General Terms and Conditions
General conditions apply to the legal relationship between client and Yvette Steward Interior Design, registered with the Chamber of Commerce in The Hague under number 84228318, located at Zwaanwijck 32 in Rijswijk.
1.1 Advice: the result of the interior designer’s work.
1.2 General conditions: general conditions of Yvette Steward Interior Design, (drawn up by BNS Crisp, Beroepsvereniging Nederlandse Stylisten)
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, on the instructions of the client, performs work in the field of interior design, interior styling, interior advice, purchasing of interiors and project management.
1.5 Object: the product of a material nature to be executed in the context of the project.
1.6 Assignment: the contract that has been concluded between the client and the interior designer.
1.7 Client: the natural or legal person who has commissioned the interior designer.
1.8 Project: the entirety of activities aimed at bringing about that which the client intends.
1.9 Work: designs, sketches, drawings, plastic works and the like within the meaning of the Copyright Act.
2.1 These general conditions apply to every offer, negotiation of an assignment and commission between the client and the interior designer.
2.2 If one or more provisions of these general terms and conditions are invalid or are annulled, the remaining provisions shall continue to apply. In that case, the client and the interior designer will consult to replace the void or voided provisions with new provisions. These new provisions will correspond as closely as possible with the void or voided part of the general conditions.
2.3 If any of the provisions of these General Terms and Conditions are unclear, they must be interpreted ‘in their spirit’.
2.4 If a situation arises that is not regulated in these terms and conditions, this situation must be assessed ‘in the spirit’ of these terms and conditions.
2.5 The terms and conditions of the client are expressly excluded.
2.6 Deviation from the general conditions is only possible if this has been 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 terms, the interior designer retains the right to require, in other cases, strict compliance with the provisions of these terms.
3. The offer
3.1 All offers and quotations by the interior designer are without obligation, unless a period for acceptance is included. In that case, the offer expires after this period.
3.2 The interior designer cannot be held to his/her offer if that offer, or any part of it, contains an apparent mistake or clerical error.
3.3 The prices mentioned in an offer are exclusive of VAT and other government levies, unless stated otherwise.
3.4 The prices mentioned in an offer are exclusive of costs, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
3.5 If acceptance of the offer deviates from the offer included in the offer, the interior designer is not bound by it. The commission will only come about according to this deviating acceptance if the interior designer indicates this.
3.6 A composite quotation does not oblige the interior designer to perform part of the assignment at 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 commission is concluded, the client and the interior designer will consult as far as possible and relevant:
- The content and scope of the work to be performed;
- Providing a program of requirements and when it will be provided;
- The time frame within which the interior designer will perform the work or talks;
- A payment schedule;
- An estimate of the fee and incidental costs, not including VAT;
- In what 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 contract (this includes more/or less work).
4.3 The assignment shall be concluded by its 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 shall be entered into for an indefinite period, unless it follows from the nature or tenor of the assignment that it has been entered into for a definite period.
4.6 The interior designer determines the manner in which and by which persons the assignment is to be carried out. The provisions of Article 7:404 of the Dutch Civil Code and Article 7:407 (2) of the Dutch Civil Code are excluded.
4.7 Assignments to third parties as part of the creation of the object will be made by or on behalf of the client. The client may appoint the interior designer to act as the client’s agent. The client will bear the risk and expense of engaging these third parties.
4.8 If appointing one or more other (third party) consultants is necessary for the proper realization of the project, the client will only do so after consulting with the interior designer.
4.9 If the interior designer or any third party engaged by the interior designer performs work on the client’s premises, the client shall provide the facilities reasonably required by such person or persons. The costs of this are for the client’s account. This also applies if the work is performed at a location designated by the client.
4.10 If, during the performance of the work commissioned, it turns out that the proper performance of the work commissioned requires that the work commissioned be modified, the parties will consult with one another about the matter. The parties will take each other’s justified interests into account in these consultations.
4.11 In any case, there will be cause to adjust the assignment if:
- Relevant changes occur in (government) regulations or orders;
- Relevant changes occur to the original brief or program of requirements;
- Relevant changes occur in the original contract or program vThe client requires changes or variants of work already approved;an requirements;
- Additional work during the execution of the contract proves necessary.
4.12 If the consultation referred to in 4.10 leads to adjustment of the contract, the parties will proceed as described in Articles 4.1 to 4.3.
4.13 If the client wishes to interrupt the assignment, he is obliged to inform the interior designer in writing, stating the reasons. The parties will then enter into consultation 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. 5.1 By accepting the assignment, the interior designer undertakes a best efforts obligation. The interior designer shall carry out the assignment properly and carefully, assist the client independently and perform his/her services to the best of his/her ability and knowledge.of the interior designer
5.2 The interior designer is obliged to treat all data of the client as confidential, insofar as the interior designer knows or can or should know that such data is confidential.
5.3 The interior designer will keep the client informed of the progress of the work as necessary.
5.4 In executing the assignment, the interior designer will take into account relevant and legal regulations, as well as professional and behavioral rules.
5.5 The assignment shall be carried out in accordance with the agreed time schedule. However, this deadline or deadlines shall not be a firm deadline unless otherwise agreed.
5.6 The interior designer shall inform the client of the person or persons authorized to represent the interior designer or to carry out work because it is desirable for the best execution of the assignment.
6. Client's obligations.
6.1 The client is obliged to keep all data of the interior designer confidential, insofar as the client knows or can or should know that such data is confidential.
6.2 The client is obliged to provide the interior designer with all the data and information required for the performance of the assignment on time. The client is responsible for the accuracy of the information provided. If this is not complied with or not complied with on time, the interior designer is entitled to suspend the assignment and/or charge for all costs resulting from the delay.
6.3 The client shall review and check for accuracy all documents produced by the interior designer in a timely manner.
6.4 The client is obliged to warn the interior designer if he has noticed or must have been aware of a shortcoming in the advice.
6.5 The client shall notify the interior designer of any deficiency as soon as possible, but no later than ten working days after receiving the advice.
6.6 The client shall make payments due to the interior designer no later than the times agreed or indicated.
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 use of the results of the assignment. If the interior designer is nevertheless held liable by third parties, the client will assist the interior designer both in and out of court and do everything that may be expected of him in this case. If the client fails to do so, the interior designer is entitled to do so himself. All costs incurred by the interior designer as a result are for the client’s account. Translated with www.DeepL.com/Translator (free version)
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 shall be liable to the client for damage directly suffered by the client if:
- (a) there is a culpable failure and
- (b) the client has held the interior designer liable in writing and
- (c) the Interior Designer has failed to remedy the consequences of the deficiency or to do so in a timely manner.
7.2 Direct damage will in no case include: business interruption, loss of production, loss of turnover and profit, extra costs for the realization of the work for which the order was given that would have been included in the costs if the order had been properly executed from the start.
7.3 If the client believes that the interior designer has failed to meet his/her obligations, he/she shall hold him/her liable in writing and provide an opportunity to remedy such failure(s) at his/her own expense.
7.4 If the interior designer is liable under Article 7.1, the direct damage suffered by the client must be compensated.
7.5 The damage to be compensated by the interior designer for each order is limited to the amount of the agreed fee, excluding VAT. If the interior designer has liability insurance to which the damage is covered, the damage to be compensated is limited to the amount of the payment from this insurance, plus the amount of the excess.
7.6 The legal claim on account of an attributable shortcoming is not admissible if the client does not protest to the interior designer in writing, stating reasons, with due speed after he has discovered the shortcoming or should reasonably have discovered it.
7.7 The legal claim on account of an attributable shortcoming lapses two years after a written protest has been made with regard to an attributable shortcoming.
7.8 The legal action on account of an attributable shortcoming shall not be admissible if it is brought later than five years from the day on which the commission was terminated by completion, cancellation or dissolution.
7.9 Any liability of the interior designer will lapse after five years from the day on which the commission ended through completion, cancellation or dissolution.
7.10 If the client is a consumer, the provisions on liability shall also apply, unless the provisions can be regarded as unreasonably onerous.
8. Cancellation of the assignment and the consequences
8.1 The Client and Interior Designer have the right to terminate the contract at any time without cause or on the basis of:
- Delay or interruption of assignment;
- Culpable shortcomings of the client or interior designer; – Force majeure;
- Financial Inability;
- Change of legal or partnership form; – Death;
- Incapacitation of a particular person.
8.2 If the delay or interruption of the assignment lasts so long or is of such a nature that it is unreasonable to ask for performance of the assignment, the client and interior designer have the right to cancel the assignment on this ground.
8.3 There is a culpable shortcoming if the client or the interior designer could and should have avoided the shortcoming according to the normal rules of due care. There is also a culpable shortcoming in the case of the interior designer if it could have been avoided if the interior designer had possessed the required professional knowledge and resources. If the client or interior designer acts reprehensibly, this has the same consequences as an attributable shortcoming. The other party of the party on whose side the culpable breach occurs has the right to cancel the commission on this ground. If damage occurs as a result of the culpable shortcoming or culpable action, then the party suffering the damage may claim compensation under the provisions of Chapter 7. Translated with www.DeepL.com/Translator (free version)
8.4 There is a question of force majeure if, due to facts or circumstances which cannot be attributed to a party, compliance with the agreement cannot reasonably be required. There is also question of force majeure if facts or circumstances arise which, according to the law, legal act or generally accepted practice, are not for its account. These include in any case: illness (s), strikes, traffic disturbances, fire, storm, terror and war. The party on whose side the force majeure occurs, is entitled to terminate the contract.
8.5 Financial insolvency exists if the client or interior designer has applied for a moratorium or debt restructuring or has been declared bankrupt. If there is financial insolvency or there are reasons to assume that the other party will not be able to meet his/her obligations (in full), the other party can demand a written statement that the other party is willing and able to continue the commission. If the assignment is to be continued, the other party has the right to demand adequate security. If the requested statement or the demanded security are not provided within a certain period, the other party has the right to cancel the commission on this ground.
8.6 An alteration of a legal or collaboration form is involved if a party loses its legal personality (as in the case of a merger) or if it is decided to dissolve the legal person. If such a situation arises and the other party derives a reasonable interest from that circumstance, then the other party is entitled to cancel the commission on that ground.
8.7 The death of one of the parties does not terminate the commission. It does, however, give the other party and the deceased’s heirs or successors in title the right to cancel the commission.
8.8 If the assignment is entrusted to a specific person and this person becomes incapacitated for work or dies, this will give the client the power to terminate the assignment.
8.9 The commission shall be terminated in writing, stating the ground(s) for termination and the date on which the termination takes effect. The termination shall not take effect until after the Interior Designer has received notice thereof. After the termination, both parties are obliged to do, refrain and tolerate everything that may be asked of the other party in view of the reasonable interests of the latter.
8.10 If the assignment is cancelled, the client must pay the interior designer:
- (a) the fee and incidental expenses according to the state of the work at the time of termination and
- (b) all costs incurred and to be incurred, arising from obligations already entered into by the interior designer at the time of cancellation with a view to the continued fulfilment of the commission.
8.11 If the assignment is terminated by the client on a ground that lies with the client or without reason, the client is obliged to pay compensation of 50% of the (remaining) part of the costs that the client would be due if the assignment were fully completed. This fee is not due if the cancellation is based on death or force majeure.
8.12 If the commission has been terminated without reason by the client, or on a ground that lies with the client, the client may only use (or have used) the advice of the interior designer with the prior written consent of the interior designer.
8.13 The interior designer may attach conditions to its consent, including the payment of a fee and the right to ensure that the advice is used according to its intentions.
8.14 If the implementation of the object has already started, the client may also use the advice without the permission of the interior designer. 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 on a ground related to the client.
8.16 If the contract is terminated by the interior designer on a ground that lies with the interior designer or without ground, the client’s payment obligation under Article 8.10 does not extend beyond the extent to which the work and the costs may be of benefit to the client. In addition, the client may deduct 50% from the amount he is obliged to pay the interior designer. The above does not apply in the event of termination on the grounds of force majeure or death.
8.17 If the interior designer has terminated the commission without reason or on a ground that lies with the interior designer, the client may use the advice (or have it used) without permission from the interior designer, unless reasonable interests of the interior designer oppose this. A copyright fee is not due in that case.
8.18 The provisions of 8.16 and 8.17 also apply if the client has terminated on a ground accountable to the interior designer.
8.19 Dissolution of an assignment on grounds other than those mentioned 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 on the consequences of cancellation shall also apply to statutory dissolution.
9. Property and copyright of the interior designer
9.1 All intellectual property rights arising from the commission, including patent rights, design rights and copyright, belong to the interior designer. If such a right can only be obtained through a deposit or registration, 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, 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 to the interior designer. The documents may be used in compliance with intellectual property laws.
9.4 Even after the interior designer has given permission for the creation, publication or reproduction of his work, he retains the following rights:
- To oppose the publication of the work without giving his/her name;
- To oppose a change in work;
- To oppose any disfigurement, mutilation, or other impairment of the work that might cause detriment to the honor or good name of the creator or his/her value in this capacity.
9.5 The interior designer has the exclusive right to take and reproduce photographs of the interior and exterior of an object created according to his design. The interior designer does, however, require permission from the client to publish the pictures showing the interior of the object after it has been put into use.
9.6 The client is obliged to execute the object in accordance with the advice and intentions of the interior designer. Only after consultation with the interior designer can he deviate from this. The client will give the interior designer the opportunity to satisfy himself that the object will be carried out in accordance with his advice and intentions.
9.7 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 oppose it.
9.8 The client may only reuse the advice with the written permission of the interior designer. In this case, consulting fees will be determined in consultation, taking into account the copyright fee.
10. Financial Provisions
10.1 The fee is the compensation to which the interior designer is entitled for the work performed, excluding 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 will specify in the agreement the manner in which the interior designer’s fee and any additional costs are arranged. This may be on the basis of time spent by the interior designer at a previously agreed hourly rate, a fixed amount or another measure agreed between the parties.
10.4 In addition to the fee, the client will owe the interior designer any additional costs incurred in the performance of the assignment. The client must reimburse these costs separately, unless the parties have agreed otherwise.
10.5 If the interior designer has agreed a fixed fee or fixed price with the client, the interior designer is entitled to increase this fee or price at any time if the increase is due to a power or obligation arising from legislation or regulations or caused by an increase in the price of 10. 5 If the interior designer has agreed a fixed fee or fixed price with the client, the interior designer is at all times entitled to increase this fee or price if the increase is due to a power or obligation arising from legislation or regulations or is caused by an increase in the price of raw materials, wages or other grounds that could not reasonably have been foreseen at the time the contract was entered into. raw materials, wages or other grounds that could not reasonably have been foreseen at the time the contract was entered into.
10.6 The client will owe separate costs for changes that the interior designer must carry out that are not due to an attributable shortcoming. Changes as mentioned in clause 4.10 or 4.12 that lead to a change in the work of the interior designer will also lead to a revision 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 reimburse the interior designer for the fee and additional costs calculated according to the state of the work.
10.8 The interior designer will invoice the fee and any additional costs according to an agreed payment schedule, or failing that, 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 is completed or the contract is terminated.
10.10 The invoice of the interior designer shall be 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 14 days of sending that invoice, unless otherwise agreed.
10.12 If the client fails to pay on time, and this is not attributable to the interior designer, he is in default without further notice of default being required. The interior designer has the right to charge the legal interest rate on the unpaid amount starting from the day on which the payment term has expired.
10.13 If the client fails to pay an invoice on time, the interior designer is entitled to suspend the performance 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 bookkeeping/administration of the interior designer is decisive in determining what the client owes the interior designer under the assignments given to the interior designer and/or the general conditions. This is subject to evidence to the contrary by the client.
10.15 All costs incurred by the interior designer to obtain reimbursement of the invoice, both judicial and extrajudicial, will be borne by the client.
11. Applicable law and disputes
11.1 Dutch law applies to the assignment between the client and the interior designer.
11.2 Differences of opinion between the client and the interior designer are resolved as much as possible by mutual consultation or mediation. If this does not lead to a solution, disputes will be decided by the competent Dutch court.