General terms and conditions Studio S.A.C.

Studio S.A.C.
Carrer dels Bous, 07510 Sineu, Mallorca. Spain
https://www.studiosac.nl

Article 1 Definitions
1. Studio S.A.C.: an interior design studio that carries out work on behalf of the Client in the field of interior design advice in the broadest sense, such as, but not limited to, making personal advice for the interior. Studio S.A.C. is located at Carrer dels Bous, 07510 Sineu, Mallorca, Spain. 
2. Client: the natural person or legal entity or the partnership of natural and/or legal entities or the intermediary or representative acting on their behalf who uses the Services and/or Products of Studio S.A.C. and Studio S.A.C. gives the order to provide Services as referred to in paragraph 6.
3. Consumer: the natural person, not acting in the exercise of a profession or business, who uses the Services and/or Products of Studio S.A.C. and Studio S.A.C. gives the order to provide Services as referred to in paragraph 6.
4. Agreement: the legal relationship between Studio S.A.C. and the Client, in the broadest sense.
5. Distance Agreement: the Agreement between Studio S.A.C. and the Client is concluded in the context of an organized system for distance sales or services without the simultaneous personal presence of Studio S.A.C. and the Client and where, up to and including the moment of concluding the Agreement, exclusive use is made of one or more means of distance communication.
6. Services: all provided by Studio S.A.C. and/or services provided to the Client by third parties engaged by it, including providing interior design advice, as well as all other services provided by Studio S.A.C. work, of whatever nature, carried out for the benefit of the Client in the context of an Assignment, including work that is not carried out at the express request of the Client.
7. Products: all by Studio S.A.C. and/or products supplied to the Client by third parties engaged by it, including digital gift cards, as well as all other products supplied by Studio S.A.C. Products delivered for the benefit of the Client, purchased in the context of an Assignment at the express request of the Client.
8. Assignment: the Agreement between the Client and Studio S.A.C. came into being.
9. Website: the website https://www.studiosac.nl.
10. In writing: written communication also includes electronic communication, such as e-mail, provided that the identity of the sender and the authenticity of the communication are sufficiently established.
11. Day: calendar day.
12. Business Day: calendar day from Monday to Friday, excluding official Spanish and Balearic holidays and excluding Saturday and Sunday.

Article 2 Applicability of the General Terms and Conditions
1. The General Terms and Conditions apply to all agreements between the Client and Studio S.A.C. Agreements concluded whereby Studio S.A.C. Offers Services and/or Products.
2. Deviations from the General Terms and Conditions are only valid if expressly and in writing agreed with Studio S.A.C..
3. The applicability of purchasing or other conditions of the Client is expressly rejected, unless expressly agreed otherwise in writing.
4. The General Terms and Conditions also apply to additional or amended assignments from the Client.
5. Use of or access to the Website implies knowledge and full acceptance of the legal notices and General Terms and Conditions described below and above.
6. Studio S.A.C. reserves the right to change the General Terms and Conditions on its own initiative and without prior notice to the Client, with such terms and conditions taking effect from the moment they are published on the Website. In any case, the aforementioned changes do not have retroactive effect on the Services or Products previously contracted by the client.

Article 3 The Agreement
1. The Agreement is concluded when the Client receives the quotation from Studio S.A.C., accepts and complies with the conditions stated in the quotation. Purchasing a Product or Service via the Website by fully completing the online ordering process also counts as accepting the quotation.
2. If a Client purchases a Service or Product via the Website, or by accepting a quotation, the Client enters into a legal Agreement with Studio S.A.C. on these General Terms and Conditions.
3. In exception to paragraph 2, the Agreement will only be concluded after Studio S.A.C. has been informed, within the legal frameworks, whether the Client can meet its payment obligations and of other facts and factors that are important for responsible payment to be able to enter into a distance contract. If there are sufficient grounds for refusal, Studio S.A.C. the right not to enter into the Agreement, or at least to terminate it or to attach special conditions to the Agreement.
4. The Agreement is entered into for a term as stated on the Website, the order form or in the quotation.
5. Since all Services and Products of Studio S.A.C. are personal in nature and due to their nature cannot be returned, the right of cancellation is excluded for these Services and Products.
6. Studio S.A.C. reserves the right at any time and unilaterally to change the price of Products and Services offered through the Website. Products and Services purchased prior to any price changes are not subject to these price changes. The applicable price for a Product or Service via the Website is the price visible when formalizing the order.

Services in the categories S. Concept, A. Concept, Lighting plan
The foregoing terms set out in Articles 3.1 to 3.6 of these General Terms and Conditions apply to these services in addition to the additional terms and conditions below.
7. After purchasing and paying for these Services via the Website, the Consumer will receive an email from Studio S.A.C. within 2 (in words: two) working days. with a link to a questionnaire, which must be completed with current and correct information. In this questionnaire Studio S.A.C. the Consumer for all the necessary information to provide the most appropriate personal interior design advice. In the email, Studio S.A.C. the Consumer also has access to the documentation and information that is required to provide the advice (such as floor plans, photos, etc.). Based on the answers in the questionnaire and the documents and information provided, Studio S.A.C. get started with the interior design advice, which the Consumer will receive at the specified e-mail address within 15 (in words: fifteen) working days after all necessary information has been provided.
8. The Services in the categories mentioned above apply to spaces of up to 40m2. The Consumer is also informed about this via the product details of the relevant Service on the Website. For larger spaces other rates will apply. Studio S.A.C. will gladly provide a quotation upon request.  
9. Once the Service has been paid, the Consumer no longer has the right to cancel the Service and the payment is therefore non-refundable.

Gift cards
The foregoing terms set forth in Article 3.1 through Article 3.6 of these General Terms and Conditions apply to these services in addition to the additional terms and conditions below.
10. After purchasing and paying for a gift card, the Consumer will receive an email from Studio S.A.C. within 2 (in words: two) working days. containing the digital gift card. Each gift card has a unique number.
11. A gift card can be used as a payment method for the Studio S.A.C. Service specified on the gift card. The gift card must be used as a payment method within 1 (in words: one) year after purchase. After this year, the value of the gift card will expire.
12. Once the Product has been paid for, the Consumer no longer has the right to cancel the Product and the payment will therefore not be refunded.

Services in category C. Concept regarding tailor-made Services
The foregoing terms set forth in Article 3.1 through Article 3.6 of these General Terms and Conditions apply to these services in addition to the additional terms and conditions below.
13. After purchasing and paying for the C. concept Online Design Consultation, the Client will receive an email from Studio S.A.C. to agree on a date and time for the digital intake interview. The intake interview will take place via a video platform, such as Teams, Zoom or Skype. The platform, date and time will be determined jointly by the Client and Studio S.A.C prior to the meeting. 
14. Once the Service has been paid, the Client no longer has the right to cancel the service and the payment is therefore non-refundable.
15. Prior to the digital intake interview, the Client will receive an email from Studio S.A.C. with a link to a questionnaire, which must be completed with current and correct information. In this questionnaire Studio S.A.C. the Client for all necessary information to prepare the intake interview as best as possible. In the email, Studio S.A.C. the Client also has the documentation and information that is required to provide the advice (such as floor plans, photos, etc.).
16. The completed questionnaire and other required documentation and information must be submitted digitally by the Client to Studio S.A.C. no later than 2 working days before the planned date of the design consultation.
17. The maximum time for the video design consultation is 120 minutes. During this time the Client's programme of requirements will be discussed and determined. After the design consultation, the Client will receive a quote, based on the established program of requirements, by email from Studio S.A.C. within 15 (in words: fifteen) working days.
18. All quotations, offers and proposals from Studio S.A.C. are without obligation, even if an acceptance period is included. Unless expressly stated otherwise, an offer is valid for 14 (in words: fourteen) days after the date of the offer. If the Client does not accept the offer within the aforementioned period, the offer will lapse.
19. The information provided by Studio S.A.C. Quotations and quotations drawn up are not valid for future assignments, unless stated otherwise.
20. As Studio S.A.C. sends a quotation to the Client, that quotation provides guidance on the content and explanation of the Agreement, subject to obvious errors. Studio S.A.C. cannot be held to its quotation if the Client can reasonably understand that the quotation, or part thereof, contains an obvious mistake or typo.
21. After the Client agrees to the quotation in writing and after payment of the agreed deposit, the Assignment is final and Studio S.A.C. starts with the interior design.
22. If the Client makes notes or comments on the quotation from Studio S.A.C. then they do not form part of the Agreement, unless Studio S.A.C. confirms this in writing.
23. An Assignment by the Client that has not been preceded by a written quotation requires written acceptance by Studio S.A.C..

Article 4 Execution of the Agreement
1. Studio S.A.C. will make every effort to perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship, as well as as much as possible in accordance with the written agreements.
2. Studio S.A.C. has the right to have certain work carried out by third parties.
3. When engaging third parties, Studio S.A.C. exercise due care and consult with the Client when selecting these third parties, as much as this is reasonably possible and customary in the relationship with the Client. The costs of engaging these third parties will be borne by the Client and will be charged to the Client by Studio S.A.C..
4. The Client ensures that all data of which Studio S.A.C. indicates that these are necessary or that the Client should reasonably understand are necessary for the execution of the Agreement, are provided to Studio S.A.C. in a timely manner. If the information required for the execution of the Agreement is not provided to Studio S.A.C. in a timely manner, Studio S.A.C. has the right to suspend the execution of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then usual rates.
5. The Client ensures that Studio S.A.C. can perform its Services in a timely and proper manner. If the Client does not comply with his agreements in this regard, he is obliged to compensate the resulting damage.
6. If a term has been agreed or specified for the performance of Services, this is never a strict deadline. If a term is exceeded, the Client must notify Studio S.A.C. to give notice of default in writing. Studio S.A.C. a reasonable period must be offered in which to still implement the Agreement. To the extent possible, Studio S.A.C. inform the client in a timely manner about the delay and the costs this entails. Studio S.A.C. accepts no liability for any indirect damage or consequential damage due to a delay in implementation. Studio S.A.C. is not liable for delays caused by third parties.
7. By accepting the Quotation, the client agrees to the artistic freedom of Studio S.A.C. and thus gives them plenty of room to implement the concept as they see fit, of course based on the program of requirements. Should Studio S.A.C. want to change something to improve quality despite the agreement, this is possible in consultation with the Client. Deviations of minor significance between the work delivered by Studio S.A.C. and on the other hand, the original design cannot constitute a reason for rejection, discount, compensation or dissolution of the assignment. Deviations that, taking all circumstances into account, reasonably have no or only a minor influence on the useful value of the design, are always considered to be deviations of minor significance.

Article 5 Amendment to the Agreement
1. If during the execution of the Agreement it appears that it is necessary for its proper execution to be changed or supplemented, Studio S.A.C. and the Client will amend the Agreement in a timely manner and in mutual consultation.
2. If the Agreement is amended, including a supplement, this constitutes an additional assignment. A separate fee agreement will be made in advance for this additional assignment. Without an additional quotation, the original conditions apply, with the additional Services being paid at the agreed rate.
3. Failure to execute the amended Agreement or not immediately execute it does not constitute a breach of contract on the part of Studio S.A.C. and is not a reason for the Client to terminate or dissolve the Agreement.
4. Changes to the originally concluded Agreement between Studio S.A.C. and the Client are only valid from the moment these changes have been accepted by both parties by means of a supplementary or amended Agreement. This change will be made in writing.

Article 6 Suspension, dissolution and premature termination of the Agreement
1. Studio S.A.C. is entitled to suspend the fulfillment of the obligations or to terminate the Agreement if the Client does not fulfill the obligations under the Agreement, does not fully or does not fulfill them on time, or if Studio S.A.C. has good reason to fear that the Client will fail to meet those obligations, provided that Studio S.A.C. the Client has been given notice of default by means of a written reminder, whereby the Client is given a reasonable period for the fulfillment of the obligations, and compliance is not fulfilled within this period.
2. Furthermore, Studio S.A.C. entitled to terminate the Agreement, under the same conditions as referred to in Article 6.1 of this Agreement, if circumstances arise that are of such a nature that compliance with the Agreement is impossible or unchanged maintenance of the Agreement cannot reasonably be required.
3. If the Client fails to fulfill its obligations arising from the Agreement, this non-compliance justifies dissolution and the Client is in default, Studio S.A.C. is entitled to terminate the Agreement immediately and with immediate effect by means of a written statement to the Client, whereby the Client is obliged to pay damages or compensation due to breach of contract.

4. In the event of premature termination of the assignment by the Client without any failure to comply with the assignment by Studio S.A.C., as well as in the event of premature termination by Studio S.A.C. due to culpable actions of the Client, Studio S.A.C. entitled to claim: 

• 125% of the fee, calculated based on the status of the work at the time of cancellation; and
  
• The reimbursement of all costs incurred and to be incurred resulting from the obligations that Studio S.A.C. has already been entered into at the time of cancellation with a view to fulfilling the Assignment. Any termination must take place by registered letter stating the reason for termination.
  

 5. If during the execution of the Agreement it appears that Studio S.A.C. cannot deliver the desired quality that is customary to, or if it appears that the Agreement cannot be continued due to compelling interests, Studio S.A.C. and the Client will try to reach a solution in consultation/make an appropriate arrangement.

Article 7 Cancellation
1. If a Distance Agreement is concluded between Studio S.A.C. and the Client, this Agreement can no longer be canceled. When concluding the Agreement, the Client grants Studio S.A.C. permission for this.
2. If the Client has entered into an Assignment based on a quotation from Studio S.A.C., the Client cannot cancel the Agreement after signing the quotation.

Article 8 Costs, remuneration and payment
1. For Consumers, all amounts stated in the quotation are in euros and include VAT, unless stated otherwise. Studio S.A.C. is also entitled to charge travel costs.
2. If the Client is not a natural person, all amounts stated in the quotation are in euros and exclusive of VAT, unless stated otherwise. Studio S.A.C. is also entitled to charge travel costs if applicable.
3. Studio S.A.C. has the right to correct apparent errors in the quotation.
4. The remuneration of Studio S.A.C. can be agreed as follows:

• A fixed price and/or fee when purchasing a (remotely provided) Service or Product, offered by Studio S.A.C..
  
• Based on a predetermined hourly rate;
  
• A fixed fee, excluding the turnover tax owed by the Client;
  
• Travel costs if agreed in advance;
  
• According to a percentage of the final renovation and installation costs of the project, plus additional work charged (possibly by contractors).
  

5. Payment for Services and Products for a fixed price, provided remotely (including gift cards), purchased via the web shop on the Website, must be paid in advance immediately upon purchase. The prices of these Services and Products are stated on the Website in Euros and include VAT, unless stated otherwise.
6. Accepted payment methods are PayPal, prepayment via bank transfer and gift card. If bank transfer (prepayment) is chosen as the payment method, the Client will receive an email from Studio S.A.C. within 2 (in words: two) working days with a payment link so that payment can be made immediately. The Client has until 11:59 PM on the day on which the payment link was sent to pay via this link.
7. Payment for other Services must be made by bank transfer or via Paypal, stating the invoice number, within 14 (in words: fourteen) days after invoicing in the currency invoiced, unless a different term has been agreed. All Services provided by Studio S.A.C. must always be paid in advance.
8. The Client has the obligation to correct and share inaccuracies in the stated or provided information payment details immediately to Studio S.A.C. 
9. The Client owes a separate compensation for additional work (additional work) that Studio S.A.C. performed as a result of:

• changed (government) regulations or government restrictions; or
  
• change(s) to the design at the request of the Client, before and/or after the design has been established or approved. Studio S.A.C. informs the Client in a timely manner about the nature of the additional work and additional costs, unless this is not possible due to circumstances and the performance of the additional work does not allow postponement or causes a serious delay.
  

10. If the Client fails to pay an invoice on time, the Client is legally in default, without further notice of default being required. The Client will then owe the statutory interest. The interest on the amount due will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
11. If Studio S.A.C. decides to collect a claim for non-payment of one or more unpaid invoices through legal means, the Client is, in addition to the principal amount due and the interest referred to in Article 8.9, also obliged to reimburse all judicial and extrajudicial costs reasonably incurred. The reimbursement of judicial and extrajudicial costs incurred will be determined in accordance with the then applicable Decree that relates to reimbursement for extrajudicial collection costs.

Article 9 Liability
1. The Client is responsible for providing correct and representative data and information necessary for the execution of the Agreement.
2. Studio S.A.C. is not liable for damage based on incorrect advice if the Client has provided incorrect, unrepresentative or irrelevant data.
3. Studio S.A.C. is not liable for indirect damage, including but not limited to consequential damage and loss of income.
4. Studio S.A.C. is not liable for failure to meet obligations arising from the Agreement or failure to do so on time, if this is caused by force majeure as referred to in Article 10.
5. Studio S.A.C. is only liable based on an obligation of efforts, not on the basis of an obligation of results. If decisions are made following advice from Studio S.A.C. that prove to have adverse consequences, this will be done entirely at the expense and risk of the Client. Whether or not to follow advice from Studio S.A.C. is therefore entirely a decision for which the Client is responsible.
6. The Client indemnifies Studio S.A.C. for claims from third parties, of any nature whatsoever, related to the Services.
7. If Studio S.A.C. is held liable, it will only be liable for direct damage actually incurred, paid or suffered by the Client due to a demonstrable failure to fulfill the obligations of Studio S.A.C. regarding its Services.
8. The liability of Studio S.A.C. is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if Studio S.A.C. is not insured, liability is limited to the amount paid by the Client, excluding travel costs.
9. The limitation of liability as described in this article does not apply in the event of intent or deliberate recklessness on the part of Studio S.A.C..
10. This provision does not exclude liability to the extent that liability may not be limited or excluded by law.
11. The Client remains responsible for payments at all times.
12. All information and prices in the interior advice of Studio S.A.C. and on the Website are subject to typographical errors and changes. Although the interior advice and the website have been compiled with great care, Studio S.A.C. no liability whatsoever for damage caused by any errors, imperfections or inaccuracies in the interior design advice or on the Website. Although Studio S.A.C. does its best to replace products in the interior design advice and on the Website when they are sold out, Studio S.A.C. cannot guarantee that the content of the interior design advice is up to date. Also, not all information and advice provided by interior design advice can be regarded as personal advice. Studio S.A.C. is not liable for any damage resulting from the complete, partial or incorrect application of the information and advice from the interior design advice and the Website.

Article 10 Force majeure
1. Force majeure means all external causes, beyond the control or fault of Studio S.A.C., as a result of which timely, complete or correct fulfillment of the Agreement is no longer possible.
2. Force majeure as referred to in the previous paragraph also includes, but is not limited to: non-compliance by a third party, illness of Studio S.A.C. staff. yourself or a third party, abnormal weather conditions, disruptions in water and energy supplies, strikes, serious disruptions in the systems of Studio S.A.C. or from third parties, fire, floods, natural disasters, riots, war or other civil unrest.
3. In the event of force majeure, performance of the Agreement will be suspended as long as the force majeure continues.
4. If the force majeure lasts longer than one month, both parties are entitled to terminate the Agreement without judicial intervention. In such a case, Studio S.A.C. will refund any amounts paid, minus all costs incurred by Studio S.A.C. has made in relation to the Agreement.

Article 11 Confidentiality of data
1. Each party guarantees that all information received from the other party that it knows or should know is of a confidential nature will remain secret. The party that receives confidential information will only use it for the purpose for which it was provided. Data will in any case be considered confidential if it has been designated as such by one of the parties. Studio S.A.C. cannot be held to this if the provision of data to a third party is necessary pursuant to a court decision, a legal regulation or for the correct execution of the agreement.

Article 12 Intellectual property
1. Studio S.A.C. reserves the rights and powers that accrue to it under the Copyright Act. Subject to the exceptions provided for in or pursuant to the Copyright Act, nothing from the interior design advice and the website of Studio S.A.C. may be reproduced in any way. be reproduced, stored in a retrieval system, or made public in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Studio S.A.C.
2. All by Studio S.A.C. delivered goods remain the property of Studio S.A.C. and are exclusively intended to be used by the Client in the context of the Services. The aforementioned data may not be provided by the Client without the express prior permission of Studio S.A.C. be reproduced, made public, exploited or brought to the attention of third parties.
3. The Client guarantees that no rights of third parties oppose making it available to Studio S.A.C. of data. The Client will inform Studio S.A.C. against any action based on the claim that such making available, use, editing, installation or incorporation infringes any right of third parties.

Article 13 Complaints procedure
1. The Client is obliged to inspect the Service immediately upon receipt of the Service. Errors or inaccuracies that may be discovered during an initial inspection, taking into account the requirements of reasonableness and fairness, must be reported in writing to Studio S.A.C. within 3 (in words: three) working days after receipt of the Services.
2. If the Client submits a complaint in a timely manner, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the other items ordered and what he has requested from Studio S.A.C. has given the order.
3. At Studio S.A.C. complaints submitted will be processed within 10 working days of receipt of the complaint. If the complaint cannot be answered within 10 working days, Studio S.A.C. will report this in a timely manner and provide an indication of the period within which the Client can expect a response.
4. If it is established that a complaint is unfounded, costs that have been incurred, including research costs, on the part of Studio S.A.C. as a result of the complaint, will be entirely at the expense of the Client.

Article 14 Applicable law and competent court
1. On the legal relationship between Studio S.A.C. and its Clients, only Spanish law applies.
2. All disputes arising between Studio S.A.C. and Customer may arise will be settled by the legally competent court.
3. The judge to hear disputes between Studio S.A.C. and the client is the competent court in the district where Studio S.A.C. is established, unless mandatory legal provisions declare another court competent.