assignment is terminated by the client based on a cause that lies with the client or without cause, then the client is obliged to pay a compensation of 50% of the (remaining) part of the costs that the client would owe for the full amount to fulfill the assignment. This reimbursement is not due if it is canceled on the grounds of death or force majeure.
8.12 If the assignment has been terminated without reasons by the client, or based on reasons that lie with 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 can attach conditions to his permission, including the payment of a fee and the right to see to it that the advice is used according to his intentions.
8.14 If the execution of the object has already been started, the client may also 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 canceled based on a reason caused by the client’s.
8.16 If the assignment is terminated by the interior designer based on a reason that is caused by the stylist or without any reason, then the payment obligation of the client pursuant to Article 8.10 does not extend beyond the extent that the work and costs can be useful to the client. In addition, the client may deduct 50% from the amount that he is required to pay to the stylist. The above does not apply in the event of termination due to force majeure or death.
8.17 If the interior designer has canceled the assignment without reason or on reason that is caused by the stylist, the client may use the advice (or have it used) without the consent of the interior designer, unless reasonable interests of the interior designer dictate otherwise. A compensation for copyright is not due in that case.
8.18 The provisions of 8.16 and 8.17 also apply if the client has canceled on a reasons caused by the interior designer.
8.19 Termination of contract on grounds other than those mentioned in section 8 of these conditions is not possible unless the customer is a consumer. The provisions in chapter 8 of the consequences of withdrawal in that case also apply to the legal dissolution.
9. Ownership and copyright of the interior designer
9.1 All intellectual property rights arising from the assignment, including the patent right, the design right and the copyright, belong to the interior designer. If such a right can only be obtained through a deposit or registration, then only the interior designer is authorized to do so.
9.2 The interior designer has the exclusive right to disclose, implement and reproduce his / her designs, drawings, sketches, photos and all other images of his design, models and all other objects or media, which form an image or representation of his / her design or which are referred to in the Copyright Act, in the Uniform Benelux Act on Drawings and Models or in other intellectual laws and regulations.
9.3 Documents created by the interior designer in the context of the assignment become the property of the client after the client has fulfilled his financial obligations towards the interior designer. The documents may be used in compliance with intellectual property law.
9.4 Even after the interior designer has given permission for the realization, publication or reproduction of his work, he retains the following rights:
- to oppose disclosure of the work without stating his / her name;
- to resist a change in the work;
- to resist any malformation, mutilation or other damage to the work that could harm the honor or good name of the maker or his / her value in this capacity.
9.5 The interior designer has the exclusive right to take and multiply the interior and exterior of an object realized according to his design. However, the interior designer needs permission from the client to make public the images that show the interior of the object after it has been used.
9.6 The interior designer may repeat his / her advice after consultation with the previous client and as long as the interests of a previous client do not dictate otherwise.
9.7 The client may only use the advice again with written permission from the interior designer. In that case, consultancy costs will be determined upon agreement, taking into account the reimbursement for copyright.
10. Financial provisions
10.1 The fee is the compensation that the interior designer is entitled to for the work delivered, excluding the sales tax.
10.2 Additional costs include travel and accommodation costs incurred, administration costs, costs of engaging third parties and unforeseen costs.
10.3 The parties lay down in the agreement how the interior designer’s fee and any additional costs are arranged. This can be on the basis of the time spent by the interior designer at an agreed hourly rate, a fixed amount or another measure agreed between the parties.
10.4 In addition to the fee, the client owes the additional costs of the interior designer that are made when the assignment is fulfilled. The client must reimburse these costs separately, unless the parties have agreed otherwise.
10.5 If the interior designer agrees a fixed fee or fixed price with the client, the interior designer is entitled at all times to increase this fee or price, if that increase results from a power or obligation as a result of legislation or regulations or its cause is an increase in the price of raw materials, wages or other grounds that were not reasonably foreseeable when entering into the agreement.
10.6 For changes that the interior designer must carry out that are not due to an attributable shortcoming, the client owes separate costs. Also changes as mentioned in clause 4.10 or 4.12 that lead to a change in the work of the interior designer, lead to a review of the costs in consultation.
10.7 If the assignment is delayed or interrupted and this is not due to the interior designer, the client is obliged to compensate the interior designer for the fee and the additional costs calculated according to the status of the work.
10.8 The interior designer invoices 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 as soon as the work has been completed or the agreement has been canceled.
10.10 The invoice of the interior designer is specified. At the client’s request, the invoice will be provided with the necessary supporting documents.
10.11 The client pays the invoice within 14 days after sending that invoice, unless agreed otherwise.
10.12 If the client does not pay on time, and this is not attributable to the interior designer, he is in default without requiring any further notice. The interior designer has the right to charge the statutory interest rate on the unpaid amount from the day on which the payment term has expired.
10.13 If the client does not pay an invoice on time, the interior designer is entitled to suspend the execution of the assignment, provided that the client is given written notice to pay within seven days and that payment has not been received.
10.14 For the determination of what the client owes to the interior designer by virtue of the assignments given to the interior designer and / or the general terms and conditions, the accounting / administration of the interior designer is decisive, unless the client can provide contrary evidence.
10.15 All costs incurred by the interior designer to get the invoice reimbursed, both judicial and extrajudicial, shall 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 A difference of opinion between client and interior designer is resolved as much as possible in mutual consultation or through mediation. If this does not lead to a solution, the competent Dutch court will decide disputes.
12. Processing of Personal Data
12.1 Insofar as during the performance of work within the framework of the services provided by Inside Creations personal data of counterparty are processed, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Regulation. Inside Creations refers to the Privacy Statement for further information.
12.2 In addition to the previous paragraph 1, Inside Creations also notes that appropriate technical and organizational measures will be taken to protect the personal data processed by the other party against loss or any other form of unlawful processing, taking into account the current state of affairs, the technique and nature of the processing.