Terms and Conditions

1.1 Advice: the result of the interior designer’s work.

1.2 General Terms and Conditions: the general terms and conditions governing the relationship between the interior designer and the client (drawn up by BNS Crisp, the Professional Association of Dutch Stylists).

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

1.4 Interior Designer: the person or legal entity that accepts an assignment and, on behalf of the client, performs work in the fields of interior design, interior styling, interior consultancy, and coaching.

1.5 Object: a tangible product to be created or executed as part of the project.

1.6 Assignment: the agreement concluded between the client and the interior designer.

1.7 Client: the natural person or legal entity that has commissioned the interior designer.

1.8 Project: the entire scope of activities aimed at realizing the client’s objectives.

1.9 Work: designs, sketches, drawings, three-dimensional works, and similar items as defined under the Copyright Act.

1.10 Coaching Session: discussions designed to help a coachee (or coachees) achieve work-related goals and foster further personal or professional development.

2.1 These general terms and conditions apply to every offer, negotiation regarding an assignment, and assignment between the client and the interior designer.

2.2 If one or more provisions in these general terms and conditions are found to be void or are annulled, the remaining provisions shall remain in full force and effect. In such a case, the client and the interior designer shall consult to replace the void or annulled provisions with new ones. These new provisions shall correspond as closely as possible to the original intent of the void or annulled part of the general terms and conditions.

2.3 Should any ambiguity arise regarding one or more provisions of these general terms and conditions, such provisions shall be interpreted in accordance with their spirit.

2.4 In the event of a situation arising that is not addressed by these terms and conditions, such a situation shall be assessed in accordance with the spirit of these general terms and conditions.

2.5 The client’s own terms and conditions are expressly excluded.

2.6 Any deviation from these general terms and conditions is only valid if agreed upon in writing between the client and the interior designer.

2.7 Even if the interior designer does not always demand strict compliance with these terms and conditions, the interior designer reserves the right to require strict adherence to the provisions herein in other instances.

3.1 All offers and price quotations from the interior designer/coach are non-binding, unless a period for acceptance is specified. In such cases, the offer expires after this period.

3.2 The interior designer/coach cannot be held to an offer if that offer, or any part thereof, contains an obvious error or clerical mistake.

3.3 Prices stated in an offer are exclusive of VAT and other government-imposed levies, unless otherwise indicated.

3.4 Prices stated in an offer are exclusive of expenses - including travel and accommodation costs, shipping costs, and administrative fees—unless otherwise indicated.

3.5 If the acceptance of an offer deviates from the terms set out in the offer itself, the interior designer/coach is not bound by it. The assignment shall only be established in accordance with such a deviating acceptance if the interior designer/coach explicitly agrees to it.

3.6 A composite price quotation does not obligate the interior designer/coach to perform a portion of the assignment for a corresponding fraction of the total quoted price.

4.1 The assignment comprises the scope agreed upon by the client and the interior designer/coach.

4.2 Before the assignment is established, the client and the interior designer/coach shall, insofar as is possible and relevant, consult regarding:
- the content and scope of the work to be performed or the coaching sessions to be held;
- the provision of a programme of requirements and the timeline for its delivery;
- the schedule within which the interior designer/coach will carry out the work or sessions;
- a payment schedule;
- an estimate of the fees and additional costs, excluding VAT;
- the method and frequency of information exchange and consultation between the client and the interior designer/coach;
- the procedure for handling matters that cannot yet be determined at the time the agreement is concluded (including, but not limited to, additional work or reductions in the scope of work).

4.3 The assignment is established upon its written confirmation by the client.

4.4 The client and the interior designer/coach are free to prove the existence and content of the assignment by other means.

4.5 The assignment is entered into for an indefinite period, unless the nature or scope of the assignment implies that it has been entered into for a fixed period.

4.6 The interior designer determines the manner in which, and the persons by whom, the assignment is to be carried out. The provisions of Article 7:404 of the Dutch Civil Code and Article 7:407, paragraph 2, of the Dutch Civil Code are excluded.

4.7 Assignments to third parties in the context of the realization of the project shall be issued by or on behalf of the client. The client may designate the interior designer to act as the client’s authorized representative. Engaging such third parties is at the client’s own expense and risk.

4.8 If the appointment of one or more additional (third-party) consultants proves necessary for the proper realization of the project, the client shall only proceed with such an appointment after consultation with the interior designer.

4.9 If the interior designer or third parties engaged by the interior designer - perform work at the client’s premises, the client shall provide the facilities reasonably required by such person or persons. The costs for these facilities shall be borne by the client. 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 the assignment must be modified to ensure its proper completion, the parties shall consult with one another regarding such changes. In these consultations, the parties shall take each other’s legitimate interests into account.

4.11 In any event, there are grounds for amending the assignment if:
- relevant changes occur in (government) regulations or official decisions;
- relevant changes occur in the original assignment or the programme of requirements;
- the client requests changes to, or variations of, 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 amendment of the assignment, the parties shall subsequently proceed in accordance with the provisions set out in Articles 4.1 through 4.3.

4.13 Should the client wish to suspend the assignment, they are obliged to notify the interior designer of this in writing, stating the reasons. The parties shall then enter into consultation to discuss the consequences. If the interior designer suffers damages as a result, the client is obliged to compensate such damages. The interior designer is obliged to limit the damages as much as possible.

5.1 By accepting the assignment, the interior designer/coach enters into an obligation of effort. The interior designer/coach shall carry out the assignment properly and diligently, provide independent support to the client, and perform their services to the best of their ability and knowledge.

5.2 The interior designer/coach is required to treat all information provided by the client as confidential, insofar as the interior designer/coach knows, or could or should reasonably know, that such information is confidential.

5.3 The interior designer/coach shall keep the client informed of the progress of the work, to the extent necessary.

5.4 In executing the assignment, the interior designer/coach shall take into account relevant legal regulations, as well as professional and ethical codes of conduct.

5.5 The assignment shall be carried out in accordance with the agreed-upon schedule. However, these timeframes are not strict deadlines (i.e., they are not "fatal" terms), unless otherwise agreed.

5.6 The interior designer shall inform the client which person or persons are authorized to represent the interior designer or to perform tasks, where this is deemed desirable for the optimal execution of the assignment.

6.1 The client is obliged to treat all information received from the interior designer/coach as confidential, insofar as the client knows, or ought to know, that such information is confidential.

6.2 The client is obliged to provide the interior designer/coach with all data and information necessary for the execution of the assignment in a timely manner. The client is responsible for the accuracy of the information provided. If this obligation is not met, or not met in a timely manner, the interior designer/coach is entitled to suspend the assignment and/or charge for any costs resulting from the delay.

6.3 The client shall review all documents produced by the interior designer/coach and verify their accuracy in a timely manner.

6.4 The client is obliged to notify the interior designer/coach if they have identified a shortcoming in the advice provided, or if they ought to have been aware of such a shortcoming.

6.5 The client shall inform the interior designer/coach of any shortcoming as soon as possible, and no later than ten working days after receipt of the advice.

6.6 The client shall make any payments due to the interior designer/coach no later than the agreed-upon or specified dates.

6.7 The client shall indemnify the interior designer/coach - as well as any persons engaged by the interior designer - against claims from third parties arising from the application or use of the results of the assignment. Should the interior designer/coach nevertheless face claims from third parties, the client shall assist the interior designer/coach both in and out of court, and shall take all actions that may reasonably be expected of them in such a situation. Should the client fail to do so, the interior designer is entitled to take the necessary action themselves. Any costs incurred by the interior designer as a result shall be borne by the client.

6.8 The client remains at all times responsible for the choices made and the application of the advice provided by the interior designer.

7.1 The interior designer/coach is liable to the client for direct damages suffered by the client if: a) there is an attributable failure to perform; b) the client has held the interior designer liable in writing; and c) the interior designer/coach has failed to remedy the consequences of the failure, or has failed to do so in a timely manner.

7.2 Direct damages shall in no event include: business interruption, loss of production, loss of turnover or profit, or additional costs incurred in the realization of the work - for which the assignment was commissioned - that would have been included in the original costs had the assignment been executed correctly from the outset.

7.3 If the client believes that the interior designer/coach has failed to fulfill their obligations, the client shall hold them liable in writing and provide them with the opportunity to remedy such failure(s) at their own expense.

7.4 If the interior designer/coach is found liable pursuant to Article 7.1, they shall compensate the direct damages suffered by the client.

7.5 The damages to be compensated by the interior designer/coach are limited, per assignment, to the amount of the agreed-upon fee, excluding VAT. If the interior designer/coach holds a liability insurance policy that covers the damages, the compensation shall be limited to the amount paid out under said insurance policy, plus the amount of the applicable deductible (excess). 7.6 A legal claim based on an attributable failure to perform shall be inadmissible if the client fails to lodge a written, substantiated objection with the interior designer/coach with due promptness after discovering - or reasonably ought to have discovered -the failure.

7.7 A legal claim based on an attributable failure to perform shall lapse two years after a written objection regarding such a failure has been lodged.

7.8 A legal claim based on an attributable failure to perform shall be inadmissible if it is brought more than five years after the date on which the engagement ended -whether by completion, termination, or dissolution.

7.9 Any liability of the interior designer/coach shall expire five years from the date on which the engagement ended- whether by completion, termination, or dissolution.

7.10 If the client is a consumer, these provisions regarding liability shall likewise apply, unless any such provision is deemed to be unreasonably onerous.

8.1 The client and the interior designer/coach have the right at any time to terminate the agreement, either without specifying a reason or on the grounds of:
- delay or interruption of the assignment;
- a culpable failure (breach of contract) by the client or the interior designer/coach;
- force majeure;
- financial incapacity;
- a change in the legal structure or the form of cooperation;
- death;
- a specific individual becoming incapacitated for work.

8.2 If a delay or interruption of the assignment lasts for such a duration or is of such a nature that it would be unreasonable to require the continued performance of the assignment, both the client and the interior designer/coach have the right to terminate the assignment on these grounds.

8.3 A failure is considered "culpable" if the client or the interior designer/coach could and should have avoided it by exercising a reasonable standard of care. In the case of the interior designer/coach, a failure is also considered culpable if it could have been avoided had the interior designer/coach possessed the required professional expertise and resources. If the client or the interior designer/coach acts in a blameworthy manner, this carries the same consequences as a culpable failure. The counterparty to the party responsible for the culpable failure has the right to terminate the assignment on these grounds. If damage arises due to a culpable failure or wrongful act, the injured party may claim compensation in accordance with the provisions set out in Chapter 7.

8.4 Force majeure exists when, due to facts or circumstances not attributable to a party, the performance of the agreement cannot reasonably be required. Force majeure also applies if facts or circumstances arise that, under the law, a legal act, or generally accepted standards, are not considered to be at the risk of the party concerned. This includes, in any event: illness, strikes, traffic disruptions, fire, severe weather, acts of terror, and war. The party affected by the force majeure event is entitled to terminate the engagement.

8.5 Financial incapacity exists if the client or the interior designer/coach has applied for a suspension of payments or debt restructuring, or has been declared bankrupt. In the event of financial incapacity, or if there are grounds to believe that the other party will not (fully) fulfill their obligations, the other party may demand a written statement confirming that the party in question is both willing and able to continue with the engagement. If the engagement is to continue, the other party has the right to demand sufficient security. If the requested statement or the required security is not provided within a specified period, the other party has the right to terminate the engagement on these grounds.

8.6 A change in legal status or form of cooperation occurs if a party loses its legal personality (for example, in the event of a merger) or if a decision is made to dissolve the legal entity. If such a situation arises and the other party has a reasonable interest in light of these circumstances, that party is entitled to terminate the engagement on these grounds.

8.7 The death of one of the parties does not automatically terminate the engagement. However, it grants the other party, as well as the heirs or successors of the deceased, the right to terminate the engagement.

8.8 If the engagement has been entrusted to a specific individual and that person becomes incapacitated for work or passes away, the client is entitled to terminate the engagement.

8.9 Termination of the engagement must be effected in writing, stating the reason(s) for the termination and the date on which it takes effect. The termination shall not become effective until the interior designer/coach has received the notification. Following termination, both parties are obligated to take, refrain from, or permit any actions that may reasonably be required of them, having regard for the legitimate interests of the other party.

8.10 In the event that the engagement is terminated, the client shall be required to pay the interior designer/coach:
a) the fees and additional costs corresponding to the status of the work at the time of termination; and
b) all costs incurred—or to be incurred—arising from obligations that the interior designer/coach had already entered into at the time of termination for the purpose of fulfilling the remainder of the engagement.

8.11 If the assignment is terminated by the client for a reason attributable to the client, or without any specific reason, the client is required to pay compensation equal to 50% of the (remaining) portion of the costs that the client would have owed had the assignment been fully completed. This compensation is not payable if the termination is due to death or force majeure.

8.12 If the assignment is terminated by the client without a specific reason, or for a reason attributable to the client, the client may only use (or permit the use of) the interior designer’s/coach’s advice subject to the prior written consent of the interior designer/coach.

8.13 The interior designer/coach may attach conditions to their consent, including the payment of a fee and the right to oversee that the advice is used in accordance with their original intent.

8.14 If the implementation of the project has already commenced, the client may use the advice without the interior designer’s consent. The provisions set out in 8.13 remain applicable.

8.15 The provisions set out in Articles 8.11, 8.12, 8.13, and 8.14 also apply if the interior designer/coach terminates the assignment for a reason attributable to the client.

8.16 If the assignment is terminated by the interior designer/coach for a reason attributable to the interior designer/coach, or without any specific reason, the client’s payment obligation under Article 8.10 shall be limited to the extent that the work performed and the costs incurred are of actual use to the client. Furthermore, the client is entitled to deduct 50% from the amount they are obligated to pay the interior designer/coach. The above does not apply in the event of termination due to force majeure or death.

8.17 If the interior designer/coach has terminated the assignment without cause, or for a reason attributable to the interior designer/coach, the client may use (or have others use) the advice provided without the interior designer/coach’s consent, unless the interior designer/coach has a legitimate interest in preventing such use. In such a case, no compensation for copyright is due.

8.18 The provisions set out in 8.16 and 8.17 also apply if the client has terminated the assignment for a reason attributable to the interior designer/coach.

8.19 Termination of an assignment on grounds other than those specified in Chapter 8 of these general terms and conditions is not permitted, unless the client is a consumer. In such a case, the provisions in Chapter 8 regarding the consequences of termination shall also apply to any statutory dissolution (rescission) of the agreement.

9.1 All intellectual property rights arising from the assignment - including patent rights, design rights, and copyright, belong to the interior designer. In cases where such a right can only be acquired through filing or registration, the interior designer is the sole party authorized to do so.

9.2 The interior designer holds the exclusive right to disclose, realize, and reproduce their designs, drawings, sketches, photographs, and any other depictions of their design, as well as scale models, prototypes, and any other objects or information carriers that represent or depict the design, or that fall under the scope of the Copyright Act, the Uniform Benelux Law on Designs and Models, or other intellectual property legislation.

9.3 Documents created by the interior designer in the context of the assignment become the property of the client once the client has fulfilled their financial obligations to the interior designer. These documents may be used in compliance with applicable intellectual property legislation.

9.4 Even after the interior designer has granted permission for the realization, disclosure, or reproduction of their work, they retain the following rights:
- the right to object to the disclosure of the work without their name being credited;
- the right to object to any alteration of the work;
- the right to object to any distortion, mutilation, or other impairment of the work that could harm the creator’s honor or reputation, or their professional standing. 9.5 The interior designer holds the exclusive right to take and reproduce photographs of the interior and exterior of an object realized based on their design. However, the interior designer must obtain the client’s consent before making public any images showing the interior of the object once it has been put into use.

9.6 The client is obligated to execute the project in accordance with the interior designer’s advice and intentions. Any deviation from this may only occur following consultation with the interior designer. The client shall provide the interior designer with the opportunity to verify that the project is being executed in accordance with their advice and intentions.

9.7 The interior designer may reuse their advice, provided they have consulted with the original client and such reuse does not conflict with the interests of that original client.

9.8 The client may only reuse the advice with the interior designer’s written consent. In such cases, the fees for the advice shall be determined through consultation, taking into account compensation for copyright.

10.1 The fee is the remuneration due to the interior designer/coach for the work performed, excluding value-added tax (VAT).

10.2 Additional costs include, but are not limited to, travel and accommodation expenses, administrative costs, costs incurred by engaging third parties, and unforeseen expenses.

10.3 The parties shall specify in the agreement how the interior designer/coach’s fee and any additional costs are to be handled. This may be based on the time spent by the interior designer/coach at a pre-agreed hourly rate, a fixed lump sum, or any other basis agreed upon by the parties.

10.4 In addition to the fee, the client is liable for any additional costs incurred by the interior designer/coach in the execution of the assignment. The client shall reimburse these costs separately, unless otherwise agreed upon by the parties.

10.5 If the interior designer/coach and the client have agreed upon a fixed fee or a fixed price, the interior designer/coach is at all times entitled to increase this fee or price if such an increase arises from a legal or regulatory authority or obligation, or if it is caused by an increase in the cost of raw materials, wages, or other factors that were not reasonably foreseeable at the time the agreement was entered into.

10.6 The client shall be liable for additional costs incurred for any changes that the interior designer/coach is required to implement, provided such changes are not the result of a culpable failure on the part of the interior designer/coach. Furthermore, any changes as referred to in clause 4.10 or 4.12 that necessitate an adjustment to the scope of the interior designer/coach’s work shall, upon consultation, lead to a revision of the costs.

10.7 In the event that the assignment is delayed or interrupted for reasons not attributable to the interior designer/coach, the client shall be obligated to compensate the interior designer/coach for the fees and any additional costs incurred, calculated based on the progress of the work at that time.

10.8 The interior designer/coach shall invoice for fees and any additional costs in accordance with an agreed-upon payment schedule or, in the absence thereof, in monthly installments proportionate to the progress of the work, unless otherwise agreed.

10.9 The interior designer/coach is entitled to issue a final invoice once the work has been completed or the agreement has been terminated.

10.10 The invoice issued by the interior designer/coach shall be itemized. Upon the client’s request, the invoice shall be accompanied by the necessary supporting documentation.

10.11 The client shall pay the invoice within 15 days of its dispatch, unless otherwise agreed.

10.12 If the client fails to pay on time—and this failure is not attributable to the interior designer/coach—the client shall be in default without any further notice of default being required. The interior designer/coach is entitled to charge the statutory interest rate on the unpaid amount, effective from the day following the expiry of the payment term.

10.13 If the client fails to pay an invoice on time, the interior designer/coach is entitled to suspend the execution of the assignment, provided that the client has been sent a written reminder to make payment within seven days and has failed to do so.

10.14 The records/administration of the interior designer/coach shall be decisive in determining the amounts owed by the client to the interior designer/coach under the assignments provided and/or these general terms and conditions, subject to evidence to the contrary provided by the client.

10.15 All costs incurred by the interior designer/coach in order to obtain payment of the invoice—including both judicial and extrajudicial costs—shall be borne by the client.

11.1 The engagement between the client and the interior designer/coach is governed by Dutch law.

11.2 Any disagreement between the client and the interior designer/coach shall, as far as possible, be resolved through mutual consultation or mediation. If this does not lead to a solution, the dispute shall be decided by the competent Dutch court.