STUDIO AKIVA – B2B COMMERCIAL DESIGN TERMS & CONDITIONS

Company: Studio Akiva
Registered Office: Konstanzer Strasse 3, 10707 Berlin, Germany UK Branch: 71-75 Shelton Street, London WC2H 9JQ
Trading name: Studio Akiva
Version: B2B Commercial Interior Design Terms
Last updated: 22 May 2026

These Terms apply only to business-to-business commercial interior design projects. They do not apply to consumers or private residential clients.

1. Definitions

In these Terms:

“Studio Akiva”, “Company”, “we”, “us” or “our” means Studio Akiva.

“Client”, “you” or “your” means the business, company, partnership, institution, operator, landlord, tenant, developer or other commercial entity engaging our Services.

“Business Client” means a client acting for purposes connected with its trade, business, craft, profession or commercial activity.

“Agreement” means the agreement between us and you comprising our proposal, quotation, order form, agreed scope of work, these Terms and any written variations agreed between us.

“Project” means the commercial interior design project described in our proposal, quotation, order form or agreed scope.

“Premises” means the commercial premises, property, unit, office, retail space, restaurant, café, hotel, hospitality venue, showroom, serviced accommodation, gallery, event space or other location to which the Project relates.

“Services” means the services expressly agreed in writing, which may include commercial interior design consultancy; concept design; styling; spatial planning; furniture layouts; furniture, fixtures and equipment selection; 2D drawings; CAD drawings for design intent; plans and elevations; 3D visuals; renderings; lighting distribution layouts for design intent; procurement support; sourcing; supplier liaison; logistics coordination; material and fabric samples; design coordination; implementation support; site visits; post-design support; photography styling; and other related services expressly agreed in writing.

“Goods” means furniture, fixtures, fittings, lighting, accessories, artwork, furnishings, samples and any other physical items sourced or procured in connection with the Project.

“Deliverables” means the documents, drawings, design concepts, mood boards, schedules, specifications, furniture lists, procurement lists, 3D visuals, CAD files, presentations, reports or other items expressly identified in the agreed scope.

“Site Visit” means a physical inspection, consultation, meeting, survey or attendance at the Premises or another agreed location.

“Design Intent” means the visual, spatial, aesthetic, functional and conceptual design direction prepared by us. It does not mean architectural, structural, mechanical, electrical, engineering, statutory, fire safety, accessibility, building control or construction design unless expressly agreed in writing.

“Contractors” means any contractors, trades, consultants, installers, fit-out companies, architects, engineers, fire consultants, project managers, quantity surveyors, suppliers, specialist consultants or other third parties involved in the Project.

“Commercial Use” means use of the premises for business purposes, including offices, hospitality, retail, showroom, rental, serviced accommodation, public access, staff use, customer use, brand activation, events or revenue-generating activity.

“Agency Procurement” means procurement carried out by Studio Akiva as a disclosed agent on behalf of the Client, where the purchase contract for Goods is between the Client and the relevant third-party supplier.

2. Business-to-Business Basis

2.1 These Terms apply only to Business Clients and commercial interior design projects.

2.2 By accepting our proposal, paying an invoice, issuing a purchase order accepted by us, approving a scope of work or instructing us to proceed, you confirm that you are entering into the Agreement as a Business Client and not as a consumer.

2.3 Consumer cancellation rights, distance-selling withdrawal rights and other consumer-specific protections do not apply to this Agreement.

2.4 Where an individual accepts the Agreement on behalf of a company, partnership, institution, public body or other organization, that individual confirms that they have authority to bind the relevant organization.

2.5 If you are acting as agent for another party, including a landlord, tenant, operator, investor, developer or end user, you must disclose this before the Agreement is entered into. Unless we agree otherwise in writing, the party named in our proposal or invoice remains responsible for all fees, approvals, information, decisions and payment obligations.

3. Scope of Services 

3.1 We provide commercial interior design and related professional services. We will perform the Services in a timely manner and in accordance with the statement of work (“SOW”) which will be attached here in any Fee Proposal/Service Proposal) referenced as to as “Exhibit A” . The SOW sets forth in detail (i) the scope of the Services and the specific deliverables (“Deliverables”) 

3.2 Our Services are limited to the scope expressly stated in our written proposal, quotation, order form or agreed brief.

3.3 Unless expressly agreed in writing, our Services do not include:

1. architectural services;
   
   

2. structural design or structural calculations;
   
   

3. engineering design;
   
   

4. fire safety design or fire strategy;
   
   

5. accessibility compliance advice;
   
   

6. public access compliance advice;
   
   

7. MEP design;
   
   

8. detailed electrical, plumbing, HVAC or lighting engineering;
   
   

9. statutory building permit applications;
   
   

10. building control submissions;
    
    

11. Baugenehmigung submissions;
    
    

12. SiGeKo, health and safety coordinator or principal designer duties;
    
    

13. project management;
    
    

14. contract administration;
    
    

15. quantity surveying;
    
    

16. cost consultancy;
    
    

17. contractor appointment or contractor management;
    
    

18. site supervision;
    
    

19. snagging, quality control or certification of works;
    
    

20. legal, tax, insurance or financial advice;
    
    

21. licensing, hospitality, workplace, food safety or operational compliance advice; or
    
    

22. verification that the Premises are legally, technically or operationally suitable for the Client’s intended Commercial Use.

3.4 We are interior designers and design consultants. We do not act as architect, engineer, fire consultant, accessibility consultant, principal contractor, construction manager, statutory consultant or project manager unless expressly agreed in writing.

4. Commercial Project Responsibilities

4.1 You are responsible for the commercial, operational, legal and regulatory suitability of the Premises for your intended use.

4.2 You are responsible for obtaining all required consents, licenses, permits and approvals, including where applicable landlord consent, tenant consent, planning permission, building permits, Baugenehmigung, listed building or heritage approvals, fire safety approvals, accessibility approvals, hospitality or licensing approvals, signage approvals, change-of-use permissions, insurance approvals and approvals required by any lease, operator agreement, franchise agreement, funding agreement or property management rules.

4.3 You are responsible for appointing appropriately qualified architects, engineers, fire consultants, accessibility consultants, MEP consultants, project managers, contractors, surveyors and other specialists where required.

4.4 Our designs, drawings, schedules and visuals are for Design Intent only unless expressly stated otherwise.

4.5 Contractors and specialist consultants must verify all dimensions, technical requirements, site conditions, compliance obligations, installation methods and suitability before fabrication, ordering, construction or installation.

4.6 We are not responsible for the Client’s business model, projected revenue, customer experience outcomes, staff productivity, trading performance, rental value, resale value, brand performance or commercial success of the Premises.

5. Proposals, Acceptance and Priority of Documents

5.1 Our proposal or quotation will set out the Services, fees, payment terms and key assumptions.

5.2 A proposal is valid for the period stated in it. If no period is stated, it is valid for 14 calendar days from issue.

5.3 The Agreement is formed when you accept our proposal in writing, sign an order form, pay an invoice, issue a purchase order accepted by us, approve a scope of work or otherwise instruct us to proceed.

5.4 Any purchase order or Client procurement terms issued by you are for administrative purposes only and do not override these Terms unless we expressly agree in writing.

5.5 If there is any inconsistency between documents, the following order of priority applies:

1. any written variation expressly agreed by both parties;
   
   

2. our proposal, quotation or order form;
   
   

3. any agreed written scope of work;
   
   

4. these Terms;
   
   

5. any other documents incorporated by written agreement.

5.6 Your own standard terms, purchase terms, procurement policies or supplier conditions do not apply unless expressly accepted by us in writing.

6. Fees, Invoices and Payment

6.1 Our fees are payable as set out in our proposal, quotation or invoice.

6.2 Unless otherwise agreed in writing, design fees are payable in advance before work is scheduled.

6.3 Design fees are non-refundable once booked, because studio time, project capacity and creative resources are reserved for your Project.

6.4 For larger commercial Projects, we may agree to phased payments linked to stages, milestones, areas, deliverables or time periods.

6.5 Unless stated otherwise, invoices are payable within 48 hours of issue.

6.6 We may suspend Services, procurement, supplier communication, Deliverables, meetings or Site Visits until all overdue sums have been paid in cleared funds.

6.7 Fees are exclusive of VAT, sales tax, duties, customs charges, shipping charges, travel expenses, courier charges, storage charges and third-party costs unless expressly stated otherwise.

6.8 You must pay all applicable VAT, taxes, duties and third-party charges in addition to our fees.

6.9 Where work is urgent, time-sensitive, requires prioritization, compressed timelines, evening work, weekend work, public holiday work or work outside our standard working hours, we may apply an additional uplift or surcharge. The applicable uplift will be stated in the proposal, quotation or agreed in writing before the work is carried out.

6.10 If you require supplier onboarding, vendor registration, compliance forms, procurement portal registration, insurance questionnaires, ESG questionnaires or similar administrative processes, we may charge for the time required to complete them unless included in the agreed scope.

6.11 If you fail to pay any amount by the due date, we may charge statutory default interest and reasonable debt recovery costs in accordance with applicable law.

6.12 You may not withhold payment, set off sums, delay payment or make deductions unless required by law or agreed by us in writing.

6.13 All Travel Expenses for the projects outside the Design team city will be covered by Client for the number of visits and up to the amount agreed in advance. The number of covered visits and expenses differs from client to client and location to location. Covered expenses include, but are not limited to, airline tickets (international and/or domestic), local transportation, lodging, meals, allowance and other agreed-upon matters incurred by the Consultant for the performance of Services under this Agreement. For this purpose, e-mails shall be undoubtedly considered as written documents.

For any additional visits, the Client shall reimburse the Consultant for these travel expenses as agreed by the Parties through a separate agreement or a supplement agreement.

For projects within (name of city), the Services shall be limited to (---) site visits, if these are within the agreement with the Client.

The sites visits shall only be limited to the supervision of the quality of the construction, but do not include any construction management or contractors handling.

7. Client Information, Brief and Approvals

7.1 You must provide accurate, complete and timely information reasonably required for the Project, including the intended use of the Premises, brand guidelines, operational requirements, landlord requirements, lease restrictions, budget parameters, programme constraints, site access information, existing CAD drawings, plans, surveys, technical documentation, contractor details, compliance requirements, procurement requirements and decision-maker details.

7.2 You are responsible for ensuring that information supplied to us is accurate, complete and up to date.

7.3 We are entitled to rely on information, drawings, plans, measurements, budgets, instructions and approvals provided by you or your representatives.

7.4 You must identify one main decision-maker or authorised representative for the Project.

7.5 Approvals given by your authorised representative are binding on you.

7.6 Approval by email, messaging platform, project management software or written meeting note is sufficient unless we require formal signed approval.

7.7 Once a design stage, drawing, layout, specification, product selection or procurement list has been approved, changes may be treated as Additional Services and may affect fees, procurement costs and timelines.

8. Meetings and Site Visits

8.1 Site Visits must be agreed in advance and may be subject to separate fees.

8.2 You must ensure safe, lawful and reasonable access to the premises.

8.3 You must inform us in advance of any site hazards, restrictions, access requirements, security procedures, PPE requirements or insurance requirements.

8.4 You are responsible for ensuring that the premises comply with applicable health and safety requirements during our attendance.

8.5 If we attend a Site Visit and access is unavailable, delayed, unsafe or materially restricted, the Site Visit may be charged in full and any further visit may be separately chargeable.

8.6 We may refuse to attend or remain on site where we reasonably consider conditions unsafe, unsuitable or outside the agreed scope.

8.7 Site Visit fees are non-refundable where cancellation or rescheduling is requested less than 48 hours before the scheduled visit, unless we agree otherwise in writing.

8.8 Additional requests made during a Site Visit that fall outside the agreed scope may be chargeable.

8.9 Cancellation Protection and Travel Disruption

8.9.1 Client Rescheduling: In addition to Clause 8.7, if you request to cancel or reschedule a confirmed Site Visit, the Site Visit fee remains non-refundable where notice is provided less than 48 hours before the scheduled time. Where the visit was included in a package, we reserve the right to charge a fixed administrative fee of €250 for the necessary rescheduling and cancellation of booked resources.

8.9.2 Studio Akiva Rescheduling (Illness): If Studio Akiva must cancel or reschedule a Site Visit due to illness or other unforeseen circumstances, we will reschedule the visit at no additional cost or offer a full refund for the specific Site Visit fee if a mutual alternative date cannot be agreed upon. We are not liable for any indirect or consequential costs incurred by you, including contractor standby fees or third-party cancellation charges, arising from our cancellation.

8.9.3 Travel Disruption (Strikes and Force Majeure): If a Site Visit is cancelled or materially delayed due to a Force Majeure event, including travel strikes, severe transport disruption, or civil unrest (as detailed in Clause 31), we will not be in breach of this Agreement. We will reschedule the Site Visit, but any non-recoverable travel expenses already committed (e.g., non-refundable flights, non-cancellable accommodation) will remain chargeable to the Client.

9. Surveys, Measurements and Existing Information

9.1 Where we carry out a measured survey, this is for our internal design process only unless expressly agreed otherwise.

9.2 A measured survey does not constitute a legal survey, building survey, measured building survey, structural survey, condition survey, asbestos survey, fire survey, accessibility audit or construction survey.

9.3 Survey outputs are for interior design purposes only.

9.4 If you provide existing drawings, plans, CAD files, lease plans, estate agent plans, contractor measurements or your own measurements, you remain responsible for their accuracy and completeness.

9.5 We are not liable for costs, delay, rework, fabrication errors, failed orders or installation issues arising from inaccurate, incomplete or outdated measurements or plans supplied by you or third parties.

9.6 Contractors must take and verify their own site measurements before fabrication, construction, installation or ordering items that depend on exact dimensions.

9.7 Minor measurement variances may occur and do not constitute defective performance.

10. Design Stages, Deliverables and Revisions

10.1 The Deliverables are limited to those expressly set out in the agreed scope.

10.2 Unless otherwise agreed, commercial design packages may include briefing and discovery, concept design, mood boards, spatial planning, furniture layout, design development, FF&E selection, procurement lists, visualisation, design coordination support, implementation support, styling direction and handover of agreed Deliverables.

10.3 Included revisions must be requested in writing within 7 calendar days of delivery of the relevant design stage unless another period is agreed in writing.

10.4 If no revision request is received within the applicable period, the design stage is deemed approved.

10.5 Unused revisions expire once the relevant stage is approved, deemed approved or superseded.

10.6 Revisions must be within the original brief. A change to the brief, style direction, budget, layout, operational use, brand direction, landlord requirement or commercial objective may be treated as a variation.

10.7 We are not obliged to provide editable CAD files, source files, native design files, supplier trade information or internal working documents unless expressly agreed in writing from the beginning.

10.8 Editable CAD files or other source files may be made available at our discretion for an additional release fee and subject to any licence restrictions, confidentiality restrictions or third-party rights.

10.9 PDF, image or presentation-format Deliverables are standard unless otherwise agreed.

10.10 3D visuals, renderings and mood boards are indicative only and may not exactly represent final colours, textures, lighting, scale, proportions, product availability or site conditions.

11. Programme, Timelines and Client Delays

11.1 Any timelines, programmes or target dates are estimates unless expressly stated to be binding.

11.2 Our timelines depend on timely Client decisions, access, information, payments and third-party responses.

11.3 We are not responsible for delays caused by late Client feedback, changes to the brief, delayed approvals, delayed payment, landlord or authority delays, contractor or consultant delays, supplier delays, product availability, shipping or customs delays, site access restrictions, inaccurate information, force majeure events or matters outside our reasonable control.

11.4 If you do not respond for 7 consecutive calendar days, we may send a reminder.

11.5 If you do not respond within a further 7 calendar days, we may pause or archive the Project.

11.6 Archived Projects may be subject to restart fees, revised timelines and updated pricing.

11.7 We are not liable for loss of opening date, trading delay, loss of revenue, loss of rent, loss of bookings, liquidated damages, contractor standby costs or other commercial consequences arising from Project delays except to the extent such liability cannot legally be excluded.

12. Design Coordination and Implementation Support

12.1 We may provide design coordination and implementation support where included in the agreed scope.

12.2 Design coordination and implementation support may include responding to reasonable contractor questions, clarifying Design Intent, reviewing supplier information for consistency with the design, attending design meetings, helping coordinate FF&E information and supporting the aesthetic implementation of the agreed design.

12.3 Design coordination and implementation support do not mean project management, construction management, contract administration, contractor management, site supervision, quality control, health and safety coordination, statutory compliance management or certification of works.

12.4 Contractors remain responsible for site measurements, construction methods, technical compliance, health and safety, sequencing, buildability, installation, fabrication, workmanship, materials handling, statutory compliance and completion of their own works.

12.5 We are not responsible for contractor pricing, quotations, programming, delays, workmanship, defects, omissions, insolvency or failure to perform.

12.6 We do not certify contractor work, approve payment applications, issue practical completion certificates, manage defects periods or administer construction contracts unless expressly agreed in writing.

12.7 Any comments we make on contractor work are design comments only and do not relieve contractors or consultants of their professional responsibilities.

13. Compliance, Permissions and Regulatory Matters

13.1 You are responsible for ensuring that the Project complies with all laws, regulations, lease obligations, landlord requirements, operator requirements and authority requirements applicable to the Premises and its Commercial Use.

13.2 You are responsible for appointing appropriate specialists to advise on building regulations, planning law, fire safety, accessibility, structural safety, MEP systems, workplace safety, food and beverage licensing, hospitality licensing, public access requirements, acoustic requirements, signage requirements, insurance requirements and any other specialist regulatory issue.

13.3 Our drawings, layouts and specifications are not a substitute for statutory, architectural, engineering, fire safety, accessibility or specialist consultant advice.

13.4 We are not liable if a landlord, authority, insurer, operator, franchise owner, investor or other stakeholder rejects or requires changes to the design.

13.5 If changes are required due to regulatory, landlord, contractor, operator, fire safety, accessibility or authority requirements, those changes may be treated as Additional Services unless caused by our breach of the agreed scope.

14. Lighting, Kitchens, Joinery and Bespoke Items

14.1 Lighting layouts prepared by us are for Design Intent only. A qualified electrician, lighting designer or engineer must verify technical suitability, load, switching, controls, emergency lighting, fire requirements and compliance.

14.2 Kitchen, bar, café, restaurant, retail display or back-of-house layouts prepared by us are for design and concept purposes unless expressly agreed otherwise.

14.3 Specialist suppliers remain responsible for technical design, manufacturing details, compliance, tolerances, ventilation, service connections, safety, installation and certification.

14.4 Bespoke furniture and joinery drawings prepared by us are Design Intent drawings unless expressly labelled otherwise.

14.5 Manufacturers, joiners, fabricators and installers must verify dimensions, materials, fixings, load-bearing requirements, fire ratings, commercial durability, stability, safety, installation methods and compliance with applicable standards.

14.6 We are not responsible for fabrication errors, installation failures, unsuitable fixings, contractor interpretation or failure to comply with applicable commercial-use standards.

15. Agency Procurement and Sourcing

15.1 Studio Akiva provides procurement and sourcing support on an Agency Procurement basis only, unless expressly agreed otherwise in writing.

15.2 When we procure Goods for you, we act as your disclosed agent to purchase the Goods on your behalf from third-party suppliers.

15.3 The purchase contract for the Goods is between you and the relevant third-party supplier. We are not the manufacturer, reseller or supplier of the Goods.

15.4 Supplier terms, warranties, cancellation terms, return policies, lead times and delivery conditions apply to the Goods.

15.5 We are not responsible for supplier default, delay, insolvency, product discontinuation, manufacturing defects or refusal of a return or warranty claim.

15.6 Our remuneration is a separate procurement, sourcing, agency or service fee.

15.7 We pass 100% of supplier trade discounts received for your Goods to you. We charge a separate service fee for our procurement and sourcing work.

15.8 You must carefully check and approve all product details before an order is placed, including item description, product code, dimensions, finish, colour, fabric, material, quantity, configuration, commercial suitability, lead time, delivery address and budget.

15.9 Once you approve an order, we are entitled to rely on that approval.

15.10 Changes, cancellations or returns after approval may not be possible and may incur supplier charges, cancellation fees, restocking fees, shipping costs, customs costs or additional professional fees.

15.11 Bespoke, custom, made-to-order, special order, imported, vintage, antique, limited-availability or commercially specified items are generally non-cancellable and non-returnable unless the relevant supplier agrees otherwise or mandatory law requires otherwise.

15.12 Unless expressly agreed otherwise, we do not guarantee that Goods are suitable for heavy commercial use, hospitality use, outdoor use, contract-grade use, fire-rated use, public access use or regulated environments. You must tell us of any such requirements in writing before items are selected or ordered.

15.13 Where Goods require contract-grade certification, fire retardancy, Crib 5 compliance, commercial durability ratings, acoustic ratings, slip resistance, hygiene compliance or other specialist certification, you are responsible for confirming the applicable requirements before order approval.

16. Supplier Details and Trade Source Confidentiality

16.1 Our supplier network, trade sources, supplier contacts, trade pricing, sourcing methods and procurement information are commercially confidential.

16.2 We are not required to disclose supplier details, trade contacts, supplier communications, trade pricing or sourcing information unless reasonably necessary for warranty, delivery, installation, statutory compliance or resolution of a specific product issue.

16.3 Where supplier details are disclosed, you must use them only for the relevant Project and must not use them to bypass our procurement service, approach suppliers directly for the same Project, obtain trade pricing, or disclose them to third parties except where necessary for warranty, delivery or installation.

16.4 Nothing in this clause prevents us from providing information that we are legally required to provide.

17. Procurement Payments, Costs and Import Charges

17.1 Where we act as procurement agent, payments requested for Goods, supplier costs, shipping, duties, taxes, storage or other third-party charges are treated as advances or reimbursements of expenses, including where applicable as an Auslagenvorschuss.

17.2 Our procurement, sourcing, agency or service fee is separate from supplier costs unless expressly stated otherwise.

17.3 Supplier prices, availability, discounts and lead times may change before payment is received and the order is confirmed.

17.4 Orders will not normally be placed until we have received cleared funds for all relevant supplier costs, procurement fees, shipping costs and known charges.

17.5 You are responsible for all applicable shipping, delivery, customs, import VAT, duties, brokerage charges, clearance charges, warehousing charges, re-delivery charges, remote area charges, demurrage, storage and other logistics costs unless expressly agreed otherwise.

17.6 Unless expressly agreed in writing that Goods are supplied on a duty-paid basis, Import Charges are your responsibility.

17.7 If Import Charges or additional delivery costs become known after the initial invoice, you must pay them immediately on request.

17.8 If you fail to pay Import Charges, shipping charges or related costs, Goods may be held, delayed, returned, stored or disposed of by carriers, customs authorities or suppliers. You are responsible for all resulting costs and losses.

17.9 We do not insure Goods in transit unless expressly agreed in writing. You are responsible for arranging appropriate insurance where required.

18. Delivery, Storage, Installation and Risk

18.1 Delivery dates are estimates only unless expressly confirmed as binding by the relevant supplier or carrier.

18.2 You are responsible for ensuring that delivery addresses, access information, site contact details and delivery restrictions are accurate.

18.3 You must ensure that the Premises are ready to receive Goods and that safe and adequate access is available.

18.4 You are responsible for parking permissions, loading bay access, lift bookings, goods-in procedures, security access, delivery routes, floor protection, hoists or specialist lifting, storage space, site readiness and personnel to receive Goods.

18.5 Failed deliveries, re-deliveries, waiting time, access issues, parking fines, specialist lifting, storage and handling charges may be charged to you.

18.6 Unless expressly agreed otherwise, our procurement and logistics role does not include assembly, installation, fixing, hanging, wiring, testing, commissioning or removal of packaging.

18.7 Installation must be carried out by you, your contractors or specialist installers.

18.8 Risk in Goods passes in accordance with the relevant supplier terms. Where supplier terms do not specify this clearly, risk generally passes to you on delivery to the address specified by you or collection by your nominated carrier.

18.9 Title to Goods passes in accordance with supplier terms. Where we have paid supplier costs on your behalf, we may retain possession, control or documentation relating to Goods until all sums due to us have been paid in full, to the extent permitted by law.

19. Inspection, Defects, Warranties and Returns

19.1 You must inspect Goods promptly on delivery.

19.2 Any visible damage, shortage, delivery error or defect must be notified to us and/or the supplier in writing as soon as reasonably possible and, where practicable, within 48 hours of delivery.

19.3 You must provide photographs, packaging images, delivery notes and any other evidence reasonably required.

19.4 Failure to inspect and notify promptly may affect the availability of supplier remedies, carrier claims or insurance claims.

19.5 Supplier and manufacturer warranties apply where available.

19.6 Where we act as procurement agent, we will use reasonable efforts to assist with supplier communications, but we are not responsible for the supplier’s final decision, warranty terms, repair timescales, replacement timescales or refusal of a claim.

19.7 Natural variations in wood, stone, leather, linen, marble, metal, ceramic, handmade products, vintage products, antique products and other natural or artisanal materials do not constitute defects.

19.8 Colour, finish and texture may vary between samples, screens, printouts, batches and final Goods.

19.9 Minor commercial tolerances, manufacturing tolerances and reasonable variations do not constitute defects.

20. Samples and Materials

20.1 Samples, swatches, finish cards and material references are for guidance only.

20.2 We cannot guarantee exact matches between samples and final Goods.

20.3 You are responsible for ensuring that materials are suitable for the Premises, intended Commercial Use, cleaning regime, fire requirements, durability requirements and regulatory requirements.

20.4 Where required, you must request and verify technical data sheets, fire certificates, commercial durability ratings, maintenance instructions and other product documentation before approval.

21. Intellectual Property

21.1 Unless expressly agreed otherwise, all intellectual property rights in our Deliverables, concepts, designs, drawings, visuals, layouts, specifications, presentations, styling concepts, procurement lists and creative work remain owned by Studio Akiva.

21.2 Subject to full payment of all sums due, we grant you a non-exclusive, non-transferable license to use the Deliverables for the specific Project and Premises only.

21.3 You may not use the Deliverables for another site, project, property, business, franchise rollout or development without our prior written consent.

21.4 You may not copy, adapt, sell, license, reproduce, publish or provide our Deliverables to third parties except as reasonably necessary for the Project.

21.5 Contractors, consultants and suppliers may use our Deliverables only for the purpose of carrying out work on the Project.

21.6 The license does not transfer ownership of our underlying design methods, templates, know-how, concepts, style direction, supplier databases, trade sources or internal working documents.

21.7 We may withhold Deliverables and suspend your license to use them until all outstanding fees and charges have been paid.

21.8 You warrant that any brand materials, logos, images, plans, drawings, references, artwork, photography or other materials supplied by you do not infringe third-party rights.

21.9 You indemnify us against claims arising from materials, instructions or content supplied by you.

22. Confidentiality

22.1 Each party must keep confidential any confidential commercial, financial, technical, operational or business information disclosed by the other party.

22.2 Confidential information may be disclosed where required to professional advisers, contractors, consultants or suppliers involved in the Project, by law, court order or regulatory authority, to insurers, or as reasonably necessary to perform the Agreement.

22.3 Confidentiality obligations do not apply to information that is public knowledge, already lawfully known, independently developed or lawfully received from a third party.

22.4 We may refer to the Client’s name and the general nature of the Project for internal business records, unless a stricter confidentiality arrangement is agreed in writing.

23. Photography, Portfolio Use and Publicity

23.1 Unless otherwise agreed in writing, we may photograph or film the Premises before, during and after the Project for our portfolio, website, social media, awards, press, presentations and marketing.

23.2 We will use reasonable care not to publish confidential business information, security-sensitive information or recognizable images of individuals without appropriate consent.

23.3 For commercial Premises open to the public, you acknowledge that photography may show the space, design, signage, branding, furniture, styling and fit-out.

23.4 If the Project is confidential, pre-launch, under embargo or subject to brand restrictions, you must notify us in writing before photography or publication.

23.5 You agree to provide reasonable access for photography at mutually agreed times following completion or substantial completion of the Project.

23.6 Where photography is carried out by an independent photographer or stylist, they are responsible for their own equipment and working methods.

23.7 We may credit ourselves as interior designer, designer, stylist or design consultant in connection with the Project.

23.8 You may not require removal of already-published content from third-party platforms where removal is outside our reasonable control, but we will consider reasonable written requests relating to confidentiality, security or legal concerns.

24. Publicity by the Client

24.1 Where you publish images of the completed Project, you agree to give reasonable credit to Studio Akiva where our design work is featured, unless otherwise agreed.

24.2 You must not describe us as architect, engineer, project manager, contractor, principal designer, principal contractor or construction manager unless we have expressly accepted that role in writing.

24.3 You must not alter, misrepresent or use our designs in a way that may damage our reputation.

25. Third-Party Recommendations

25.1 Any contractor, supplier, consultant, manufacturer, installer, photographer, stylist, logistics provider or other third party we recommend is suggested in good faith only.

25.2 You are responsible for conducting your own due diligence, obtaining quotations, checking insurance, verifying qualifications and entering into direct contracts where appropriate.

25.3 We are not responsible for third-party pricing, availability, advice, warranties, workmanship, delays, conduct, insolvency or outcomes.

25.4 No third party is authorized to bind us unless we expressly agree in writing.

26. Changes, Variations and Additional Services

26.1 Any Client request that changes the scope, brief, budget, timeline, location, intended use, design direction, specification, procurement requirement or Deliverables may be treated as a variation.

26.2 Variations and Additional Services may include additional meetings, additional Site Visits, redesign following changed instructions, changes after approval, contractor-requested revisions, landlord-requested revisions, authority-requested revisions, new layouts, new product sourcing, replacement of discontinued items, additional procurement administration, additional drawing work, additional rendering, urgent work, out-of-hours work and re-opening an archived Project.

26.3 We may require written approval and advance payment before starting any variation or Additional Services.

26.4 Additional Services will be charged at our then-current rates or as quoted.

26.5 Variations may affect timelines and Project costs.

27. Suspension and Termination

27.1 We may suspend Services immediately if payment is overdue, Client information is missing, approvals are delayed, site access is unsafe or unavailable, the Project scope materially changes, you breach the Agreement, you fail to cooperate, a conflict or compliance concern arises, or continuing the Project would expose us to unreasonable legal, financial, reputational or safety risk.

27.2 Either party may terminate the Agreement by written notice if the other party commits a material breach and fails to remedy it within 14 calendar days of written notice.

27.3 We may terminate immediately if you fail to pay overdue sums, become insolvent or cease trading, act abusively or unlawfully towards us or our representatives, request that we perform unlawful or unethical work, the working relationship has materially broken down, or continuing would create unacceptable risk.

27.4 On termination, you must pay for all Services performed, time incurred, expenses committed, procurement fees, supplier costs, cancellation costs and third-party charges incurred up to the termination date.

27.5 Design fees are non-refundable once booked, except where a refund is required by mandatory law or expressly agreed by us in writing.

27.6 Advance payments are non-refundable to the extent they relate to work already performed, time reserved, third-party costs incurred or non-cancellable commitments.

27.7 Termination does not affect accrued rights, payment obligations, confidentiality, intellectual property rights, liability limitations or any provisions intended to survive termination.

28. Liability

28.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, intent, gross negligence, fraudulent concealment, liability under mandatory product liability law or any liability that cannot legally be limited or excluded.

28.2 Subject to clause 28.1, we are not liable for loss of profit, loss of revenue, loss of business, loss of rent, loss of bookings, loss of opportunity, loss of goodwill, loss of anticipated savings, business interruption, loss of opening date, contractor standby costs, financing costs, penalties owed by you to third parties, indirect or consequential loss, or losses caused by third parties.

28.3 Subject to clause 28.1, our aggregate liability arising out of or in connection with the Agreement is limited to the fees paid to us for the specific Services giving rise to the claim.

28.4 Where liability relates to a particular design stage, area, Site Visit, procurement instruction or Deliverable, our liability is limited to the fees paid for that specific part of the Services.

28.5 We are not liable for losses arising from inaccurate Client information, inaccurate third-party drawings, incorrect measurements, Client delays, Client approvals, contractor errors, supplier errors, product defects where we are not the supplier, regulatory refusal, landlord refusal, authority requirements, changes in law, product discontinuation, site conditions, unauthorised use of Deliverables, or use of our Design Intent drawings as construction drawings.

28.6 Where German law requires liability for breach of essential contractual obligations to remain available, our liability for slight negligence is limited to foreseeable, typical contractual damage.

28.7 You must take reasonable steps to mitigate any loss.

28.8 Any claim must be notified to us in writing as soon as reasonably practicable after you become aware of the issue.

29. Indemnity

29.1 You indemnify us against losses, claims, damages, liabilities, costs and expenses arising from materials, drawings, data or instructions supplied by you; use of the Premises for unlawful or non-compliant purposes; failure to obtain required permissions or approvals; contractor or supplier acts or omissions; unauthorized use of our Deliverables; changes made to our designs without our approval; your breach of the Agreement; your failure to disclose relevant commercial, technical or regulatory requirements; or third-party claims arising from your operation of the Premises.

30. Insurance

30.1 We maintain insurance appropriate to our business activities.

30.2 You are responsible for ensuring that you and your Contractors maintain appropriate insurance for the Project, including where relevant public liability, employer’s liability, contractor all-risk, professional indemnity, property, goods in transit and business interruption insurance.

30.3 We are not responsible for insuring the Premises, the works, Contractors, Goods in transit or Goods in storage unless expressly agreed in writing.

31. Force Majeure

31.1 We are not liable for delay or failure to perform caused by events outside our reasonable control, including extreme weather, fire, flood, natural disaster, pandemic, epidemic, public health restriction, war, terrorism, civil unrest, sanctions, strikes, labour disputes, supplier failure or insolvency, transport disruption, customs delays, import/export restrictions, government action, failure of utilities, internet or communication systems, illness or incapacity, or any other event beyond our reasonable control.

31.2 Our obligations are suspended for the duration of the force majeure event.

31.3 If the event continues for more than 60 days, either party may terminate the affected Services by written notice, subject to payment for work performed and costs incurred.

32. Communication and Working Hours

32.1 Our standard working hours are Monday to Friday, 09:00 to 17:00 Berlin time, excluding German public holidays.

32.2 Meetings, calls and Site Visits outside standard working hours are subject to availability and may incur additional charges.

32.3 We may agree on a primary communication channel for the Project. Important instructions, approvals and changes must be confirmed in writing.

32.4 We are not responsible for missed, unclear or informal instructions sent outside agreed communication channels.

32.5 We may communicate with your appointed representatives, Contractors, consultants and suppliers where reasonably necessary for the Project.

32.6 You must ensure that your team and representatives communicate respectfully and professionally with us.

33. Data Protection

33.1 Each party must comply with applicable data protection laws.

33.2 Where we process personal data in connection with the Project, we will do so in accordance with our Privacy Policy.

33.3 You must ensure that any personal data you provide to us has been lawfully collected and may lawfully be shared with us.

33.4 Where Project photography or publication may include identifiable individuals, additional consent or release forms may be required.

34. Non-Solicitation

34.1 During the Project and for 12 months after completion or termination, you must not knowingly solicit for employment or direct engagement any employee, freelancer, consultant or regular collaborator of Studio Akiva who was materially involved in the Project.

34.2 This does not prevent general recruitment advertising not specifically targeted at our personnel.

35. No Partnership or Employment Relationship

35.1 Nothing in the Agreement creates a partnership, joint venture, employment relationship or fiduciary relationship between the parties.

35.2 We act as an independent design consultant.

35.3 Unless expressly agreed in writing, we do not have authority to bind you contractually except where acting as disclosed procurement agent within an approved procurement instruction.

36. Notices

36.1 Formal notices must be sent by email and, where reasonably required, by post to the addresses stated in the proposal or order form.

36.2 Notices sent by email are deemed received on the next business day after sending, provided no bounce-back or delivery failure notice is received.

36.3 You must keep us informed of any change to your legal name, registered address, billing address, VAT number, email address or authorised representative.

37. Assignment and Subcontracting

37.1 You may not assign, transfer or subcontract your rights or obligations under the Agreement without our prior written consent.

37.2 We may use employees, freelancers, consultants, photographers, stylists, procurement assistants, administrative support or other subcontractors to perform parts of the Services.

37.3 We remain responsible for Services performed by our own appointed subcontractors, subject to these Terms.

38. Severability

38.1 If any provision of these Terms is invalid, unlawful or unenforceable, the remaining provisions remain in force.

38.2 The invalid provision will be replaced, to the extent legally possible, by a valid provision that most closely reflects the commercial intention of the original provision.

39. Entire Agreement

39.1 The Agreement contains the entire agreement between the parties in relation to the Project.

39.2 You acknowledge that you have not relied on any statement, representation, assurance or warranty not set out in the Agreement.

39.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

40. Governing Law and Jurisdiction

40.1 The Agreement is governed by the laws of the Federal Republic of Germany.

40.2 The courts of Berlin, Germany have exclusive jurisdiction, to the extent legally permissible.

40.3 We may bring proceedings for unpaid fees or urgent injunctive relief in any court of competent jurisdiction were permitted by law.

41. Changes to These Terms

41.1 We may update these Terms from time to time.

41.2 The version in force when you accept our proposal, pay an invoice or instruct us to proceed applies to the relevant Project unless we agree otherwise in writing.

42. Acceptance

42.1 By signing a proposal, accepting a quotation, paying an invoice, issuing a purchase order accepted by us, approving a scope of work or instructing us to proceed, you confirm that:

1. you are acting as a Business Client;
   
   

2. you have authority to bind the Client;
   
   

3. you have read and understood these Terms;
   
   

4. you agree to be bound by these Terms; and
   
   

5. the Agreement is entered into on a business-to-business basis