Interior Design Contract: Clauses You Must Have

Most interior projects in India still begin with a handshake, a WhatsApp message and a quotation in PDF. Both sides mean well. The client trusts the designer they liked; the designer trusts the client to pay. Then, three months later, the false ceiling turns out to be 'not in scope', the laminate is a different brand from the sample, the kitchen is three weeks late because the client changed the hob, and the last payment is withheld over a list of snags nobody agreed on. Each side feels cheated, and neither can point to a document that settles the question.

A written contract does not create trust, but it protects it. It records what was agreed while everyone still agrees, so that memory and mood do not decide disputes later. A good interior contract is not a long legal document full of threats; it is a clear, project-specific agreement that answers the questions every project eventually asks: what exactly is being done, to what standard, for how much, paid when, finished by when, changed how, guaranteed for how long, and ended how if things go wrong. This site's hiring checklist introduces these clauses briefly; this article goes through each one in depth, with wording ideas, red flags and illustrative schedules.

From verbal kaam to written agreements

For most of the twentieth century, home interiors in India were built by a carpenter, a painter and an electrician engaged directly by the family, often on daily wages or a lump sum agreed by word of mouth. The mistri measured on site, the family bought materials, and disputes were settled by relationships rather than paperwork. The arrangement worked because the scope was small and everyone lived nearby. As homes grew more complex — modular kitchens, false ceilings, concealed wiring, imported hardware — and as design firms took responsibility for both design and execution, the old system began to fail. Larger sums, more trades and longer timelines need written terms.

Legally, interior contracts in India are governed mainly by the Indian Contract Act, 1872, which recognises oral agreements but leaves the burden of proving their terms on the person relying on them. Other laws touch specific clauses: the Arbitration and Conciliation Act, 1996 for arbitration, the Consumer Protection Act, 2019 for homeowners as consumers of services, the Copyright Act, 1957 for drawings and designs, the Information Technology Act, 2000 for electronic records and signatures, state stamp laws for stamp duty on agreements, and GST law for tax on services and works contracts. Today, most professional firms issue a standard agreement with project-specific schedules attached, and an increasing number sign them electronically.

The documents that make up a complete contract

An interior contract is rarely a single document. The agreement itself sets out the terms, but the detail that decides most disputes sits in its attachments — the drawings, the specification, the quotation and the schedules. The agreement should list every attachment by name, date and revision, and state which document prevails if two of them conflict; a common order is the signed agreement first, then the approved drawings, then the specification, then the quotation.

Sixteen clauses every interior contract needs

The table below lists the clauses that appear in well-drafted interior contracts, whether for design only, design plus supervision, or turnkey design-and-build. Each is explained further in the sections that follow. Not every project needs every clause in full — a single kitchen needs less than a full bungalow — but leaving one out entirely is usually where trouble starts.

Scope, exclusions and the drawing list

Scope is where most disputes begin, because each side remembers the conversation differently. The scope clause should not describe work in words alone; it should refer to the numbered drawing list and the specification, and say that the work is as shown in those documents. A room-by-room schedule then lists each item — kitchen base and wall units, tall unit, wardrobes in each bedroom, TV unit, false ceiling in named rooms, electrical work, painting — so that an item absent from the list is visibly absent.

Exclusions deserve their own list. Items commonly excluded from interior contracts include civil changes and structural work, plumbing beyond fixture connections, waterproofing, appliances, loose furniture, soft furnishings, light fittings beyond an agreed allowance, society charges and deposits, and GST if shown separately. This site's hidden-costs guide explains why civil repairs, electrical upgrades and debris removal are best handled as provisional sums measured on site. A provisional sum is an honest way to price the unknown: the contract states an estimate, and the final figure is measured and approved in writing.

For design work, the deliverables clause should list the drawings, the 3D views and the number of revision rounds included — for example, two rounds on the layout and two on the 3D views — and the rate for further revisions. A design that keeps changing is the designer's largest unpaid cost; a design that is never finalised is the client's largest risk. A defined revision count protects both.

Price, GST and the payment schedule

The price clause should state the total, attach the itemised quotation, and say whether the price is fixed for the defined scope or measured on completion. For measured items — false ceilings, painting, wall panelling — the unit (per sq ft, per running ft, per point) and the method of measurement should be stated. GST should be shown separately, with the rate and the firm's GSTIN; because the tax treatment of design services and works contracts depends on how the contract is structured, the firm's tax adviser should confirm the rate. Rates should carry a validity period, and the contract should say what happens to rates if the client delays the start for months.

Payments should follow work, not the calendar. A sound schedule starts with a modest booking advance, ties each later payment to a milestone that can be verified on site, and keeps a small retention until the snag list is closed. The figure below shows an illustrative execution schedule consistent with the hiring checklist on this site; actual percentages are agreed per project, and factory-made modular items often need a larger payment at the order stage because they are made to measure.

Design fees, where charged separately, are best split by deliverable — on signing, on approval of the layout and 3D views, and on issue of working drawings — as the fee guide on this site explains. Fees may be per square foot, a lump sum, or a percentage of project cost (commonly cited at about 8–12 per cent); the contract should state which, on what area or cost basis, and whether site supervision is included and how many visits that means.

Timeline, delays, extensions and variations

A completion date means little without the plan behind it. The timeline clause should attach a bar-chart programme showing design stages, the dates by which the client must approve drawings and samples, procurement and factory lead times, site stages and handover. It should also record what the client must provide — access, keys, power and water on site, society permissions, decisions — because many delays are caused by missing inputs rather than slow work. For a full 3BHK, this site's hiring guide gives typical durations of about 6–10 weeks for design and 10–16 weeks on site.

The delay clause should list the events that extend the time — late client approvals, client-requested changes, late payments, society restrictions, extreme weather, government orders and other events beyond either party's control — and require written notice of the delay and its expected effect within a few days of it arising. Where the parties agree compensation for delay caused by the firm, it should be a pre-agreed, reasonable figure — for example a small amount per week, capped at a modest percentage of the contract value. Under Section 74 of the Indian Contract Act, 1872, courts generally allow only reasonable compensation up to the stated amount rather than treating such a clause as a fixed penalty, so an extreme figure helps no one. Many fair contracts also include a matching clause for delayed payments, so the obligation runs both ways.

Variations: the clause that saves the most arguments

Every interior project changes. The client sees the carcass and wants an extra drawer; the society refuses a ceiling height; a laminate is discontinued. Changes are not the problem — unrecorded changes are. The variation clause should say that no change will be executed without a written variation order stating the change, its cost and its effect on time, approved by the client before the work begins. Approvals by email or by a message from the named decision-maker can be valid if the contract says so, but they should always be confirmed in a single variation register that both sides can see.

Materials, quality, handover and warranty

The materials clause should make the specification binding: the brands, grades, thicknesses and finish codes in the specification sheet are what will be used, and any substitute — whether because of stock, price or the client's change of mind — needs written approval with any price difference recorded. Sample approval should be part of the process: laminate, veneer, paint shade, stone and hardware samples approved in daylight on site, signed and kept. For important items the clause can allow the client to inspect material at delivery and reject material that does not match the specification, such as a lower grade of board.

Quality and handover need a defined end point. The contract should provide for joint inspections at key stages — services before the ceiling closes, carcasses before shutters, finishes before handover — and for a handover note with a written snag list, a date for closing the snags and the release of the retention once they are closed. Without this, a project can drift for months with a few unfinished items and an unpaid final instalment.

The warranty clause should state the workmanship warranty period offered by the firm (many firms offer about one to two years on carpentry and installation), pass on manufacturers' warranties for hardware, appliances and fittings with their cards and invoices, set a response time for service calls, and list exclusions such as misuse, water damage from leaks outside the firm's scope, and normal wear. A warranty that depends on 'goodwill' is not a warranty. Clients, in turn, should receive care instructions and the as-built electrical and plumbing layouts, which every future repair will need.

Drawings, termination and disputes

Under the Copyright Act, 1957, the author of drawings and designs is generally their first owner unless the contract provides otherwise, and an assignment of copyright must be in writing. Interior contracts usually handle this through a licence: the firm keeps the copyright, and the client receives the right to use the drawings for building and maintaining that specific property once the relevant fees are paid. The clause should say when drawings are handed over, in what format, and whether the client may use them with another contractor if the agreement ends. A separate line should cover photography — whether the firm may photograph and publish the finished project, with or without identifying details — since many clients care about privacy.

Termination is the clause everyone hopes never to use and everyone needs. It should allow either party to end the contract for a serious breach not remedied within a stated notice period, and allow the client to end it for convenience on fair terms. Most importantly, it should set out how the account is settled, so that neither side can hold the other hostage with money or drawings. Fig. 4 shows the logic.

The dispute clause should set an escalation path: first, discussion between the named representatives within a short period; then mediation; and finally either arbitration under the Arbitration and Conciliation Act, 1996, with the seat, the number of arbitrators and the language stated, or the courts of a named city. For small residential projects, arbitration can cost more than the dispute is worth, and homeowners may also have remedies as consumers under the Consumer Protection Act, 2019; a lawyer can advise which route fits the project. Whatever is chosen, the jurisdiction should normally be the city where the property is located.

Red-flag clauses and fair alternatives

Contracts are drafted by one side, and drafting tends to favour the drafter. The table below lists clauses that clients and designers commonly regret, with fairer versions. A balanced contract protects the firm against non-payment and endless changes as firmly as it protects the client against delay and poor work — and a firm that offers a balanced contract is usually a firm that expects to perform it.

Design-only, supervision and turnkey contracts

The same clauses apply to every kind of interior engagement, but their weight shifts with the model. In a design-only contract, the deliverables, revision rounds and drawing licence carry the most weight, and execution risk sits with the client's contractors. In a design-and-supervision contract, the number and timing of site visits and the designer's authority over contractors must be spelled out. In a turnkey design-and-build contract, one firm carries both, so the specification, payment schedule, timeline, variations and warranty become central. Aaditya Interior works across all three models, and the contract structure is the first thing set out with a client, before any drawing is started.

Where interior contracts are heading

Three changes are already reshaping interior agreements in India. Electronic signatures and digital records, valid under the Information Technology Act, 2000 in most situations, are replacing printed agreements for smaller projects, and project apps now hold the drawing register, approvals, variation log and payment schedule in one place, which makes the contract a living record rather than a file in a drawer. Second, factory-made modular work is pushing contracts towards clearer specifications and staged payments tied to production, because a factory order cannot be changed casually. Third, clients have become better informed: they compare itemised quotations, ask about warranties and expect written variation processes. Firms that offer clear, balanced contracts are finding that the contract itself has become part of what clients choose them for.

Rules for signing an interior contract

• Never start work on a quotation alone; sign an agreement that lists the drawings, specification and quotation it relies on.
• Write scope room by room against the drawing list, and list the exclusions as clearly as the inclusions.
• State the price basis — fixed or measured, carpet or built-up area — and show GST separately with the GSTIN.
• Tie every payment to a milestone that can be verified on site, and keep a 5–10 per cent retention until snags are closed.
• Attach a dated programme and list the client inputs, the causes for extension and the notice procedure.
• Allow no change without a written variation order that states cost and time, approved by one named decision-maker.
• Make the specification binding and allow substitutes only with written approval and a price adjustment.
• Record the warranty period, response time and exclusions, and collect warranty cards and as-built layouts at handover.
• Settle drawing ownership, photography consent, termination valuation and the dispute route before work begins.
• Have a lawyer review the final contract, and pay any stamp duty that applies in the state.

Frequently asked questions

Is a written contract necessary for interior work in India?

An oral agreement can be a valid contract under the Indian Contract Act, 1872, but its terms are hard to prove. For any project involving significant sums, several trades or more than a few weeks of work, a written agreement with drawings, a specification and a payment schedule attached protects both the client and the firm.

How much advance should be paid to an interior designer?

There is no fixed rule, but the advance should be modest and later payments should follow visible work. An illustrative execution schedule starts with a booking advance of about 10–20 per cent and keeps a final 5–10 per cent until the snag list is closed. Factory-made modular items may need a larger payment when the factory order is placed.

What should an interior contract say about delays?

It should attach a dated programme, list the events that extend time (such as late approvals, client changes, late payments or events beyond either party's control), require written notice of any delay, and, if both sides agree, set a reasonable, capped compensation for delay caused by the firm. A matching clause for late payment keeps it balanced.

Who owns the drawings made by an interior designer?

Under the Copyright Act, 1957, the author is generally the first owner of drawings and designs unless the contract assigns them in writing. Most interior contracts let the designer keep the copyright and give the client a licence to use the drawings for that property once the fees for those stages are paid. The contract should state this clearly.

Does an interior design agreement need stamp duty?

Agreements are generally subject to stamp duty under the Indian Stamp Act, 1899 or the relevant state stamp law, and the amount varies by state and by the nature of the agreement. A lawyer or the state's stamp authority can confirm the duty applicable; an unstamped or under-stamped agreement can create difficulties if it must be relied on in a dispute.

Can a client terminate an interior design contract midway?

Yes, if the contract allows it, and a fair contract should. The usual approach is written notice followed by a settlement: the value of work done, materials ordered and design stages completed, less payments already made, decides who owes whom. Paid-for materials and drawings for completed stages are then handed over.