GENERAL TERMS AND CONDITIONS | Interior Stylists

1. Definitions

1.1 Advice: the result of the interior stylist's work.

1.2 General Terms and Conditions: general terms and conditions interior stylist – client.

1.3 Documents: information carriers in any form, provided by the client or the interior stylist.

1.4 Interior stylist: 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 stylist.

1.7 Client: the natural or legal person who has awarded the contract to the interior stylist.

1.8 Project: the entire set of activities aimed at achieving what the client intends.

1.9 Work: designs, 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 client and interior stylist.

2.2 If one or more provisions of these terms and conditions are void or annulled, the remaining provisions will remain in effect. In that case, the client and the interior stylist 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 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 stylist.

2.7 Even if the interior stylist does not always require strict compliance with these conditions, the interior stylist 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 stylist are non-binding, unless a term for acceptance is included. In that case, the offer expires after this term.

3.2 The interior stylist cannot be held to his/her offer if that offer, or any part thereof, contains an obvious error or typo.

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, shipping and administration costs, unless otherwise stated.

3.5 If acceptance of the offer deviates from the offer included in the offer, the interior stylist is not bound by it. The order will only be placed in accordance with this deviating acceptance if the interior stylist so indicates.

3.6 A composite price quote does not oblige the interior stylist 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 stylist have agreed upon.

4.2 Before the assignment is placed, the client and interior stylist 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 schedule within which the interior stylist carries out the work;
• a payment schedule;
• an estimate of the fee and additional costs, excluding VAT;
• How and how often information is shared and consultations are held between the client and the interior stylist; how issues that cannot yet be determined at the time the agreement is concluded are handled (including, but 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 stylist 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 stylist determines how and by whom the assignment is 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 object, are issued by or on behalf of the client. The client may appoint the interior stylist to act as the client's authorized 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 stylist.

4.9 If the interior stylist or third parties engaged by the interior stylist 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 stylist in writing, stating the reasons. The parties will then consult with each other to discuss the consequences. If the interior stylist suffers any damages as a result, the client is obligated to compensate for those damages. The interior stylist is obligated to minimize the damages as much as possible.

5. Obligations of the interior stylist

5.1 By accepting the assignment, the interior stylist undertakes a best efforts obligation. The interior stylist 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 stylist is obliged to treat all data of the client confidentially, insofar as the interior stylist knows or can or should know that this data is confidential.

5.3 The interior stylist will keep the client informed of the progress of the work, to the extent necessary.

5.4 When carrying out the assignment, the interior stylist takes into account relevant legal regulations, as well as professional and behavioral rules.

5.5 The assignment will be executed according to the agreed schedule. However, this or these deadlines are not final, unless otherwise agreed.

5.6 The interior stylist informs the client which person or persons are authorized to represent the interior stylist 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 stylist 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 stylist with all data and information necessary 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 stylist 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 stylist in a timely manner and check them for accuracy.

6.4 The client is obliged to warn the interior stylist if he has noticed a shortcoming in the advice or should have been aware of it.

6.5 The client shall inform the interior stylist 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 the payments due to the interior stylist no later than the agreed or specified times.

6.7 The client indemnifies the interior stylist or any persons engaged by the interior stylist against all third-party claims arising from the application or use of the results of the assignment. Should the interior stylist nevertheless be held liable by third parties, the client will assist the interior stylist 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 stylist is entitled to do so themselves. All costs incurred by the interior stylist 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 given by the interior stylist.

7. Liability

7.1 The interior stylist is liable to the client for any damage that the client directly suffers if: a) there is an attributable shortcoming and b) the client has held the interior stylist liable in writing and c) the interior stylist 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 If the client believes that the interior stylist has failed to fulfil his/her obligations, he/she will hold the interior stylist liable in writing and give the client the opportunity to rectify the shortcoming(s) at his/her own expense.

7.4 If the interior stylist is liable under Article 7.1, the direct damage suffered by the client must be compensated.

7.5 The damages to be compensated by the interior stylist are limited per assignment to the amount of the agreed-upon fee, excluding VAT. If the interior stylist has liability insurance that covers the damages, the damages to be compensated are limited to the amount of the insurance payout, plus the deductible.

7.6 Any legal action 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 stylist.

7.7 Any legal action based on an attributable shortcoming will lapse one year after a written protest has been lodged regarding an attributable shortcoming.

7.8 Any action based on an attributable failure to perform will not be admissible if it is instituted later than two years from the date on which the assignment ended through completion, termination or dissolution.

7.9 Any liability of the interior stylist expires after two years from the date on which the assignment ended by completion, termination or dissolution.

7.10 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 Either party may terminate the agreement by giving notice, effective immediately if desired. The client is obligated to pay the fee and additional costs for work performed up to the time of termination.

8.2 The client is obliged to pay 50% of the relevant quotation fee if: The written appointment regarding the interior and/or styling advice is cancelled or changed by the client between 24 hours and 12 hours before the start.

8.3 The client is obliged to pay 100% of the fee stated in the quotation if: The written appointment regarding the interior and/or styling advice is cancelled or changed by the client less than 12 hours before the start.

8.4 The assignment will be terminated by a written notice addressed to the interior stylist, which will include at least the reason for the termination and the date on which the termination will take effect.

9. Ownership and copyright of the interior stylist

9.1 All intellectual property rights arising from the assignment, including patent rights, design rights, and copyright, belong to the interior stylist. If such rights can only be obtained through a filing or registration, then only the interior stylist is authorized to do so.

9.2 The interior stylist 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 models and all other objects or information carriers that form an image or representation of his/her design or that are intended in the Copyright Act, the Uniform Benelux Law on Drawings and Models or in other intellectual property laws and regulations.

9.3 Documents created by the interior stylist within the scope of the assignment become the property of the client once the client has fulfilled their financial obligations to the interior stylist. These documents may be used in accordance with intellectual property laws.

9.4 Even after the interior stylist has given permission for the realization, publication or reproduction of his work, he retains the following rights:

 

• to object to the publication of the work without mention of his/her name;
• to object to a change in work;
• to oppose any distortion, mutilation or other modification of the work which could be prejudicial to the honour or reputation of the creator or his/her value in this capacity.

 

9.5 The interior stylist has the exclusive right to photograph and reproduce the interior and exterior of an object created according to their design. However, the interior stylist requires the client's permission to publish images showing the interior of the object after it has been commissioned.

9.6 The client is obligated to execute the project in accordance with the interior stylist's advice and intentions. Deviations from this are permitted only after consultation with the interior stylist. The client will give the interior stylist the opportunity to ensure that the project is executed in accordance with their advice and intentions.

9.7 The interior stylist may repeat his/her advice after consultation with the previous client and as long as the interests of a previous client do not oppose this.

9.8 The client may only reuse the advice with the interior stylist's written permission. In that case, the consultation 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 stylist 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 stylist's fee and any additional costs are arranged. This may be based on the time spent by the interior stylist 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 any additional costs incurred by the interior stylist in fulfilling the assignment. The client must reimburse these costs separately, unless the parties have agreed otherwise.

10.5 If the interior stylist agrees a fixed fee or price with the client, the interior stylist is at all times entitled to increase this fee or price if that increase results from a power or obligation resulting from legislation 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 stylist must make that are not attributable to an attributable shortcoming. Changes as referred to in clauses 4.10 or 4.12 that alter the interior stylist'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 stylist, the client is obliged to reimburse the interior stylist for the fee and additional costs calculated based on the progress of the work.

10.8 The interior stylist 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 stylist has the right to submit a final invoice as soon as the work has been completed or the agreement has been terminated.

10.10 The interior stylist'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 stylist, they will be in default without further notice of default being required. The interior stylist 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 does not pay an invoice on time, the interior stylist is entitled to suspend the execution of the assignment, provided that the client has been reminded in writing to pay within seven days and that payment has not been made.

10.14 The interior stylist's accounting records are decisive for determining the client's obligations to the interior stylist under assignments placed with the interior stylist 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 stylist 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 stylist.

11.2 Disagreements between the client and the interior stylist 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.

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