General Terms and Conditions

Contractor's Liability

1. The Contractor is entitled to engage third parties in the execution of the assignment.
2. Opdrachtnemer is niet aansprakelijk voor schade, van welke aard ook, ontstaan doordat zij is uitgegaan van door of namens Opdrachtgever verstrekte onjuiste en/of onvolledige informatie.
3. The Contractor shall be liable for damages only (i) insofar as such damages are covered by its liability insurance—up to the amount paid out by said insurance, plus the applicable deductible—or (ii) in the event of intent or gross negligence on the part of the Contractor or one of its executives.
4. If (i) there is no intent or gross negligence, or (ii) the insurance does not pay out, yet the Contractor is nonetheless held liable, such liability shall be limited solely to direct damage (whereby liability for indirect damage is expressly excluded), up to a maximum of € 25,000.
5. The Contractor shall under no circumstances be liable for damage caused by (a shortcoming or unlawful act or omission of) service providers and/or suppliers—including the personnel of such service providers and/or suppliers—engaged by the Contractor in connection with, or for the benefit of, the performance of (a part of) the Agreement.
6. All claims and other rights, on whatever grounds, that the Client may have against the Contractor must be received by the Contractor in writing within 12 months after the moment the Client became aware thereof, or reasonably could have become aware thereof; failing such receipt, these rights shall lapse.
7. The Client indemnifies the Contractor against third-party claims (including, but not limited to, participants and visitors) who suffer damage in connection with the execution of the assignment.
8. Any advice provided by the Contractor is always non-binding, and acting upon such advice is at the expense and risk of the Client.
9. The Client is not liable for the attendance of participants at the event in question.
10. The Contractor shall not be liable for damage to goods made available to it by the Client. The Client shall ensure that adequate insurance is in place.

Article 5

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All complaints must, on pain of forfeiture, be submitted in writing to the Contractor within 30 days after they became known or could reasonably have become known.

Article 6

Force majeur

Circumstances not attributable to the Contractor—and of such a nature that compliance with the agreement can no longer reasonably be required, or can no longer be required to its full extent (such as, but not limited to: (i) extreme weather; (ii) the revocation of one or more permits; and (iii) national mourning)—entitle the Contractor to dissolve the assignment, either wholly or partially, and/or to suspend its execution, without any obligation to pay damages. In such an event, the Contractor retains its right to remuneration (including, but not limited to, costs incurred for third parties engaged by the Contractor). The Contractor advises the Client to insure itself against these risks.

Article 7

Price, Payment, and Cancellation

1. The agreed price (contract sum) excludes VAT and any other government levies, unless otherwise agreed in writing.
2. Changes to the original assignment—of whatever nature and including additional costs—introduced by or on behalf of the Client that result in higher costs than could reasonably have been anticipated in the price quotation shall be charged additionally to the Client.
3. If the Contractor accepts the Client's offer, the Contractor shall—upon receipt of the signed copy of the confirmation form—issue an invoice for at least 75% of the total amount. This invoice must be paid by the Client within 21 days of the invoice date and, in any event, prior to the date on which the event is scheduled to take place. Failure to do so may result in the Client being denied access.
4. The Client is obliged, at any time and upon the Contractor’s first request, to provide security for the fulfillment of all amounts owed by it.
5. Unless expressly agreed otherwise in writing, payment must be made within the payment term stated on the invoice. This payment term constitutes a strict deadline. The Client is not entitled to suspend or set off any payment.
6. If payment has not been made within the payment term, the Client shall be in default by operation of law. The Client shall then be liable for statutory commercial interest (whereby any part of a month is deemed to constitute a full month), as well as extrajudicial collection costs amounting to 15% of the principal sum, subject to a minimum of €350.
7. The Client is entitled to cancel the assignment solely in writing. In the event of cancellation, the Client shall pay the following costs to the Contractor:

a) in the period up to 9 months prior to the commencement date, 30% of the total contract sum (as applicable at the time of cancellation);

b) in the period between 9 and 6 months prior to the commencement date, 50% of the total contract sum (as it stood at the time of cancellation)

geldt);

c) in the period between 6 and 3 months prior to the commencement date, 65% of the total contract sum (as it stood at the time of cancellation)

geldt);

d) in the period between 3 and 2 months prior to the start date, 75% of the total contract sum (as it stood at the time of cancellation)

geldt);

e) in the period between 2 and 1 months prior to the start date, 85% of the total contract sum (as it stood at the time of cancellation)

geldt)

f) in de periode liggend tussen 1 maand voor het aanvangsmoment en het aanvangsmoment zelf, 100% van de volledige opdrachtsom (zoals die op het

...at the time of cancellation). The contract sum consists of the contract sum stipulated in the agreement, increased by any amounts subsequently agreed upon...

Mutations

1. A cancellation is deemed to have occurred not only when the meeting is cancelled in whole or in part. A cancellation—and the aforementioned provisions—also apply when the actual number of participants deviates downward by more than 10% from the number reserved at the time of the final booking.
2. The final number of participants may be submitted up to fourteen working days prior to the event, subject to a maximum downward deviation of 10%. This figure shall serve as the definitive participant count for the final invoice. In the event of a reduction in the number of participants (within the maximum deviation of 10%), the variable cost component on the final invoice will be adjusted accordingly. Should the actual number of participants on the day of the event exceed the submitted figure, the difference will be invoiced subsequently at the agreed price per person.
3. If, at the time of cancellation, the Contractor’s damages exceed the cancellation fee set forth in Article 7.5 of these General Terms and Conditions, the Client shall reimburse the Contractor for this higher amount.

Article 8

Termination and Dissolution

1. Without prejudice to any further rights accruing to the Contractor, the Contractor shall be entitled to dissolve the Agreement, in whole or in part, by means of a written declaration and without further notice of default, if: – the Client is in default of the fulfillment of one or more obligations arising from the Agreement; – the Client has been declared bankrupt, has applied for a (provisional) suspension of payments, has become subject to the statutory debt rescheduling scheme for natural persons, has ceased operations or liquidated its business, has had an attachment levied on a substantial part of its assets, or transfers its business to third parties.
2. In the event of dissolution, the risk regarding goods already delivered remains with the Client. The goods shall then be at the disposal of the Contractor and must be collected by the latter.
3. If the Contractor (or a third party engaged by it) has already performed services in execution of the Agreement at the time of termination (which, in this context, shall also be understood to include termination and suspension as referred to hereinabove in Article 6), such services—and the corresponding payment obligation incumbent upon the Client towards the Contractor—shall not be subject to reversal. Consequently, amounts invoiced by the Contractor prior to the termination, or amounts to be invoiced by the Contractor subsequent to the termination in connection with services already performed or goods delivered by it in execution of the Agreement prior to such termination, shall remain fully due and payable and shall become immediately due and payable at the time of the termination.

Article 9

Intellectual Property Rights

1. The Contractor is, or shall become, the sole holder of all existing and future intellectual property rights (including, but not limited to, copyright) subsisting in or arising from works (in any form whatsoever, including, but not limited to, elaborated ideas, proposals, designs, and concepts) that the Contractor develops and/or has developed in the context of the Assignment. The Client is granted a right of use in respect thereof for the duration of the Assignment.
2. The Client warrants that it will respect the intellectual property rights of third parties. Should the Contractor infringe upon the intellectual property rights of third parties as a result of any act and/or omission by the Client, the Client shall indemnify the Contractor, the Contractor's employees, and/or any third parties engaged by the Contractor upon first request.
3. By making materials or works of any nature whatsoever available to the Contractor within the context of the Assignment, the Client grants the Contractor unconditional permission to use such materials and works in any manner whatsoever, insofar as this is reasonably required for the proper execution of the Assignment.
4. The Client and third parties involved in the Assignment are entitled to make audio, photographic, and/or video recordings of the Assignment, unless the Contractor has expressly stipulated otherwise in writing. The Client and third parties involved in the Assignment may not use such audio, photographic, and/or video recordings in internal or external communications without the prior written consent of the Contractor.
5. The Client shall at all times respect any third-party rights pertaining to the objects, materials, works, performances, ideas, proposals, concepts, or methods used in the context of the execution of the Agreement. Any license fees regarding the (further) use of these objects, materials, works, performances, ideas, proposals, concepts, or methods—including, but not limited to, claims from collective rights management organizations such as BUMA/STEMRA and SENA—are not included in the Fee, unless expressly agreed otherwise in writing, and shall be borne by the Client.
6. The Contractor is entitled to make audio, photographic, and/or video recordings of the assignment, unless the Client has expressly stipulated otherwise in writing. Audio, photographic, and/or video recordings of the assignment may be used by the Contractor in internal and external communications without the prior written consent of the Client, unless agreed otherwise in writing.

Article 10

Processing of Personal Data

1. If the Contractor processes personal data on behalf of the Client in the performance of the Agreement, the following terms and conditions shall apply in addition to the General Terms and Conditions of Sale.
2. The terms used in these conditions shall have the meaning assigned to them by the General Data Protection Regulation (hereinafter: “GDPR”) or by case law.
3. In the processing of personal data, the Client may be designated as the Data Controller, or—if the Client processes the personal data on behalf of a third party—as the Data Processor. The Contractor fulfills (depending on the capacity in which the Client processes the personal data) the role of Data Processor or Sub-processor.

Article 11

Purposes of processing

1. The Contractor shall process personal data exclusively within the framework of the performance of the Agreement, as well as for those purposes reasonably related thereto or determined with the consent of the data subject.
2. Under the Agreement, the Contractor shall process all personal data pertaining to all categories of data subjects that is stored during the performance of the Agreement, or that is otherwise provided to the Contractor for processing. If special categories of personal data are to be processed, the Client shall notify the Contractor thereof in advance, and the Parties shall consult to determine whether additional measures need to be taken in this regard.
3. The Contractor has no control over the purpose and means of the processing of personal data. The Contractor does not make independent decisions regarding the receipt and use of the personal data, the disclosure to third parties, or the duration of storage.
4. The Client warrants that it will maintain a record of processing activities, insofar as required under the GDPR. The Client indemnifies the Contractor against all claims and demands related to any failure to comply with, or any improper compliance with, this record-keeping obligation.

Article 12

Distribution of Responsibility

Article 13

Transfer of Personal Data

1. The Contractor processes personal data in countries within the European Economic Area. The Client grants the Contractor permission to process personal data in countries outside the European Economic Area, subject to the applicable laws and regulations.
2. The Contractor shall, upon request, inform the Client to which country or countries the personal data are transferred.

Article 14

Engaging Sub-processors

1. The Client hereby authorizes the Contractor to engage sub-processors within the framework of the Agreement and the processing of personal data set forth in these terms and conditions. The Contractor shall, upon request, inform the Client of the sub-processors it engages.
2. If the Contractor intends to engage new sub-processors for the processing of personal data, the Contractor shall inform the Client thereof in advance. The Client subsequently has two weeks to object to this intention in writing. If the Client does not object within the aforementioned two-week period, the Client shall be deemed to have consented thereto.
3. The Client shall not unreasonably withhold its consent to engage other sub-processors, provided that the Contractor makes reasonable efforts to impose upon the sub-processor at least the same obligations regarding the processing of personal data as those agreed upon between the Client and the Contractor.

Article 15

Requests from Data Subjects

1. If a data subject directs a request regarding their personal data directly to the Contractor, the Contractor shall forward the request to the Client within a reasonable period. The Contractor may inform the data subject thereof.
2. The Contractor shall respond directly to the data subject if the Contractor is legally obliged to do so, or if the Contractor bears independent responsibility in this regard pursuant to the GDPR.
3. The Contractor is entitled to charge the Client for the costs of responding to requests from data subjects.

Article 16

Applicable Law and Competent Court