Standard Terms of Engagement

These Standard Terms of Engagement apply to the content and performance of all agreements between the Client as named in the proposal offered by the Designers, Studio 34 South VOF.

Article 1. Performance of the Agreement

1.1 Timing quoted by the Designers for completion of the design and all work set out as the Services is an approximation only, unless the nature or content of the agreement expressly stipulates and requires otherwise.

1.2 Unless otherwise agreed in writing, the performance of tests, the application for permits and the assessment whether the Client’s instructions comply with statutory or quality standards are not within the scope of the work commissioned to the Designers.

1.3 Any changes made or requested by the Client to the scope of the services or work in the proposal to be performed by the Designers, shall entitle Designers to modify and/or amend the price or date of delivery of the work, as agreed between the parties. The Client shall remain obligated to pay for work already performed by the Designers, even in the case that the work is not going to be used, unless otherwise agreed in writing by such modification or amendment.

1.4 Except for the obligation to pay for services rendered, neither party shall be liable for its failure to deliver Agreed Services, in whole or in part, due to circumstances, developments and contingencies beyond their reasonable control.

1.5 Confirmation for the Project must be confirmed by the Client in writing or email. If the Client fails to do so, yet does assent to the Designer commencing the Project, the terms of the offer shall be deemed to have been agreed and these Standard Terms of Engagement accepted as fully applicable to the services to be provided. Agreements entered into orally are only binding after written confirmation by the Designers.

1.6 Variation of Services. Either party may request changes to the Services. The Designers shall work with the Client to consider and, if appropriate, to vary any aspect of the Services, including payment of additional fees as agreed (or in the absence of agreement, fees based on the hourly rates sent out in the Letter of Engagement) in relation to the provision of any additional services. Any variation to the contrast must be agreed by the Designers in writing.

Article 2. Limitation of Liability

2.1 Skill and Care. The Designers will do everything in their power to deliver the work set out in the Scope of Work and Engagement letter with skill and care. Our Services are limited to the nature of the work and the scope of the work set out in the Proposal and Letter of Engagement.

2.1 Failure of specifications. The performance of all products set forth in the specifications document such as materials, finishes, furniture, lighting, equipment are the responsibility of the manufacturers and suppliers of the products not the Designers.

Article 3. Intellectual Property Rights

3.1 All ideas, creations and information produced by the Designers on behalf of Client, shall transfer to and be owned by the Client upon payment in full for the Services billed and rendered.

Article 4: Use and license

4.1 Use & Licence When and provided the Client fulfils all their obligations under the agreement with the Designers they shall acquire an exclusive license to use the designs, artworks or products solely for such purposes as were agreed when the work was commissioned. If no specific purposes have been agreed the license shall be limited to that manner of use of the designs, artworks or products on which firm intentions existed on the date when the work was commissioned. Such intentions must have been verifiably stated to the Designers by the Client prior to the making of an agreement.

4.2 Broader Use. Without the written approval of the Designers the Client shall not be entitled to any broader use of the designs, artworks or products than as agreed.

4.3 Alterations. Unless otherwise agreed, without the approval of the Designers, the Client shall not be permitted to make (or allow others to make) any alterations in the provisional or final designs, artworks or products.

4.4 Own promotion. The Designers shall be at liberty to use the designs, photography of the completed project, artworks, edits, revisions and products for its own publicity or promotion, provided that in doing so they shall duly observe the Client’s interests. The Designers agree to add a trademark, copyright or other ownership mark as may be requested by the Client from time to time.

Article 5: Confidentiality and Discretion

5.1 Disclosure. No party will disclose confidential information about the other party without the other’s written consent. Confidential information includes but is not limited to any proposal or tender document, information, trade secrets, methodologies or documents that are not in the public domain.

Article 6: Fees and additional Services

6.1 Fees. Our fees are in Euros will be charged on the basis set in the Letter of Engagement.

6.2 Obligation of Payment. Payment is due into the Designers bank account within fourteen days from the date of invoice. If the client does not comply with the terms of this agreement including the payment of all outstanding invoices within 14 days the client is then in default without notification. All costs incurred by the Designer in connection with overdue payments, such as cost of litigation and judicial and extrajudicial costs, including the cost of legal assistance, bailiffs and debt collection agencies, shall be applied to the client’s account. The Designers reserve the right to suspend our provision of services if payment of fees is not received in accordance with these terms. Interest will be charged on all invoices that remain unpaid beyond 60 days at the rate of 5% p.a. in accordance with our standard terms of engagement attached.

6.3 Responsibility of the Client for Other Parties.

The client is solely responsible for the work and fees of any other party engaged to participate in the Services regardless of whether such party was introduced to you by the Designers. Any furniture and lighting orders placed and purchased on the Clients behalf by the Designers must be paid for upfront by the client prior to the order being confirmed.

6.5 Payment from Abroad In the event that payment to the Designers bank account is made from a bank account located outside of the Netherlands, all costs relating to such transfer of payment issued by the bank are for the account of the Client.

Article 7: Applicable Law and DNR2011 rules

7.1 Dutch Law. All agreements between the Designers and the Client shall be governed exclusively by Dutch law. Any dispute that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the courts in Amsterdam.

7.2 DNR 2011 new rules. These Standard Terms of Engagement are subject to and governed by the New Rules 2011 “DNR2011” concerning the legal relationship between client, architect, engineer and consultant as published and maintained by BNA - the Royal Institute of Dutch Architects and Engineers - the Branch association of consultancy and management firms and firms of consulting engineers.

Article 8: Cancellation and termination of agreement

8.1 Termination by client. If the Client cancels the agreement they shall be required to compensate the work already done by the Designers in accordance with the fee structure agreed upon for the Project as well as any costs incurred for work carried out up until the date of cancellation with a cancellation cost of 15%.

8.2 Termination by the Designers. The Designers shall be entitled to terminate its Services and/or the contract upon the Client’s failure to honour their debts in full. At such point the Designers will serve a notice of cancellation along with a final invoice for all costs incurred for work carried out up until the date of termination plus a cancellation cost of 15% which must be settled within the next 7 days of the date of such invoice.

8.3 Cessation of License In the event that the Client fails to honour their debts (in full) or is otherwise in default of fulfilling their obligations under the agreement, then as from the moment of such default, the Client shall no longer be permitted to use the work supplied to them. All work will remain the property of the Designers until the point the invoice relating to such work is paid in full.

For general enquiries please contact:

Studio address:
Brouwersgracht 238 4A
1013 HE Amsterdam 
NL +31 6 52 82 55 33

For general enquiries please contact:

Studio address:
Brouwersgracht 238 4A
1013 HE Amsterdam 
NL +31 6 52 82 55 33

+31 6 22 25 17 34

Lauriergracht 116 S3
1016RR Amsterdam
The Netherlands           




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