Article 1: Applicability, definitions
1. AKKA Architects B.V. is a Private Limited Liability Company (B.V.), based in Amsterdam, its object being architecture and interior architecture. AKKA Architects is registered by the Dutch Chamber of Commerce under number 73504483.
2. Offer: every offer made by AKKA Architects, including but not limited to a written proposal;
3. Written: all written communication, regardless of the medium used.
4. Documents: drafts, sketches, drawings, visual material, designs, calculations, reports, advice, licenses and so forth. The documents may be physical or digital records.
5. (Project) information: drawings, maps, plans, measurements, descriptions, documents and so forth.
6. Object: the immovable property, which is created, based upon the documents made by AKKA Architects;
7. These General Terms and Conditions shall also apply to any additional and follow-up assignments of Clients.
8. ‘De Nieuwe Regeling 2011’ (DNR 2011) are applicable on every offer and every agreement whereto AKKA Architects is a party. In the case that the DNR 2011 and the General Terms and Conditions of AKKA Architects are in conflict, the General Terms and Conditions of AKKA Architects will prevail.
Article 2: Offer
1. These General Terms and Conditions apply to every Offer and every agreement to provide services as concluded between AKKA Architects and the client. In regard to terms or part of the term, that are nullified, annihilable, or lose their validity in any other way, parties shall consult with each other to try to reach a substitute arrangement in which the parties shall strive to the maintenance of these Terms and Conditions. Any loss of value of terms or part of the term will have no effect on the validity of the remaining terms.
2. Information supplied by AKKA Architects, such as brochures, catalogs, price lists, folders, drawings, and other data and information is non-binding. They form no part of the Offer nor the agreement unless explicitly stated otherwise in writing.
3. Every Offer issued by AKKA Architects is non-binding unless explicitly stated otherwise in writing. The delivery terms stated by AKKA Architects are an approximation and only serve as a guideline for the service to be executed unless explicitly stated otherwise in writing.
4. The Offers issued by AKKA Architects shall remain valid until thirty (30) days after the date of issue unless explicitly stated otherwise in writing.
5. If the Client unilaterally makes any modifications or additions to the Offer, declines the applicability of the General Terms and Conditions or declares their own or different General Terms and Conditions, it will be considered as a new Offer of the Client shall thus not lead to a valid acceptance of the original Offer.
6. If the Offer is based on (Project) information which after realization of the agreement proves to be incorrect, incomplete and/or is changed by the Client, whereby the agreement does not reasonably reflect the commission anymore, AKKA Architects shall be entitled to terminate the agreement. Article 17 clause 6,7 and 9 of these General Terms and Conditions will apply.
Article 3: Agreement
1. The agreement shall be concluded if and when AKKA Architects receives a dated Written acceptance of the Offer within the term in which the Offer is valid, or when AKKA Architects accepts a received Written order confirmation from the client.
2. For activities or assignments where, because of their nature and size, no Offer or order confirmation is sent, the agreement will be realised at the moment AKKA Architects or a party on behalf of AKKA Architects actually begins to carry out the agreement and, in such cases, the invoice shall be considered as the order confirmation and at the same time is deemed to correctly and completely represent the agreement.
3. The providing of a verbal commission by the Client is solely valid if the purchaser has acknowledged the applicability of these General Terms and Conditions prior to the acceptance of the commission. A verbal commission will become an agreement after AKKA Architects has (globally) confirmed the nature and content of the commission in writing.
4. If the Client wishes to alter the assignment, timeline or the scope and content of the agreement with AKKA Architects after confirmation, they will do so in writing. AKKA Architects is not obliged to accept those alterations.
5. If alterations to the assignment, timeline or the scope and content of the agreement are accepted by AKKA Architects, AKKA Architects shall be entitled to adjust the agreed fees accordingly.
Article 4: Execution order
1. AKKA Architects shall carry out the services independently but is permitted to seek and accept external professional advice regarding the services as has been agreed upon by both parties unless explicitly stated otherwise in writing.
2. AKKA Architects shall be entitled to have specific activities and/or deliveries carried out by third parties if AKKA Architects considers this to be necessary for the correct execution of the agreement unless explicitly stated otherwise in writing.
3. AKKA Architects will enjoy the discretion to arrange the execution of the services in accordance with its own insights.
Article 5: Fee, prices, rates
1. Unless parties decide on a fixed fee for the commission, AKKA Architects will make a calculation based on the number of hours worked multiplied by the applicable hourly rates, as such rates will be determined by AKKA Architects on a yearly basis.
2. The hourly rates shall apply to workdays, which is to be understood as Monday to Friday from 9 AM to 6 PM, excluding public holidays.
3. The Offer, fee or rates will not automatically apply to additional or follow-up assignments.
4. In case of urgent orders or orders where AKKA Architects is asked to perform its services outside workdays, AKKA Architects shall reserve the right to charge extra. AKKA Architects shall notify the Client of the changed rate.
5. AKKA Architects reserves the right to change a fixed fee in case that, during the execution of the agreement, the parties have incorrectly estimated the agreed or expected amount of work when concluding the agreement, this incorrect estimate is not due to an attributable failure of AKKA Architects and it cannot reasonably be expected from AKKA Architects to carry out the work for the fixed fee.
6. Rates charged by AKKA Architects shall be exclusive of any applicable Value Added Tax and any other tax or duty, which the purchaser shall pay to AKKA Architects in addition to the applicable rate. Rates will be corrected each calendar year with regard to the standard Dutch inflation and labour costs.
7. AKKA Architects is entitled to regularly review the hourly rates. The adjustment of the rates shall only take effect after three months from the commencement date of the agreement.
8. If the offer is based on (Project) information which afterward proves to be incorrect, incomplete and/or is changed by the Client, AKKA Architects reserves the right to change the fee, rates and/or the delivery period.
9. If parties decide, in writing, to depart from the original agreement, the costs relating to the providing of additional services will be calculated in accordance with the rates that AKKA Architects is using at the moment both parties agree on the addition of services unless explicitly stated otherwise in writing.
Article 6: Progress, implementation of the agreement
1. In the case that the commencement, progress or completion of the services is delayed due to: AKKA Architects has not received the necessary (project) information on time;
- AKKA Architects has not received the agreed prepayment on time;
- Other circumstances which are for the account and risk of the Client;
- AKKA Architects shall be entitled to a reasonable extension of the delivery period and to compensation for the related costs and losses, such as waiting hours.
2. In the case that the completion of the agreement is implemented in stages, AKKA Architects shall be entitled to suspend execution of any part which falls within a subsequent stage, until the Client has approved the results of the preceding stage, in writing. The Client shall bear related damages and/or costs.
3. Additional- or less work shall be agreed upon by AKKA Architect and the Client together, in writing. Additional work shall include everything over and above the quantities and/or activities expressly set out in the agreement. AKKA Architects shall be entitled to invoice the related costs separately to the Client.
Article 7: Payment
1. Payment of the agreed fixed fee shall take place in installments unless explicitly stated otherwise in writing. AKKA Architects shall send the first invoice directly following the conclusion of the agreement, furthermore at regular intervals during the completion of the work as agreed upon in the agreement.
2. Invoices issued by AKKA Architects shall be paid, without suspension, in the currency used within the Netherlands, within seven (7) days of the invoice date, unless explicitly stated otherwise in writing. Payment shall be made to the bank account stated in that invoice, failing which the purchaser will be deemed to be in default.
3. If the Client is deemed to be in default, AKKA Architects shall be entitled to charge commercial interest at the statutory rate. If the Client is found in default, the Client will be charged all of the reasonable costs associated with obtaining payment and/or legal or extra-legal fulfillment, including collection charges and/or other extra-legal costs, at 15% of the amount outstanding, with a minimum of forty (40) euro’s, excluding VAT. In consideration thereof, payments by the Client shall first be deducted from all interest and costs payable, and subsequently from the oldest outstanding demandable invoices.
4. AKKA Architects shall send a reminder within fourteen (14) days of the invoice date. If full payment is not made within 21(twenty-one) days after the date of the first invoice, AKKA Architects is entitled to, without prior notice of default, cancel the agreement with a written statement or suspend its obligations under the agreement until the Client has fully paid the outstanding amounts or proper security has been given, therefore.
5. Client shall not be entitled to offset claims from AKKA Architects against any counterclaims that it may have against AKKA Architects.
6. The invoice shall be considered correct if the Client has not contested it within the payment deadline of seven (7) days or as otherwise expressly agreed upon by both parties.
7. AKKA Architects shall at all times be entitled to demand (partial) prepayment or any security for payment from the Client.
Article 8: Obligations Client
1. Client warrants that all the (Project) information that AKKA Architects is provided with, shall be provided on time and be correct, complete and up-to-date. Not under any circumstances will AKKA Architects be liable for costs incurred due to delay in the providing of – or inaccuracy of (Project) information by the client or any third party. AKKA Architects will commence services after all requested and promised (Project) information, in whatever form, has been received in full and in good order, unless explicitly stated otherwise in writing.
2. AKKA Architects is entitled to rely on the accuracy of the provided (Project) information by the Client or any third party.
3. AKKA Architects shall not commence services in case the Client has failed to provide an advance if such has been agreed on, or when there are circumstances that are at the risk and account of the Client.
4. The Client shall not, without prior consultation and mutual agreement, hire third parties when this might influence the correct fulfilment of the agreement by AKKA Architects.
5. The Client shall make sure that any data or data carriers will be free of viruses or defects.
6. The Client shall check every concept document provided by AKKA Architects with care and inform AKKA Architects as soon as possible of its findings. If needed, AKKA Architects shall modify the concept document and send it again to the Client for its approval. AKKA Architects may require the Client to place its initials on every page of the final version or provide AKKA Architects with a written acceptance. The Client may not use the documents produced until AKKA Architects has received the initialled definitive version or the written statement of approval.
7. If AKKA Architects needs to modify already approved documents, this will be considered as additional work and AKKA Architects shall be entitled to send an invoice for any additional costs arising therefrom to the Client.
Article 9: Obligations AKKA Architects
1. AKKA Architects shall make every effort to complete the agreed work and/or deliveries within the duly agreed and planned time, in as much as this can reasonably be demanded of AKKA Architects.
2. AKKA Architects shall carry out the work well, thoroughly and in accordance with the conditions of the agreement. AKKA Architects shall, when concluding the services, take note of the applicable law, as well as take measures to reduce possible damage to persons, goods and / or the environment. AKKA Architects shall strive to follow the in this context given orders and / or instructions of the Client.
3. AKKA Architects shall ensure that the agreed services and or work are carried out correctly and according to the norm applying in the branch but shall never provide a more extensive guarantee in this regard than that expressly agreed upon between the parties in writing. No appeal to any guarantee is possible as long as the Client has not paid the agreed price or payment for the services, goods or work.
4. If the guarantee as set out in article 9.3 has rightly been invoked by the Client, AKKA Architects shall conform its own insights and at its own expense, repair, replace or produce new documents and carry out the agreed work and/or services in a correct manner. If there is any additional damage, this shall be subject to the liability clause of these General Terms and Conditions.
5. AKKA Architects shall take the wishes of the Client as much as possible into account when concluding the documents but shall reserve the right to utilise its creative, artistic and intellectual freedom to take its own decisions, which may be of influence to the work and/or documents to be produced.
6. AKKA Architects shall, if discovered, point out to the Client any visible defects, deficiencies and / or faults in:
- Required documents;
- Prescribed constructions, methodologies and or practices;
- Given instructions;
- Appointed or provided (building) materials;
as provided by or on behalf of the Client, insofar as these defects, deficiencies and / or faults are relevant for the performance of AKKA Architects.
7. AKKA Architects is deemed to be aware of the relevant legal requirements and governmental orders.
8. AKKA Architects shall inform the Client of the consequences of any changes in respect of the agreed prices, rates and the agreed terms of delivery:
- In case of changes to the agreement as required by the Client;
- If, at any point during the performance of the agreement, it becomes clear that the agreement must be amended or supplemented to ensure proper performance. In that case, AKKA Architects shall discuss the proposal(s) with the Client. If the execution of the agreement has become impossible as a consequence thereof, AKKA Architects shall, under all circumstances be entitled to full payment for all work and deliveries already undertaken by AKKA Architects. In case there is additional damage, this shall be subject to the liability clause of these General Terms and Conditions.
Article 10: Confidentiality
1. Barring the requirements on the grounds of the law, both parties shall be prohibited to, without the prior written consent of the other party, disclose non-public information of the other party.
2. Both parties shall take all reasonable measures to keep the non-public information confidential. The obligation of discretion shall also apply to employees and any third parties working under the authority of AKKA Architects or the Client.
3. In the case that the (non-public) information concerns personal data, both parties shall act in conformity with the General Data Protection Regulation.
4. Information shall, in any case, be deemed non-public if the other party explicitly states it as such. The legal relationship between AKKA Architects and the Client shall be considered public information unless explicitly stated otherwise by the Client in the agreement.
5. After concluding the work as agreed upon with the agreement, AKKA Architects shall, following subclause 10.4, be entitled to hire a third-party photographer to take photographs of the project for commercial use, unless explicitly stated otherwise by the Client in the agreement.
Article 11: Delivery terms
1. Specified delivery terms will under no circumstances be deemed as deadlines unless explicitly stated otherwise in writing.
2. AKKA Architects shall be entitled to carry out the agreement in parts and to request payment for the portion of the agreement that is executed.
3. If due to a cause that is in the scope of the risk of the Client, it does not appear to be possible to deliver the goods or services/documents to the Client according to the agreement, this shall be deemed to not be attributable to AKKA Architects and AKKA Architects has the right to store the goods and/or document at the expense and risk of the Client. AKKA Architects shall notify the Client of the storage in writing, giving a reasonable period within which, the Client must make it possible for AKKA Architects to deliver the goods or services/documents.
4. In the case that the Client has failed to fulfill its obligations, even after a reasonable period as stated in the previous subclause of this clause, the Client shall be in default. AKKA Architects shall be entitled to wholly or partially dissolve the agreement in writing and with immediate effect, without prior or further notice of default and without being obliged to pay compensation for loss or damage, costs, and interest. This will not affect the obligation of the Client to compensate AKKA Architects for any possible expenses of storage, damages or loss of profits and / or the right of AKKA Architects to claim performance or full compensation.
Article 12: Right of retention
1. AKKA Architects shall be entitled to suspend the issue or return of the created or edited documents, models and/or designs to the Client, which it has in its possession in the framework of the implementation of the agreement until the Client has settled all due and payable claims in full.
2. AKKA Architects shall not be liable for any damage – of whatever nature – arising from the right of retention exercised by AKKA Architects.
Article 13: Liability
1. Except for given guarantees, guaranteed results or quality requirements explicitly agreed upon or granted by AKKA Architects, AKKA Architects shall not except any liability.
2. AKKA Architects shall only be liable for direct damage. Any liability of AKKA Architects for consequential damage, such as business interruption, loss of profits and / or loss, delay damage and / or person- or injury damage is expressly excluded.
3. The Client shall take all necessary precautionary measures to prevent or limit the damage.
4. If AKKA Architects is liable for any damage sustained by the Client, AKKA Architects’ obligation to provide compensation shall at all times be limited to the amount paid by its insurer. If the insurance of AKKA Architects makes no payment or if the damage is not covered by any insurance concluded by AKKA Architects, the obligation to provide compensation of AKKA Architects shall be limited to the invoice amount of the relevant agreement.
The client may receive, on its first request, the insurance policies and/or policy conditions of AKKA Architects.
5. Any and all liability of AKKA Architects shall cease upon the expiry of 5 (five) years from the day upon which the commission is terminated, either by completion or cancellation.
6. The Client shall address AKKA Architects no later than 3 (three) months after the point where it gained knowledge or should have gained knowledge of the damage it has sustained. AKKA Architects shall not be held liable for damage if the Client did not address the situation to AKKA Architects within the given period of 3 (three) months.
7. AKKA Architects shall not be held liable for the choice of third parties or for defaults on the part of those, or any third parties unless the Client provides sufficient evidence that AKKA Architects failed to exercise due care in selecting the third party concerned.
8. The Client is not entitled to make a warranty claim nor can AKKA Architects be held liable for damage that is caused by:
- improper use and / or use contrary to the purpose for which it was intended and / or use contrary to the instructions and / or advice of AKKA Architects, and so forth;
- Mistakes, omissions, defects and so forth, in the information and / or materials provided by or on behalf of the Client;
- Instructions or directions provided by or on behalf of the Client;
- A decision of the Client which departs from the advice of AKKA Architects and / or what is in line with normal practice;
- Direct instruction and/or assignment of a task – without the prior consent of AKKA Architects – to a third party engaged by AKKA Architects or the Client itself, while the authority to do so lies with AKKA Architects through the agreement;
- Modification of documents provided by AKKA Architects, without the prior consent of AKKA Architects.
9. The Client is entirely liable for any damages arising from the list in the previous subclause and shall indemnify AKKA Architects against any third-party claims.
10. The in this clause mentioned limitations of liability are not valid if the damage is caused with wilful intent or by gross negligence by AKKA Architects, its management or employees or in case compulsory statutory provisions oppose this.
Article 14: Intellectual property
1. AKKA Architects is and will remain, owner of all intellectual property rights which are vested in, arise from, are connected with and/or are part of the documents, models, and object including the final space design created or used in the performance of the agreement. The Client will receive a non-exclusive right to use after his obligations under the agreement are fully fulfilled.
The intellectual property rights of AKKA Architects shall include, but are not limited to, the right to make, and use in a commercial manner, photographs of the results of the object.
2. The previous subclause of this clause means, in any event, that the Client is not allowed to:
- Use information, the documents and / or models created by AKKA Architects outside the context of this agreement;
- Duplicate, modify, or give access to information, the documents and / or models to third parties;
Unless explicitly stated otherwise in writing. AKKA Architects reserves the right to lay down reasonable conditions in connection to its consent, including a reasonable compensation as decided upon by AKKA Architects.
3. The client guarantees that any documents and/or files issued by him to AKKA Architects represent no infringement of any intellectual property rights of third parties. The client indemnifies AKKA Architects in and out of court against any consequences, financial or otherwise, that (may) arise therefrom.
4. AKKA Architects shall at all times be at liberty to use its work for its own publicity or promotion, with due observance of the Client’s interests.
5. Client shall not be entitled to any use of the design that is broader or different from the use agreed upon by both parties, without the prior written approval of AKKA Architects. This includes any amendment, mutilation or infringement on the provisional or final design, AKKA Architects shall, in that case, be entitled to compensation due to infringement of its rights of at least three times the agreed fee, or a fee that is reasonable and fairly proportional to the infringement committed, without prejudice to AKKA Architects’ right to claim reimbursement of the damage actually incurred.
Article 15: Force majeure
1. In the case that the Client or AKKA Architects is unable to fulfill its obligations pursuant to the agreement concluded with the Client, and this is due to non-attributable non-performance on the part of AKKA Architects, and/or on the part of third parties or suppliers engaged for the performance of the contract or another important reason, and/or on the part of the Client, AKKA Architects shall be entitled to dissolve the agreement between the parties or to suspend fulfillment of the obligations vis-à-vis the Client for a reasonable period of time to be determined by AKKA Architects, without being obliged to pay any compensation.
2. If force majeure occurs at the moment that a part of the agreement has already been performed, the Client must meet his obligations to AKKA Architects to the degree already performed by AKKA Architects.
Article 16: Bankruptcy, lack of power of disposition, etc.
1. Parties shall be entitled to, without further notice of default, dissolve the agreement by issuing a written statement to the other party when that party:
- Is declared bankrupt or files for bankruptcy;
- Applies for (temporary) suspension of payment;
- Is affected by enforceable seizure;
- Is placed under guardianship or judicial supervision;
- Otherwise loses the power to dispose of its property or loses legal capacity regarding all or part of its assets.
2. In the event of winding – up, insolvency, the filling of a petition of bankruptcy or for a suspension of payment on the part of the Client, any claim AKKA Architects may have on the Client shall forthwith be due and payable.
3. The Client shall be obliged, at all times, to inform the curator or the administrator of the (content of the) agreement and these General Terms and Conditions.
Article 17: Cancelation, suspension
1. If the Client wishes to terminate or cancel the agreement prior to or during its carrying out, it shall owe AKKA Architects a compensation, the amount of which shall be determined by AKKA Architects. The Client shall be obliged to compensate AKKA Architects for all costs, loss or damage and lost profits. AKKA Architects shall be entitled to set the costs, loss and / or damage and lost profits – plus at its choice and depending on the work and / or service already carried out / or deliveries already made – to charge the Client 20 to 100% of the agreed price.
2. AKKA Architects is entitled to offset all amounts already paid by the Client and possible counterclaims against the amounts of compensation owed by the Client.
3. In the event of suspension of the implementation of the agreement at the request of the Client, all costs incurred at that moment shall be immediately demandable, and AKKA Architects may charge these costs to the Client. The same applies to costs already being made, costs arising from the suspension and/or hours that, before the suspension, have been reserved for the suspension period.
4. Costs ensuing directly from the resuming of the implementation of the agreement shall be borne by the Client. If the implementation of the agreement cannot be resumed after the suspension, AKKA Architects shall be entitled to dissolve the agreement by giving written notice to the Client.
5. The Client shall be liable vis-à-vis third parties for the consequences of the cancellation or termination and shall indemnify AKKA Architects in this regard.
6. If AKKA Architects cancels or terminates the agreement based on serious grounds that are accountable to the Client, the Client shall be obliged to compensate AKKA Architects for the costs already made by AKKA Architects, the fixed fee that the parties have agreed upon, the supervision costs and associated expenses.
7. The obligation of the Client to compensate AKKA Architects, conform to the former subclause, does not stretch further than insofar as the activities have been useful for the Client.
8. The Client is entitled to deduct 10% of the total amount of compensation for AKKA If the final amount of compensation is deemed to be unacceptable within the standards of reasonableness and fairness, AKKA Architects may derogate from this decision.
9. In the case that the agreement is canceled or terminated, the Client shall only be entitled to realize the design, as created and owned by AKKA Architects, after the written consent of AKKA Architects. AKKA Architects shall not refuse to give consent to this realization if this would be against the legitimate interest of the Client. AKKA Architects shall considerate the legitimate interests of both parties.
Article 18: Complaints
1. Complaints regarding work performed must be notified to AKKA Architects immediately following their discovery, but at the latest within 6 (six) months following the completion of the agreement or the work concerned. In the absence of such a complaint, the work will be considered to have been undertaken according to the agreement.
2. Any comment or complaints do not suspend the payment obligation of the Client.
3. The Client shall enable AKKA Architects to examine and investigate the complaint, by inter alia, providing all relevant information. If AKKA Architects finds it necessary to investigate the complaint on-site, this shall take place at the Client’s expense unless the complaint is afterward deemed to be well-founded by AKKA Architects.
4. No complaints are possible with regard to:
- Documents which, after receiving, have been changed or altered in whole or in part by the Client or any third party not appointed by AKKA Architects;
- Errors and/or shortcomings in or due to approved documents that the Client could have observed in the event of careful inspection.
- Decisions made by the Client that diverge from the advice given by AKKA Architects.
- Mistakes or negligence on the party of third parties that are not hired by AKKA Architects.
Article 19: Final provisions
1. Any disputes or conflicts will first be tried to be resolved by amicable settlement, thereby included mediation.
2. Any disputes which could not be resolved in an amicable settlement may be submitted to the competent court in Amsterdam.
3. Every offer, agreement, commission, legal action, and these General Terms and Conditions are governed by the laws of the Netherlands.
For any questions, please contact us at email@example.com.