CONTENTS
1. Agreement, quotation and confirmation
2. The execution of the agreement
3. Involving third parties
4. Intellectual property rights and proprietary rights
5. Use and License
6. Fees and additional costs
7. Payment
8. Termination and cancellation of the agreement
9 Delay in the execution of the order
10. Deviations from design
11. Ownership and copyrights
12. Liability
13. Other provisions
14. Force Majeure
15. Dissolution
16. Applicable law and dispute resolution
1. Agreement, quotation and confirmation
•1.1 These general terms and conditions apply to all quotations and order confirmations relating to services provided by the interior architect, deliveries of goods by the interior architect and all other agreements concluded with the interior architect, all in accordance with the information stated on the quotation or order confirmation, unless otherwise stated or the parties expressly deviate from these terms and conditions.
•1.2 Quotations from the interior architect are entirely without obligation and can be revoked until the interior architect has confirmed the order.
•1.3 An order, which describes the interior architect's services and activities, will be confirmed in writing by the interior architect and signed for approval by the client. Verbal agreements and stipulations are only binding after they have been confirmed in writing by the interior architect.
•1.5 The provisions of paragraph 3 of this article shall not affect the possibility for either party to prove the conclusion of the order by other means.
•1.6 If neither party has confirmed the order in writing, or the order confirmation has not yet been signed for approval by the client, and the client nevertheless agrees that the interior architect can commence the execution of the order, the client is deemed to have placed the order in accordance with the quotation.
•1.7 Quotes are non-binding and valid for two months, unless otherwise stated. Price quotes may be subject to change due to unforeseen changes in the work. Prices exclude VAT and other government levies. The rates and offers listed do not automatically apply to future orders.
•1.8 If the client wishes to simultaneously award the same assignment to parties other than this contractor, or has already previously awarded the assignment to another party, he must inform the contractor of this, stating the names of these other parties.
2. The execution of the agreement
•2.1 The contractor will endeavor to carry out the assignment carefully and independently, to serve the client's interests to the best of his or her knowledge, and to strive for a result that is useful to the client. As necessary, the contractor will keep the client informed of the progress of the work.
•2.2 The client is obliged to do everything that is reasonably necessary or desirable to enable timely and correct delivery by the contractor, in particular by providing (or having provided) complete, proper and clear data or materials in a timely manner.
•2.3 A period specified by the contractor for completing the design
•is indicative, unless the nature or content of the agreement indicates otherwise.
•In the event that the specified term is exceeded, the client must notify the contractor in writing of the default.
•2.4 Unless otherwise agreed, conducting tests, applying for permits and assessing whether the client's instructions comply with legal or quality standards are not part of the contractor's assignment.
•2.5 Before commencing production, reproduction, or publication, the parties must provide each other with the opportunity to review and approve the final models, prototypes, or proofs of the design. If the contractor, whether or not on behalf of the client, issues orders or instructions to production companies or other third parties, the client must confirm their aforementioned approval in writing at the contractor's request.
•2.6 Complaints must be communicated to the contractor in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have fully accepted the result of the assignment.
•2.2 The client shall provide all information in a timely manner and shall make all decisions necessary for the proper execution of the assignment in a timely manner.
•2.3 The client shall not give any assignments, orders or instructions regarding the project to third parties without informing the interior architect.
3. Involving third parties
•3.1 Unless otherwise agreed, assignments to third parties, in the context of the creation of the design, are issued by or on behalf of the client. At the client's request, the contractor may act as an authorized representative, at the client's expense and risk. The parties may agree on a fee for this.
•3.2 If the contractor prepares an estimate for third-party costs at the client's request, this estimate will be indicative only. If desired, the contractor may request quotes on the client's behalf.
•3.3 If, in the performance of the assignment, the contractor, in accordance with an express agreement, purchases goods or services from third parties for its own account and risk, after which these goods or services are passed on to the client, then the provisions of the general terms and conditions of the supplier with regard to the quality, quantity, nature and delivery of these goods or services will also apply to the client.
4. Intellectual property rights and proprietary rights
4.1 Unless otherwise agreed, all intellectual property rights arising from the assignment - including patent rights, design rights and the
•copyright - to the contractor. Insofar as such a right has only been obtained
•can be done by means of a deposit or registration, only the contractor is authorised to do so.
•4.2 Unless otherwise agreed, the assignment does not include conducting research into the existence of rights, including patent rights, trademark rights, drawing or model rights, copyrights or portrait rights.
•from third parties. The same applies to any investigation into the feasibility of such forms of protection for the client.
•4.3 Unless the work is not suitable for this, the contractor is at all times entitled to mention or remove his/her name on or near the work and the client is not permitted to publish or reproduce the work without mentioning the contractor's name without prior permission.
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•4.4 Unless otherwise agreed, the working drawings, illustrations, prototypes, models, molds, designs, design sketches, films and other materials or (electronic) files created by the contractor in the context of the assignment remain the property of the contractor, regardless of whether they have been provided to the client or to third parties.
•4.5 After completion of the assignment, neither the client nor the contractor has any obligation to retain the materials and data used.
5. Use and License
•5.1 Upon full compliance with the client's obligations under the agreement with the contractor, the client will obtain an exclusive license to use the design, insofar as this concerns the right of publication and reproduction, in accordance with the purpose agreed upon in the assignment. If no such purpose has been agreed upon, the license will be limited to the use of the design for which firm intentions existed at the time the assignment was placed. These intentions must have been demonstrably communicated to the contractor before the agreement was concluded.
•5.2 Without the written permission of the contractor, the client is not entitled to use the design more widely or in a different manner than agreed. In the event of broader or different use not agreed upon, including modification, mutilation, or impairment of the preliminary or final design, the contractor is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or a compensation that is reasonably and fairly proportionate to the infringement committed, without prejudice to the contractor's right to claim compensation for the actual damages suffered.
continued 5.>
- •5.3 The client is no longer permitted to use the results made available and to make any use of them within the framework of
•the license granted to the client expires:
•a. from the moment that the client does not (fully) fulfil his (payment) obligations under the agreement or is otherwise in default, unless the client's failure is of minor importance in light of the entire assignment;
•b. if the assignment is terminated prematurely for any reason whatsoever, unless the consequences thereof are contrary to reasonableness and fairness.
•5.4 The contractor has the freedom to use the design for his own publicity or promotion, taking into account the interests of the client.
6. Fees and additional costs
•6.1 The interior architect's fee can be agreed as follows: (a) as a percentage of the final construction and furnishing sum of the project, plus any additional construction work invoiced by the respective contractor(s); or (b) on the basis of a pre-determined hourly rate; or (c) by agreeing on a fixed amount, exclusive of the VAT owed by the client.
•6.2 The fee referred to in paragraph 1 excludes office expenses, travel and accommodation expenses, printing and plotting costs, consultant fees, costs for supervising the execution of the construction and furnishing, costs of revision drawings, and costs of measuring and drawing existing conditions. These costs will be invoiced to the client separately, itemized as much as possible.
•6.3 A separate fee is due for costs that were unforeseen at the time the assignment was accepted. Fee for amended assignments
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•6.4 The client is required to pay a separate fee for additional work (additional work) carried out by the interior architect as a result of:
•(a) amended (government) regulations or government orders, or
•(b) changes to the design at the request of the client, after the design has been established or approved.
•The interior architect informs the client in good time about the nature of the additional work and the costs involved, unless this is agreed upon by
•circumstances are not possible and performing the additional work does not allow for any postponement or would cause serious delay.
•6.5 If during the execution of the assignment it appears that additional work must be carried out by the interior architect or a third party hired by the interior architect for the proper fulfilment of the assignment, without this being the result of the situations referred to in paragraph 1, the parties will adjust the agreement in mutual consultation.
7. Payment
•7.1 Payments must be made within 30 days of the invoice date, unless otherwise agreed. If the contractor has not received (full) payment after this period, the
•The client is in default and owes interest equal to the statutory interest rate. All costs incurred by the contractor, such as legal costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs, and debt collection agencies, incurred in connection with late payments, will be borne by the client. Extrajudicial costs are set at a minimum of 10% of the invoice amount, with a minimum of EUR 113 excluding VAT.
•7.2 The contractor has the right to charge his fee monthly for work performed and costs incurred for the execution of the assignment.
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•7.3 The client shall make payments owed to the contractor without discount or offset, except for offsetting against any deductible advances related to the agreement that the client has provided to the contractor. The client is not entitled to suspend payment of invoices for work already performed.
•7.4 The client must pay without discount or offset against any counterclaim, whether disputed or not, against the interior architect.
•7.5 Each payment shall always be used to settle, firstly, interest and costs, and secondly, the oldest outstanding invoice, regardless of whether the client indicates with the payment that it relates to a later invoice.
•7.6 All claims of the interior architect become immediately due and payable if the client requests a suspension of payments or debt restructuring as defined in Article 284 et seq. of the Bankruptcy Act, is declared bankrupt, or otherwise experiences payment difficulties. The same applies if the client converts their business to a different legal form, transfers it to a third party, or relocates their business and/or place of residence abroad.
8. Termination and cancellation of the agreement
•8.1 The assignment may be terminated prematurely, without any culpable failure on the part of either party to perform the assignment. This termination must be made by registered letter, stating the reason for termination.
•8.2 In the event of interim termination of the assignment by the client without any culpable failure to perform the assignment by the interior architect, as well as in the event of interim termination by the interior architect due to culpable actions of the client, the interior architect is entitled to claim:
•(a) 125% of the fee, calculated on the basis of the status of the work at the time of termination;
•(b) the reimbursement of all costs incurred and yet to be incurred, arising from the obligations that the interior architect has already entered into at the time of termination with a view to fulfilling the assignment.
•8.4 Both the contractor and the client have the right to immediately terminate the agreement in whole or in part in the event of bankruptcy or (provisional) suspension of payments of the other party. In the event of bankruptcy of the client, the contractor has the right to terminate the granted right of use, unless the consequences of doing so would be contrary to reasonableness and fairness.
9. Delay in the execution of the order
If the completion of the assignment is delayed or interrupted due to circumstances beyond the control of the interior architect, the client is obligated to pay or reimburse the interior architect for the costs resulting from this delay. To the extent possible, the interior architect will inform the client in a timely manner about the delay and the associated costs.
10. Deviations from design
•Minor deviations between the interior architect's work and the original design cannot constitute grounds for rejection, discount, compensation, or termination of the contract. Deviations that, considering all circumstances, reasonably have no or only a minor impact on the practical value of the design are always considered minor deviations.
11. Ownership and copyrights
•11.1 Originals of drawings, sketches, specifications, budgets, estimates, reports and other documents that the interior architect has produced in the fulfilment of the assignment remain his property, regardless of whether they have been made available to the client or to third parties.
•11.2 The interior architect has, to the exclusion of all others, the right to realize, publish, reproduce and repeat his designs, sketches, photographs and all other images of his design, as referred to in the Copyright Act 1912 or the Benelux Act on Drawings and Models, regardless of whether these have been made available to the client or to third parties.
•11.3 The client is not permitted to repeat the execution of a design by the interior architect, or part thereof, without the express permission of the interior architect.
•11.4 The client indemnifies the contractor or persons engaged by the contractor in connection with the assignment against all claims from third parties arising from the applications or use of the results of the assignment.
•11.5 The client indemnifies the contractor against claims relating to
•to intellectual property rights on materials or data provided by the client, which are used in the execution of the assignment.
12. Liability
•12.1 The contractor is not liable for:
•a. errors or deficiencies in the material provided by the client.
•b. misunderstandings, errors or shortcomings with regard to the performance of the agreement if these are caused by actions of the client, such as the failure to provide complete, proper and clear data/materials on time or not at all.
•c. errors or shortcomings of third parties engaged by or on behalf of the client.
•d. defects in quotations from suppliers or for exceeding price quotes from suppliers.
•e. errors or shortcomings in the design or the text/data, if the client has given his approval in accordance with the provisions of Article 2.5, or has been given the opportunity to carry out an inspection and has not made use of this opportunity.
•f. errors or deficiencies in the design or the text/data, if the client has failed to create or have a particular model, prototype or test carried out, and these errors would have been noticeable in such a model, prototype or test.
•g. If certain parts of the project, including structural and
•Installation advice is provided by third parties. The interior architect is not liable for these components or for the actions of these third parties. Such third parties must be contacted independently in such cases.
•i. The interior architect is not liable for indirect damage to the
•client or third parties, including consequential damage and business damage.
•12.2 The Contractor is solely liable for direct damages attributable to it. Direct damages are defined solely as:
•a. reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
•b. any reasonable costs necessary to ensure that the contractor's defective performance complies with the agreement;
•c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions. Liability of the contractor for all other damage than the aforementioned, such as
•indirect damage, including consequential damage, loss of profits, damaged or lost data or materials, or damage due to business stagnation, is excluded.
continued > •12 Liability
•12.3 Except in the case of intent or deliberate recklessness on the part of the contractor or the contractor's management - subordinates excluded -, the contractor's liability for damage arising from an agreement or from an act committed against the client is limited to
•unlawful act limited to the invoice amount relating to the part of the assignment that has been carried out, reduced by the costs incurred by the contractor for engaging third parties, with the understanding that this amount will not exceed EUR 45,000 and in any case at all times limited to a maximum of the amount that the insurer pays to the contractor in the event in question.
•12.4 Any claim for damages will lapse if it is not notified to the interior architect in writing within 14 days of discovering the damage or defect. In any case, any claim for damages will lapse if it is not initiated in court within one year of the date on which the assignment ended by completion or termination.
•12.5 The client is obligated, if reasonably possible, to retain copies of materials and data provided by them until the assignment is completed. If the client fails to do so, the contractor cannot be held liable for any damage that would not have occurred if these copies had existed.
13. Other provisions
•13.1 The client is not permitted to transfer any right arising from an agreement concluded with the contractor to third parties, other than in the event of a transfer of its entire company.
•13.2 The parties are obligated to treat confidentially any facts and circumstances that come to the other party's attention in the context of the assignment. Third parties involved in the execution of the assignment will be bound by the same confidential treatment regarding these facts and circumstances originating from the other party.
•13.3 The headings in these terms and conditions are for ease of reference only and do not form part of these terms and conditions.
•13.4 The agreement between the contractor and the client is governed by Dutch law. The court with jurisdiction over disputes between the contractor and the client is the competent court in the district where the contractor is established, or the legally competent court, at the contractor's discretion.
14. Force Majeure
•14.1 Force majeure is understood to mean any circumstance that permanently or temporarily prevents fulfillment of the assignment and that cannot be attributed to the interior architect. This includes: strikes in companies with which the interior architect has concluded agreements for the benefit of
•the execution of the assignment, a general shortage of the necessary raw materials, unforeseeable stagnation at suppliers, and, insofar as not already included, the event that the interior architect is mentally or physically prevented from properly fulfilling the assignment.
•14.2 The interior architect also has the right to invoke force majeure if the circumstance causing force majeure only occurs after the interior architect should have fulfilled his obligation.
•14.3 In the event of force majeure, the interior architect has the right to suspend their obligations. If the impediment to performance due to force majeure lasts longer than one month, both parties are entitled to terminate the agreement, without either party being liable for damages.
•14.4 If the interior architect has already partially fulfilled his obligations when the force majeure occurs, or can only fulfil his obligations to a limited extent, the
•the interior architect is entitled to invoice this part separately and the client is obliged to pay this invoice.
15. Dissolution
•If, after the conclusion of the agreement, the interior architect becomes aware of circumstances that give good reason to fear that the client will not meet their obligations, the interior architect is entitled to terminate the agreement in whole or in part without judicial intervention and to claim compensation for costs, damages and interest, unless the client offers appropriate security for the fulfilment of their obligations upon first request.
16. Applicable law and dispute resolution
•16.1 Dutch law applies to the assignment and any agreements that may arise from it.
•16.2 All disputes - including those that are considered as such by only one of the parties - that arise between the client and the interior architect or their legal successors or assigns as a result of the assignment or of agreements arising from it, shall be settled, to the exclusion of the ordinary courts, by arbitration in accordance with the Arbitration Rules of the Stichting Arbitrage Instituut Bouwkunst (Arbitration Institute of Architecture Foundation), as amended three months before the date on which the assignment is concluded.
•16.3 If, by a final and binding court judgment, an award of the arbitral tribunal is declared null and void in whole or in part, either party shall have the right to have the dispute, to the extent it remains unresolved, re-settled in accordance with this article. The claim shall lapse if it is brought before the Foundation referred to in paragraph 2 later than three months after the final and binding court judgment. Anyone who participated in the annulled award as arbitrator or secretary shall not be permitted to participate in the re-hearing.