Table of Contents
Article 1. Definitions
Article 2. Identity of EMdot Studio
Article 3. General provisions
Article 4. The offer
Article 5. The Agreement
Article 6. Right of withdrawal
Article 7. Extension of right of withdrawal when not informed
Article 8. Exercise of the right of withdrawal
Article 9. Fee (Honorarium)
Article 10. Cost‑increasing circumstances
Article 11. Additional work
Article 12. Payment and invoicing
Article 13. Delivery of Services and Products
Article 14. Complaints
Article 15. Dissolution, suspension, termination of the Work in unfinished state and cancellation
Article 16. Liability
Article 17. Force majeure
Article 18. Guarantee and Product Responsibility
Article 19. Transfer
Article 20. Intellectual property
Article 21. Exclusivity
Article 22. Set‑off and suspension
Article 23. Applicable law
Article 24. Survival
Article 25. Modification or supplement



Article 1 – Definitions

In these general terms and conditions is meant under:
1.1 EMdot Studio: the service provider defined in Article 2 of these general terms and conditions, hereinafter to be named: EMdot or the Service Provider.
1.2 Client: the natural or legal person who concludes an Agreement with EMdot for the delivering of Products or Services by EMdot to Client.
1.3 Consumer: the Client who does not act in exercise of business or profession.
1.4 Agreement: every arrangement between EMdot and Client for the granting of Services / delivering of Products by EMdot to Client.
1.5 Parties: Client and EMdot together.
1.6 Written / in Writing: by e‑mail, by post or by WhatsApp.
1.7 Third party/parties: other natural or legal persons who are no part of this Agreement.
1.8 Cost‑increasing circumstances: circumstances in the sense of article 7:753 Dutch Civil Code which are of such nature that at the coming into being of the Agreement no account needed to be held with the chance that they would occur, circumstances which cannot be attributed to EMdot and circumstances which increase the costs of the Work with 5% or more.
1.9 Additional work: the by Client desired additions or changes in the agreed Work (article 7:755 Dutch Civil Code).
1.10  Services: the multidisciplinary design and consultancy services provided by EMdot Studio, but not limited to architectural design, interior design, spatial planning, technical design and documentation, visualisation, procurement, project coordination and related services. EMdot Studio may provide such Services through its multidisciplinary team and network of appropriately qualified architects, engineers, designers, consultants and other specialists.
Where applicable law requires a particular service, submission, certification or approval to be performed, signed or supervised by a registered, licensed or otherwise authorised professional, EMdot Studio shall engage or coordinate the appropriately qualified professional as required by the jurisdiction of the Project. The respective professional remains responsible for those regulated professional acts within their appointed scope.
1.11 Design/Site Supervision: attendance, observation and coordination by EMdot Studio in connection with the Project for the purpose of supporting conformity with the approved design intent. Unless expressly agreed otherwise in Writing, Design/Site Supervision does not constitute continuous construction supervision, contractor management, responsibility for construction methods, workmanship, sequencing, health and safety, statutory site supervision, or acceptance of responsibilities belonging to contractors, engineers, architects or other appointed professionals.
1.12 Products: the by EMdot to deliver products including, but not exclusively: furniture, custom furniture, lighting, interior finishes and other products for the furnishing of the building and/or the house or a part thereof.
1.13 Work: the intended end result.
1.14 Element budget: the by EMdot drawn up budget containing the Services and Products and the costs thereof.
1.15 Cost estimation: an at the drawing up of the offer or order confirmation estimation of the to be expected hours and possibly other activities and the tariffs belonging thereto.
1.16 Fixed fee: the amount or percentage agreed in the applicable Agreement for specified Services and/or Products, stated in the Contract Currency.
1.17 Contract Currency: the currency specified in the applicable Proposal, Order Confirmation or Agreement, including EUR, CHF or another currency expressly agreed in Writing.
1.18 Hourly rate: the agreed rate for Services performed on the basis of time spent; every started hour counts as a full hour.
1.19 External costs: all costs of third parties incurred by EMdot in connection with the performance of the Services (samples, models, permits, printing, couriers, travel, accommodation, photography, consultants, etc.).
1.20 Travel expenses: costs incurred for travel in the performance of the Services, calculated at €0.75 / CHF 0.70 per kilometre within the Netherlands and at actual costs for international travel; travel time may be charged at the applicable hourly rate.
1.21 Supplier discounts: all discounts, bonuses or rebates obtained by EMdot from suppliers, which belong exclusively to EMdot and not to the Client.

 
Article 2 - Identity of EMdot Studio

Company name: EMdot Studio
Registered office: Hilversum, The Netherlands
E‑mail: info@emdotstudio.com
Telephone: +31 6 3611 1835
KvK number: 80020720
VAT number: NL003382272B68
 
Article 3 - General provisions
 
3.1 These general conditions are applicable to every offer and all (legal) acts of EMdot and to every concluded Agreement between EMdot and Client.
3.2 If the Agreement is concluded electronically, can in deviation of the previous paragraph and before the agreement is concluded, the text of these general conditions by electronic way to the Client be made available in such way that this can be stored by the Client in a simple manner on a durable data carrier. If this is reasonably not possible, will before the agreement is concluded, be indicated where of the general conditions by electronic way can be taken note of and that they on request of the Client by electronic way or in another manner free of charge will be sent.
3.3 Unless expressly otherwise and in Writing agreed is the applicability of other general conditions excluded.
3.4 Deviations or additions to these general conditions are only valid if these expressly in Writing are agreed.
3.5 If and insofar on ground of reasonableness and fairness or the unreasonably onerous character on any provision of these general conditions no appeal can be done, comes to the concerning provision as regards the content and purpose in any case a as much as possible corresponding meaning, so that thereto still an appeal can be done.
3.6 If a provision of these general conditions or an Agreement appears to be void or is annulled, this does not affect the validity of the entire general conditions or Agreement. Parties enter into consultation in order to agree on a new provision as replacement of the void and/or annulled provision, whereby as much as possible the goal and the purpose of the void and/or annulled provision are observed.
3.7 EMdot may engage third parties solely for coordination and facilitation. EMdot does not assume managerial responsibility for contractors’ internal personnel, work allocation, or operational methods. Responsibility for execution, staffing and performance rests exclusively with the engaged party.
3.8 The operation of art. 7:404 and 7:407 paragraph 2 Dutch Civil Code are excluded.
3.9 The Client acknowledges having read and accepted these terms when requesting Services by e‑mail, enquiry form, telephone or otherwise.
 
Article 4 -  The offer
 
4.1 If an offer has a limited validity duration or occurs under conditions, this is expressly in the offer stated.
4.2 The offer contains a description of the offered Products and/or Services. The description is sufficient to make a good assessment of the offer by the Client possible. Obvious mistakes or obvious errors concerning for example displayed amounts do not bind EMdot.
4.3 Intake meetings, design consultations and preparation of proposals/vision studies are paid Services unless expressly stated otherwise; fees are communicated in advance and payable before further Services commence. Initial contact by e-mail, enquiry form or phone is free of charge.
 
Article 5 - The Agreement
 
5.1 The Agreement comes into being at the moment of acceptance by the Client of the offer and the fulfilling of the conditions thereby set.
5.2 EMdot reserves the right to not give execution to a concluded Agreement, for example if it has good reason for doubt or information that Client will (be able to) not fulfil his (financial) obligations. If EMdot refuses then it will Client within a reasonable term after the closing of the Agreement in Writing of the refusal inform.
5.3 These general conditions are also applicable to future, additional and/or following Agreements.
5.4 Agreed (de)livery terms are always indicative terms. The terms for (de)livery are not fatal terms. Exceeding of a term gives the Client thus no right to compensation.
5.6 During the execution of the Agreement EMdot has the right to mention its name at the house and/or the building where the Services and/or Products are delivered.
5.7 The Client shall ensure timely, complete and correct provision of all data, documents and access reasonably required by EMdot; delays caused by the Client are for Client’s risk and account.
 
 
Article 6 - Right of withdrawal
6.1 Statutory Right of Withdrawal
Where the Client qualifies as a Consumer and a statutory right of withdrawal applies to an Agreement concluded at a distance or outside EMdot Studio’s business premises, the Consumer may withdraw from the Agreement without giving reasons within fourteen (14) days from the date on which the Agreement for Services is concluded.
In relation to Products, the applicable statutory withdrawal period shall commence in accordance with applicable mandatory consumer law, generally from the date on which the Consumer, or a third party designated by the Consumer other than the carrier, receives the Product.
6.2 Commencement of Services During the Withdrawal Period
Where the Consumer expressly requests EMdot Studio to commence the Services before expiry of the statutory withdrawal period, EMdot Studio may commence performance immediately.
If the Consumer subsequently exercises a valid statutory right of withdrawal before the Services have been fully performed, the Consumer shall remain liable, to the extent permitted by applicable mandatory law, for the proportionate value of the Services performed up to the time at which the withdrawal is communicated to EMdot Studio.
6.3 Full Performance During the Withdrawal Period
Where the Services have been fully performed during the statutory withdrawal period following the Consumer’s prior express request to commence performance and acknowledgement that the right of withdrawal will be lost upon full performance, the statutory right of withdrawal shall cease to apply to the extent permitted by applicable mandatory law.
6.4 Bespoke and Personalised Products
The statutory right of withdrawal does not apply to Products manufactured according to the Consumer’s specifications, clearly personalised Products, or other Products or circumstances excluded from the statutory right of withdrawal, where and to the extent that the requirements of applicable mandatory law for such exclusion are satisfied.
For the avoidance of doubt, the bespoke or individually developed nature of EMdot Studio’s design Services does not by itself exclude a statutory right of withdrawal where such right otherwise applies.
6.5 Financial Consequences of Withdrawal
Where the Consumer validly exercises a statutory right of withdrawal, any refund or amount remaining payable shall be determined in accordance with applicable mandatory law.
Where the Consumer expressly requested commencement of the Services during the withdrawal period, EMdot Studio shall be entitled to payment for the Services lawfully chargeable and performed up to the time at which withdrawal is communicated, together with External Costs, non-cancellable commitments and other amounts that may lawfully be charged to the Consumer.
Any advance payment, initial instalment or other amount already paid shall first be applied against amounts properly due to EMdot Studio. Any remaining amount shall be refunded only to the extent required by applicable mandatory law.
6.6 Relationship with Contractual Cancellation
The statutory right of withdrawal under this Article is separate from any contractual right to terminate or cancel the Agreement.
Following expiry or lawful loss of any applicable statutory withdrawal period, cancellation or termination by the Client shall be governed by Article 15 — Termination and Cancellation, including the applicable provisions concerning Services performed, project stages reached, reserved capacity, External Costs, non-cancellable commitments and cancellation compensation.
The right of withdrawal under this Article applies exclusively where the Client qualifies as a Consumer and where such right exists under applicable mandatory law. Business Clients have no contractual right of withdrawal under this Article unless expressly agreed otherwise in Writing.

 
 
Article 7 - Extension right of withdrawal for Products at not informing right of withdrawal
 
7.1 If EMdot the legally mandatory information about the right of withdrawal has not provided, runs the reflection time twelve months after the end of the original, according to the previous paragraphs of this article determined reflection time.
 
7.2 If EMdot the in the previous paragraph meant information to Consumer has provided within twelve months after the starting date of the original reflection time, expires the reflection time 30 days after the day on which Consumer that information has received.
 
 
Article 8 - Exercise of the right of withdrawal
8.1 Consumer sends the Product back with all delivered accessories, if reasonably possible in original state and packaging, and conform the by EMdot provided reasonable and clear instructions.
8.2 The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with Consumer.
8.3 Consumer bears the direct costs of the sending back of the Product.
 
 
Article 9 -  Fee (Honorarium)
 
9.1 All fees and amounts are stated in the Contract Currency specified in the Agreement. Unless expressly stated otherwise, fees quoted to Business Clients are exclusive of applicable VAT or similar taxes. Amounts payable by Consumers shall be presented in accordance with applicable mandatory consumer pricing requirements. VAT, sales tax and other applicable taxes shall be determined according to the nature of the transaction, Client status, place of supply and applicable law.
9.2 Third-Party, Product and Material Price Changes
Prices of Products, materials and third-party services are based on supplier prices and other external cost factors applicable at the time of quotation or order. Any subsequent increase imposed by suppliers, manufacturers, carriers, authorities or other independent third parties, including increases relating to furniture, natural stone, timber, materials, manufacturing, freight, duties or similar project costs, may be passed on to the Client where legally permitted. Such increases shall not constitute an increase of EMdot Studio’s agreed Fixed Fee for its own Services. Third-party quotations and Product prices remain subject to supplier availability, validity periods, currency fluctuations and supplier confirmation until the relevant order has been placed and accepted.
9.3 Indexation of Rates
EMdot Studio may adjust its hourly rates and other time-based service rates once per calendar year to reflect inflation, market conditions and wage-cost developments. Adjusted rates shall apply prospectively to Services performed after the effective date of the adjustment and shall be notified to the Client in Writing in advance. For Consumers, any adjustment shall apply only to the extent permitted by mandatory applicable law.
9.4 Where cost-determining factors beyond EMdot Studio’s reasonable control increase after conclusion of the Agreement, EMdot may adjust the affected fees accordingly, up to a maximum of 20%, to the extent permitted by applicable law. Changes in VAT, taxes, duties or other mandatory governmental charges may be passed on separately and are not subject to this cap. Mandatory Consumer rights remain unaffected.
9.5 A composite quotation does not oblige EMdot Studio to perform any individual part of the Services or supply any individual Product for a proportionate part of the total quoted amount.
9.6 Discounts, preferential rates and quoted amounts apply solely to the Agreement for which they were offered and do not automatically apply to future Agreements, extensions of Scope, Additional Work or other Services.
9.7 Supplier Discounts and Commercial Benefits
Supplier discounts, trade discounts, rebates, commissions, bonuses or other commercial benefits obtained by EMdot Studio in connection with procurement, sourcing or purchases belong exclusively to EMdot Studio and are not required to be passed on or disclosed to the Client, unless expressly agreed otherwise in Writing or required by mandatory applicable law.
9.8 Time-Based Services
Services performed on a time-spent basis are charged at the applicable hourly rate. Unless expressly agreed otherwise in Writing, each commenced hour is chargeable as a full hour and no pro-rata billing in shorter increments applies.
Time spent travelling, waiting on site, attending meetings, coordinating with contractors, suppliers, consultants or other third parties, or remaining available at the Client’s request in connection with the Services may be charged at the applicable hourly rate.
9.9  Travel by car is charged at €0.75 / CHF 0.70 per kilometre, unless another rate is stated in the Agreement. Parking, tolls, ferries and similar travel expenses are charged separately.
International travel, including flights, rail travel, accommodation, local transportation, visas, subsistence/per diem and other reasonable project-related travel expenses, is charged at actual cost unless otherwise agreed in Writing. Travel time may additionally be charged at the applicable hourly rate in accordance with Article 9.8.
9.10  External Costs incurred or advanced by EMdot Studio in connection with the Project, including samples, models, permits, couriers, printing, mock-ups, freight, shipping and other project-related expenditure, are charged to the Client in addition to EMdot Studio’s fees unless expressly included in the agreed Scope. Supporting documentation may be provided upon reasonable request.
9.11  In addition to inflation correction (Art. 9.3), EMdot may annually index hourly rates and fixed fees in line with market conditions and wage cost developments. Indexation will be notified in Writing and applies to ongoing and future Services unless agreed otherwise.
 
Article 10 - Cost‑increasing circumstances
 
10.1 Cost‑increasing circumstances give EMdot right to reimbursement of the from it resulting costs.
10.2 If EMdot is of opinion that cost‑increasing circumstances have occurred, it must inform Client hereof as soon as possible. Subsequently will Parties within 14 days deliberate whether cost‑increasing circumstances have occurred and, if so, to what extent the cost increase according to reasonableness and fairness will be reimbursed.
10.3 If there is question of cost‑increasing circumstances, Client is entitled to, instead of agreeing in a reimbursement, limit, simplify or terminate the Work. The amount that Client in this case owes will according to standards of reasonableness and fairness be determined.
 
 
Article 11 - Additional work
 
11.1 Client-Requested Additional Work
Any Services or activities requested, instructed or authorised by the Client that fall outside the agreed Scope constitute Additional Work and are chargeable at EMdot Studio’s applicable additional-services rate, together with applicable travel time, expenses and External Costs.
A Client’s request, instruction or authorisation, whether made in Writing, verbally, during a meeting, by telephone or otherwise, constitutes sufficient authorisation for EMdot Studio to perform and charge for such Additional Work. No separate quotation, estimate, advance calculation of hours, purchase order or further written approval is required unless expressly agreed otherwise in Writing.
Performance by EMdot Studio of such Client-requested Additional Work gives rise to the Client’s corresponding payment obligation in accordance with the applicable rates under the Agreement.
11.2 Continuing or Time-Based Services
Where the Client has requested or authorised Services charged on a time basis, including site visits, supervision, coordination, meetings, procurement support, sourcing or similar activities, such authorisation applies to the reasonable time required to perform or continue the authorised activity. Separate approval is not required for each hour, continuation of a visit, related communication, or each individual journey reasonably required in connection with the authorised Services, unless expressly agreed otherwise in Writing.
11.3 EMdot-Initiated Additional Work and Urgent Action
Where EMdot Studio identifies Additional Work that has not been requested, instructed or authorised by the Client, EMdot shall inform the Client and obtain approval before proceeding where reasonably practicable.
Prior approval is not required where immediate or reasonably necessary action is required to protect the Client’s interests, prevent or limit damage, address a safety concern, avoid material delay or disruption, preserve the integrity of the approved design, or respond to an urgent issue arising during authorised Services. Such work constitutes chargeable Additional Work at the applicable rates, and EMdot Studio shall inform the Client as soon as reasonably practicable.
11.4 Site visits, additional meetings, procurement support, sourcing and sample acquisition not explicitly included in the Agreement are considered Additional work and are invoiced separately in accordance with the usual tariffs, plus travel and expenses as set out in Article 9.
11.5 Unless otherwise stated in the Agreement, Additional Work is charged at the additional-services rate stated in the applicable Proposal or Agreement.
 
Article 12 - Payment and invoicing
 
12.1 Unless otherwise determined in the Agreement or additional conditions, amounts owed by the Client shall be paid within five (5) working days after the invoice date. In specific cases, EMdot Studio may allow up to ten (10) working days, if expressly agreed in Writing.
12.2 The Client shall inform EMdot Studio without delay of any inaccuracies in provided or stated payment information.
12.3 Any dispute regarding an invoice must be notified to EMdot Studio in Writing within five (5) working days after receipt, stating the reasons for the dispute. For Business Clients, failure to object within this period may be taken into account as evidence of acceptance of the invoice. For Consumers, mandatory statutory rights remain unaffected.
12.4 If the Client fails to comply with a payment obligation when due, EMdot Studio is entitled to charge applicable statutory interest and to suspend the Services. For Business Clients, extrajudicial collection costs are contractually fixed at 15% of the outstanding principal amount, with a minimum of €250 / CHF 250. For Consumers, collection costs, statutory notices and applicable payment periods shall be determined in accordance with mandatory applicable law.
EMdot Studio shall not be liable for any delay, rescheduling, additional costs or other consequences resulting from a lawful suspension due to non-payment, and affected project dates and delivery periods shall be extended accordingly.
12.5 In the event of bankruptcy, liquidation, suspension of payments, applicable debt-restructuring proceedings, or a reasonable prospect thereof, all outstanding claims of EMdot Studio against the Client shall become immediately due and payable, to the extent permitted by applicable law.
12.6 Payments received shall be applied first to costs and interest and thereafter to the oldest outstanding due invoice, unless mandatory applicable law requires otherwise.
12.7 Payment shall be made without suspension, deduction or set-off, except where such rights cannot be excluded under mandatory applicable law.
12.8 Submission of a complaint or dispute does not suspend the Client’s payment obligations, except to the extent otherwise required by mandatory applicable law.
 
 
Article 13 - Delivery of Services and Products
 
13.1 As place of delivery applies the address that the Client to EMdot has made known.
13.2 Client is himself final responsible for the obtaining of the correct (building) permits; EMdot may support as consultant only.
13.3 EMdot delivers the Products and Services conform the Agreement.
13.4  If delivery of a Product named on the Element budget proves impossible, EMdot will endeavour to make available a replacement Product and will clearly state if a replacement is delivered. For replacement items, consumer right of withdrawal cannot be excluded; return costs in such case are for EMdot.
13.5 The risk of damage and/or loss of Products rests with EMdot until delivery and/or placement at Client or a beforehand designated representative, unless expressly otherwise agreed. Retention of title: ownership of Products delivered by or via EMdot transfers only after full payment of all amounts due under the Agreement (including interest/costs); until transfer, EMdot may exercise a right of retention over goods and documents in its possession.
13.6 Ownership of Products delivered by or via EMdot transfers only after full payment of all amounts due under the Agreement (including interest and costs). Until such time, EMdot may exercise a right of retention over goods and documents in its possession and withhold deliverables (including drawings, files and visualisations) until all outstanding amounts are settled.
13.7 Where EMdot facilitates procurement of goods on behalf of the Client, orders are placed only after the Client’s Written authorisation and required funds (deposit or full price) have been received by EMdot or paid directly to the vendor. Custom or special-order items are generally non-refundable once ordered. Any defects, delays, cancellations, or warranty issues concerning procured goods are to be resolved directly between the Client and the vendor. Manufacturer/vendor warranties apply directly between them. EMdot is not liable for vendor performance, quality, delivery or pricing, regardless of whether the vendor was recommended by EMdot. Under no circumstances shall delays, defects or disputes relating to contractors or vendors give the Client any right to suspend or withhold payment of EMdot’s fees.
13.8 All delivery terms are indicative. To possible stated terms Client can derive no rights.
13.9 The Work counts as delivered when EMdot has stated that the Work is ready for delivery and Client has accepted the Work.
13.10 If EMdot has stated that the Work is ready and Client not within eight days thereafter lets know whether he the Work accepts or not, counts the Work as delivered.
13.11 If Client rejects the Work, he must do that in Writing with statement of the defects which are the reason for rejection. Small defects, which can be repaired on short term and do not hinder use, are no reason for rejection.
13.12 If the Client puts the Work into use, the Work counts as delivered.
13.13 From the moment that the Work counts as delivered, is the Work for risk of Client.
 
 
Article 14 - Complaints
14.1 Client can on a defect in the performance no longer appeal, if he not within 2 (two) months after he the defect has discovered or reasonably should have discovered at EMdot has protested; for visible defects at delivery applies a term of 48 (forty‑eight) hours. Business Clients may also be subject to shorter internal inspection terms as agreed in the Agreement.
14.2 The Client must give EMdot in any case 4 (four) weeks time to come with a proposal to solve the complaint in mutual consultation.
14.3 If a complaint not within these terms to EMdot is reported, the Product and/or the Work is deemed to correspond to the Agreement.
14.4 Complaints do not suspend the payment obligation of a Client acting in business or profession.
 
 
Article 15 - Dissolution, suspension, termination of the Work in unfinished state and cancellation
 
15.1 Termination by EMdot for cause
If the Client fails to fulfil any obligation, is (threatened to be) declared bankrupt, applies for suspension of payments, liquidates its business, or if (part of) its assets are seized, EMdot may immediately suspend its performance or terminate/dissolve the Agreement in whole or in part by Written notice. In such cases EMdot retains all rights to payment of outstanding amounts, reimbursement of all costs and expenses, and compensation of damages and statutory interest.
15.2 Suspension at the Client’s request
The Client may request suspension of the Work in whole or in part. All demonstrable costs, losses, and damages suffered by EMdot as a result of the suspension—including, without limitation, reserved capacity, hours already worked, third-party commitments, administrative costs, and any provisions EMdot must make due to the suspension—shall be fully reimbursed by the Client.
- If the suspension exceeds fourteen (14) days, EMdot may demand proportional payment for the part already executed, including all hours worked, deliverables prepared, and all materials, Products and third-party services ordered or delivered.
- If damage or deterioration to the Work, materials or Products arises during the suspension and such damage cannot reasonably be attributed to EMdot, such damage shall not be borne by EMdot.
- If the suspension exceeds one (1) month, EMdot may terminate the Agreement without liability. Settlement shall take place in accordance with Articles 15.4–15.6
15.3 Termination / cancellation by the Client (for convenience)
The Client may terminate or cancel the Agreement in whole or in part at any time by Written notice. Such termination is deemed a cancellation for the Client’s convenience and not due to any default by EMdot, unless EMdot has expressly acknowledged a culpable breach in Writing.
15.4 Compensation upon termination / cancellation
In all cases of termination or cancellation by the Client (other than a proven culpable breach by EMdot), EMdot is entitled to full reimbursement of:
a. All Services actually performed up to the termination date, including all hours worked, design development, concept work, drawings, presentations, visualisations, project coordination, procurement support, site visits and all other deliverables prepared;
b. All External costs and third-party commitments incurred on behalf of the Client (including cancellation fees of suppliers, consultants or contractors); and
c. A cancellation fee as fair compensation for reserved capacity, scheduling losses and loss of profit, calculated as follows (subject to mandatory consumer law):
– cancellation after signing but before concept development: up to 50% of the total contract sum;
– cancellation after concept development has started or been presented: up to 80% of the total contract sum;
– cancellation after technical design, procurement, or when the project is substantially complete or irrevocably committed: up to 100% of the total contract sum.
15.5 Minimum compensation once substantial work has begun
Unless mandatory law dictates otherwise, the Client acknowledges that due to the bespoke, labour-intensive nature of EMdot’s Services, a minimum compensation of at least 80% of the total contract sum is reasonable once substantive work beyond intake and proposal has begun.
15.6 No refund of fees already paid
Fees, deposits and retainers already paid by the Client are non-refundable and will be credited against the amounts due under Articles 15.4 and 15.5. EMdot may exercise its right of retention over all materials, deliverables, drawings, files, documents and visualisations until full payment is received.
15.7 Consequences of termination
Upon termination for any reason, the Client shall immediately cease all use of EMdot’s materials and, upon request, return or permanently delete all files, drawings, documents and visualisations.
Any use after termination without a Written licence from EMdot triggers the penalties set out in Article 20, without prejudice to EMdot’s right to full damages and injunctive relief.
15.8 Consumer protection
Where the Client qualifies as a Consumer under Dutch law, any cancellation fee will be limited to what is permitted under mandatory consumer law and aligned with:
(a) the proportion of work performed; and
(b) the reasonably foreseeable loss suffered by EMdot.
 
 
Article 16. - Liability

16.1 If Client is a Consumer:
    16.1.1 The total liability of EMdot is limited to damage up to maximum the amount excluding VAT agreed for the Service/Product or the (sub)part from which the damage originates; in no case more than the amount paid out by EMdot’s liability insurance.
   16.1.2 Not limited is liability for damage resulting from intent or deliberate recklessness of EMdot.
 
16.2 If Client acts in the exercise of profession or business:
   16.2.1 EMdot is not liable for indirect and direct damage, except for damage resulting from intent or deliberate recklessness of EMdot. If nevertheless liable for direct damage, liability is limited to the amount of the invoice for that Agreement (excl. VAT) and never more than the insurance payout.
   16.2.2 Direct damage means: (a) reasonable costs to make EMdot’s performance conform; (b) reasonable costs to determine cause and extent of damage relating to direct damage; (c) reasonable costs to prevent/limit damage where Client proves such limitation.
   16.2.3 Client indemnifies EMdot for claims of Third parties in connection with execution of the Agreement.
 
16.3 General provisions about liability:
   16.3.1 Condition for any right to compensation is that Client reports the damage as soon as possible in Writing. Every claim lapses 12 (twelve) months after arising.
   16.3.2 EMdot is not liable for damage inflicted by auxiliaries as meant in art. 6:76 Dutch Civil Code.
   16.3.3 EMdot is not liable for damage due to incorrect/incomplete data or permits supplied by or on behalf of Client.
   16.3.4 EMdot maintains appropriate professional and business liability insurance; any liability is in all cases limited to the amount actually paid out under the relevant
   policy plus any deductible.
16.4 EMdot Studio is not liable for acts, omissions, delays, defects, workmanship or performance of independent contractors, suppliers, consultants, vendors or other third parties, including where selected, recommended, introduced, coordinated or appointed by EMdot Studio. Such parties remain independently responsible for their own work, products and professional obligations. Any liability that cannot legally be excluded remains subject to the limitations of this Article.
16.5 Site & Contractor Responsibility.
Where EMdot Studio provides Design/Site Supervision, site attendance, observation, advice or coordination, such involvement is intended to support the approved design intent and does not constitute acceptance, assumption or transfer of responsibility for the work or performance of contractors, suppliers or other independent third parties.
EMdot Studio may observe the Works, provide design guidance, identify apparent deviations, recommend corrections and coordinate design-related matters; however, such involvement does not constitute a guarantee, certification or approval of workmanship and does not make EMdot Studio responsible for the acts, omissions, errors, defects or non-performance of the party carrying out the relevant work.
Contractors and other appointed professionals remain responsible for their own construction methods, workmanship, measurements, execution, sequencing, staffing, site safety, statutory compliance and obligations within their respective scope. Unless expressly agreed otherwise in Writing, EMdot Studio has no duty to continuously inspect the Works or to discover every defect, error, omission or non-conformity.

 
 
Article 17 - Force majeure
17.1 In addition to art. 6:75 Dutch Civil Code, a shortcoming of EMdot is not attributable in case of circumstances independent of EMdot’s will that prevent fulfilment, including supplier defaults, (power) failures, computer viruses, extreme weather, fire (danger), (threatening) war, pandemics, epidemics, quarantines, sick leave, incapacity, strikes, government measures and defects of vehicles/equipment used for transport or installation.
17.2 In such case obligations are suspended as long as performance is prevented. If this situation lasts 30 (thirty) calendar days, both Parties may dissolve the Agreement in Writing; EMdot owes no compensation, even if EMdot enjoys any benefit due to the force majeure.
17.3 If the Agreement ends on ground of force majeure, EMdot has right to payment of the already worked hours and investments at that time.
 
 
Article 18 - Guarantee and Product Responsibility
18.1 EMdot Studio guarantees that any products designed, manufactured, or sold under its own label meet the specifications agreed with the Client and the reasonable standards of quality and usability applicable on the date of delivery.
18.2 EMdot Studio does not manufacture third-party Products and is not responsible for manufacturing defects, supplier performance or manufacturer warranties beyond obligations that cannot legally be excluded. Where EMdot acts solely as procurement coordinator or agent, responsibility remains with the relevant supplier. Where EMdot purchases and resells Products, including from B2B-only suppliers, applicable manufacturer and supplier warranties shall be pursued where available, without prejudice to mandatory statutory rights.
18.3 Any manufacturer’s or vendor’s warranties apply directly between the Client and the respective third party. EMdot Studio may, at its discretion, assist in communication or coordination, but such assistance shall not imply any acceptance of liability or warranty obligation. Any time spent on such assistance may be charged in accordance with Article 9.
18.4 The guarantee shall not apply if:
 a. the Client or third parties have installed, repaired, altered, or handled the goods without following EMdot Studio’s or the manufacturer’s written instructions;
 b. the goods have been exposed to abnormal conditions, misuse, or insufficient maintenance;
 c. any unsoundness results wholly or partly from government regulations or material restrictions beyond EMdot Studio’s control.
18.5 EMdot Studio provides no guarantee for design services, drawings, or aesthetic outcomes. Responsibility for correct installation, handling, and maintenance of supplied products lies exclusively with the Client or the appointed contractor.
18.6 Except in cases of proven intent or gross negligence by EMdot Studio, the company shall not be liable for any direct, indirect, or consequential damages arising from product defects, vendor delays, or third-party performance. This limitation applies in conjunction with Article 16 (Liability).

 
 
Article 19 - Transfer
19.1 Rights from this Agreement cannot be transferred without prior Written approval of the other party. This applies as a clause with property‑law effect as meant in article 3:83 paragraph 2 Dutch Civil Code.
 
 
Article 20 - Intellectual property
20.1 All intellectual property rights relating to and/or resulting from Services granted by EMdot rest with EMdot. Client obtains only the non‑exclusive and non‑transferable usage rights expressly granted by these conditions and the law. Any other or further right is excluded.
The Client obtains only a non-exclusive, non-transferable right of use limited to the specific project for which the materials were prepared. Any further or other rights are excluded. Drawings and plans are conceptual and convey design intent based on information provided by the Client; EMdot is not liable for errors arising from inaccurate, incomplete or misleading Client-provided information. Payment for Services does not constitute assignment of copyright or other intellectual property rights unless an assignment is expressly agreed in Writing.
20.2 Documents provided by EMdot are intended solely for use by Client for the specific project. Client may not make information public and/or reproduce in any form (including editing, selling, making available, distributing or integrating in networks), unless EMdot has permitted this in Writing or it follows from the nature of the Agreement.
20.3 EMdot retains the right to use acquired knowledge for other purposes insofar no confidential information of Client is provided to Third parties.
20.4 Client indemnifies EMdot for Third‑party claims regarding intellectual property rights where such claims are attributable to Client (e.g., materials provided by Client without proper authorisation).
20.5 Any unauthorised use of EMdot’s materials triggers an immediately payable penalty equal to the greater of €25,000 or three (3) times the fee stipulated for the relevant Agreement, without prejudice to EMdot’s right to full damages and injunctive relief.
For Consumers, any contractual penalty or compensation for unauthorised use shall apply only to the extent permitted by mandatory law. This does not prejudice EMdot's rights to seek cessation of infringement, injunctive relief, damages and other remedies available under applicable intellectual-property law.
20.6 EMdot may document the development and completed result of the Project for professional records and portfolio purposes, subject to applicable privacy and data-protection law. EMdot shall not publish the Client's name, exact private residential address, identifiable family information or other confidential personal information without prior Written consent. Where publication would reasonably reveal the identity or private residence of the Client, EMdot shall obtain appropriate consent before publication.
 
 
Article 21 - Exclusivity
21.1 During the Agreement, EMdot shall be the exclusive design consultant in relation to the Services and design scope expressly assigned to EMdot under the Agreement, unless otherwise agreed in Writing. The Client shall not instruct another designer to modify, reproduce or further develop EMdot's design within that scope without EMdot's prior Written consent, subject to rights that cannot lawfully be restricted.
 
 
Article 22 - Set‑off and suspension
22.1 The right of suspension and the right of set‑off of Client who acts in exercise of business or profession are excluded. In addition, EMdot has a right of retention and lien over materials, documents and goods of the Client in EMdot’s possession, and may withhold deliverables (including drawings/files) until all claims are settled.
 
 
Article 23 - Applicable law
23.1 On Agreements between EMdot and Client to which these general conditions relate, exclusively Dutch law applies.
23.2 Disputes between Parties will as much as possible be solved by good consultation. All disputes between Client and EMdot will exclusively be settled by the competent court in the district in which EMdot is established (Amsterdam/Hilversum region), unless mandatory law dictates otherwise.
23.3 Cross-Border Projects
Where Services concern a Project situated outside the Netherlands, mandatory laws, building regulations, permit requirements, professional regulations and technical requirements applicable at the Project location remain applicable notwithstanding the choice of Dutch law governing the contractual relationship. Unless expressly included within EMdot's agreed scope, the Client remains responsible for obtaining locally required permits, approvals and statutory appointments. EMdot may coordinate with appropriately licensed local architects, engineers, consultants or other regulated professionals where required.
23.4 Taxes and Cross-Border Costs
Fees exclude VAT, sales taxes, withholding taxes, import duties, customs charges, permit fees and comparable governmental charges unless expressly stated otherwise. Such amounts shall be treated according to applicable law and the Client's status and shall be borne by the party legally responsible for them. Where EMdot is legally required to collect, account for or charge such amounts, they shall be added to the Client's invoice where permitted by law.

 
 
Article 24 - Survival
24.1 The provisions from these general conditions and the Agreement which have the purpose to after ending of the Agreement keep their validity, remain after the ending of the Agreement unimpaired in force (including Articles 12, 16, 18, 19, 20, 22–25).
 
 
Article 25 - Modification or supplement
25.1 EMdot is entitled to these general conditions unilaterally to modify or to supplement. In that case EMdot will Client timely inform of the modifications or supplements.
25.2 Between this notification and the coming into force of the modified or supplemented conditions will be minimum 30 (thirty) days.
25.3 If the modification gives EMdot the authority to provide a performance which essentially deviates from the promised performance, a Consumer has the right the modified conditions to refuse or the Agreement to dissolve.


 
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