General terms and conditionstomadolfsen2020-08-25T21:53:15+00:00
General terms and conditions
General terms and conditions of eventophetwater.nlwhich regularly contains agreements to be concluded with Clients and third parties within the framework of the business operations of its members, filed with the Amsterdam Chamber of Commerce:
Article 1 Applicability of general terms and conditions
1.1 These general terms and conditions apply to every offer, quotation and agreement between Contractor and Principal. 1.2 If any provision of the General Terms and Conditions is found to be null and void or is annulled, this shall not affect the validity of the remaining provisions. In that case, the parties will replace the invalid or annulled provision with a provision that is as close as possible to the intention of the parties. 1.3 The applicability of Customer’s general terms and conditions is expressly rejected.
Article 2 Quotation, information and activation third partynGeneral terms and conditions
2.1 All offers, quotations, cost estimates, etc. of Contractor are entirely without obligation, unless Contractor has indicated otherwise in writing. 2.2 All information and/or specifications provided by Contractor are always approximate, unless explicitly stated otherwise in writing. 2.3 Contractor is entitled to engage third parties for the execution of the assignment. 2.4 If an offer etc. by Contractor is not followed by a written order or an order by e-mail within 14 days (or, in so far as this is the case, the period explicitly indicated in that offer etc. – otherwise – has been confirmed by Contractor, it shall lapse. 2.5 The Contractor reserves the right, even after acceptance of the offer by the Client, to revoke the order or order placed with it free of form. Such revocation shall take place immediately after receipt by the Contracted Party of the acceptance.
Art. 3 Client’s obligations general terms and conditions
3.1 Unless agreed otherwise in writing, Client shall at his own expense provide sufficient measures to guarantee safety at the place where the assignment is carried out (including but not limited to safety for artists, employees and visitors). If agreements have already been made about the aforementioned measures, the Contracted Party will nevertheless be entitled to impose additional requirements at any time if changed circumstances so require. 3.2 The Client undertakes to insure, as far as possible, all risks associated with the execution of the assignment, including the activities and/or acts and/or omissions of third parties engaged by it. In any event, the Client is obliged to take out regular AVB insurance and, if applicable, professional liability insurance. Furthermore, the Principal undertakes to ensure that the aforementioned insurances include the employee(s) engaged by the Contracted Party in the performance of the Agreement and the items made available by the Contracted Party. The Client is obliged to provide copies of the aforementioned insurance policies to the Contracted Party at the latter’s first request. 3.3 Principal is obliged to provide Contractor in a timely manner with all information which it knows or should have known is necessary for the execution of the assignment. The Client guarantees the accuracy and completeness of the information provided by it. 3.4 The client is not entitled to any form of compensation if (a) Principal has not fulfilled its obligations as set out in article 3.1 and/or 3.2 of these General Terms and Conditions, or has not fulfilled them to a sufficient extent, and the Contracted Party fails to carry out the assignment in whole or in part (to which the Contracted Party is entitled) and/or (b) Principal has not or not sufficiently fulfilled its obligations as set out in Article 3.1 and/or 3.2 in these General Terms and Conditions, Contractor has notified Principal in writing and Principal nevertheless wishes to continue the assignment. 3.5 The client is responsible for the payment of the fees for the use of intellectual property rights of third parties (including but not limited to Buma rights). 3.6 Unless otherwise agreed in writing, Principal is responsible for the required permission from third parties and/or permits, as well as research into this. 3.7 The Client is responsible for the acts and omissions of the third parties engaged and/or invited by it and involved in the assignment, such as visitors to an event. 3.8 Customer is responsible for any tax consequences and/or payment (of withholding taxes) as a result of the WKR. The Client indemnifies and compensates the Engaged Firm in full with respect to any claims from third parties that the Client may receive in this respect.
Article 4 Contractor’s liability
4.1 Contractor is entitled to involve third parties in the execution of the assignment. 4.2 Contractor is not liable for damages, of any nature whatsoever, arising because it is based on incorrect and/or incomplete information provided by or on behalf of Principal. 4.3 Contractor is only liable for damages (i) if such damage is covered by its liability insurance up to the amount paid out by its insurance plus the excess; or (ii) in the event of intent or gross negligence on its part or on the part of any of its officers. 4.4 If there is (i) there is no intentional act or omission or gross negligence, or (ii) does not pay out the insurance, and if there is nevertheless liability on the part of the Contractor, then this liability is limited to only direct damage (whereby liability for indirect damage is explicitly excluded) with a maximum of € 25.000,-. 4.5 The contractor is never liable for damage caused by (a shortcoming or wrongful act or omission of) performing service providers and/or suppliers, including the personnel of those service providers and/or suppliers engaged by the Contracted Party in connection with or for the purpose of the performance of – part of – the Agreement. 4.6 All rights of action and other powers, for whatever reason, that Main Contractor has against M&A must be received in writing by M&A within 12 months after the moment that Main Contractor became aware or could reasonably have been aware of them, failing which they will lapse. 4.7 The Client indemnifies the Contractor against claims from third parties (including but not limited to participants and visitors) who suffer damage in connection with the performance of the assignment. 4.8 Any advice given by the Contractor will always be free of obligation and follow-up will be at the Principal’s expense and risk. 4.9 The client is not liable for the attendance of the participants of the event in question. 4.10 Contractor is not liable for damage to goods made available to it by Principal. The client will take care of proper insurance.
Article 5 Advertising
All complaints must, under penalty of forfeiture, be submitted in writing to Octrooibureau Novopatent within 30 days after they have become known or could have become known.
Article 6 Force majeure
Circumstances not attributable to the Contractor, which are of such a nature that compliance with the Agreement can no longer reasonably be demanded or can no longer be demanded in full (such as but not limited to (i) extreme weather, (ii) revocation of one or more licences, and (iii) national mourning) gives it the right to dissolve the order in whole or in part and/or to suspend its execution without any obligation to pay damages. In that case, the Contractor retains its right to compensation (including but not limited to costs for third parties engaged by it). The Contracted Party advises the Client to insure itself against these risks.
Article 7 Price, payment and cancellation
7.1 The agreed price (order price) is exclusive of VAT and any other government levies, unless otherwise agreed in writing. 7.2 Changes, including additional costs in the original order of whatever nature, made by or on behalf of the Principal, which cause higher costs than could have been counted on in the quotation, will be charged extra to the Principal. 7.3 If the contractor accepts the employer’s offer, he will send an invoice for at least 75% of the total amount after receiving the signed copy of the confirmation form. This invoice must be paid by the client within 21 days of the invoice date and in any case before the date on which the event is to take place. If this is not the case, the client may be denied access. 7.4 Client is at any time at the first request of Contractor to provide security for the payment of all that it owes. 7.5 Unless expressly agreed otherwise in writing, payment must be made within the term of payment stated on the invoice. The term of payment is a deadline. Client is not entitled to suspend or set off any payment. 7.6 If no payment has been made within the term of payment, Client shall be in default by operation of law. It will then owe the statutory commercial interest (whereby a part of the month will be considered a full month) as well as extrajudicial collection costs of 15% of the principal sum with a minimum of € 350. 7.7 Client is entitled to cancel the order only in writing. The Client must then pay the following costs to Octrooibureau Novopatent in the event of cancellation:
a) in the period up to 9 months prior to the commencement date, 30% of the full order price (as applicable at the time of cancellation); b) in the period between 9 and 6 months prior to the commencement date, 50% of the full order price (as applicable at the time of cancellation); (c) in the period between 6 and 3 months prior to the commencement date, 65% of the full order price (as applicable at the time of cancellation); (d) in the period between 3 and 2 months prior to the commencement date, 75% of the full order price (as applicable at the time of cancellation); (e) in the period between 2 and 1 months prior to the commencement date, 85% of the full order price (as applicable at the time of cancellation); and (f) in the period between 1 month before the commencement moment and the commencement moment itself, 100% of the full order price (as applicable at the time of cancellation). The order price shall be the order price included in the agreement plus any changes agreed thereafter.
7.8 Cancellation does not only occur when the meeting is cancelled in whole or in part. There is also a cancellation and the above if the number of participants differs more than 10% negatively from the number booked at the final booking. 7.9 Up to fourteen working days before the event, the final number of participants can be communicated with a maximum deviation of 10% downwards. This number is then the final number for the final invoice. If the number of participants is reduced (with a maximum deviation of 10%), the variable part of the cost will be deducted from the final invoice. If the number of participants on the day of execution is higher than the communicated number, this will be invoiced at the agreed price per person. 7.10 If at the time of cancellation the damage of Provider is higher than the cancellation fee as included in Article 7.5 in these General Terms and Conditions, then Principal this higher amount to Provider to compensate.
Article 8 Termination and dissolution
8.1 Without prejudice to the further rights to which Contractor is entitled, Contractor is entitled to terminate the agreement in whole or in part without further notice of default by means of a written statement if: – Principal is in default with the performance of one or more obligations under the Agreement; – Principal is declared bankrupt, has applied for (provisional) suspension of payments, the application of the Natural Persons Debt Rescheduling Act (Wet Schuldsanering Natuurlijke personen) has come into force, his business is closed down or liquidated, a substantial part of his assets is seized or he transfers his business to third parties. Translated with www.DeepL.com/Translator (free version) 8.2 In the event of dissolution, the risk of goods already delivered shall remain with the Principal. The goods will then be at the Contractor’s disposal and must be collected by the Contractor. 8.3 If Contractor (or a third party engaged by it) at the time of the dissolution (which in this context is also understood to mean dissolution and suspension as referred to in Article 6 above) has already performed performances for the execution of the agreement, these performances and the related payment obligation of Client to Contractor are not subject to undoing. Amounts invoiced by the Contractor before the dissolution or amounts which the Contractor will invoke after the dissolution in connection with what the Contractor had already performed or delivered prior to the dissolution shall therefore remain payable in full and shall become immediately due and payable at the time of dissolution.
Article 9 Intellectual property rights
9.1 Contractor is or will be the exclusive owner of all existing and future rights of intellectual property (including but not limited to copyright) vested in or arising from works (in any form whatsoever, including but not limited to elaborated ideas, proposals, designs and concepts) that Contractor develops and/or has developed (or has had developed) in the context of the assignment. The client obtains a right of use on this for the duration of the assignment. 9.2 Client guarantees to respect the intellectual property rights of third parties. If, through the Client’s acts and/or omissions, the Engaged Firm infringes the intellectual property rights of third parties, the Client will indemnify the Engaged Firm, its employees and/or third parties engaged by the Engaged Firm at the first request. 9.3 By making materials or works, of whatever nature, available to Contractor in the context of the assignment, the Client gives unconditional permission to Contractor to use these materials and works in any way whatsoever, to the extent reasonably required for the proper execution of the assignment. 9.4 Client and third parties forming part of the assignment are entitled to make sound, photo and/or video recordings of the assignment, unless Contractor has explicitly stipulated otherwise in writing. The sound, photo and/or video recordings may not be used in internal and external communications without the prior written permission of the Contracted Party. 9.5 The Client shall at all times respect any rights of third parties to the objects, materials, works, performances, ideas, proposals, concepts or methods used in the context of the performance of the Agreement. Any licence fees relating to (further) use of these objects, materials, works, performances, ideas, proposals, concepts or methods, including but not limited to claims from collective collection organisations such as BUMA/STEMRA and SENA, are not included in the Fee, unless expressly agreed otherwise in writing, and are for the account of the Client. 9.6 The Contracted Party is entitled to make sound, photo and/or video recordings of the assignment, unless the Client has expressly stipulated otherwise in writing. Noise, photographic and/or visual recordings of the order may be used by the Contracted Party in internal and external communications without the Client’s prior written permission, unless otherwise agreed in writing.
Article 10 Processing of personal data
10.1 In the event that Contractor processes personal data on behalf of Client during the performance of the Agreement, the conditions below will apply in addition to the General Terms and Conditions of Sale. 10.2 The terms used in these Terms and Conditions have the meaning assigned to them by the General Data Protection Regulation (hereinafter: “GTC”) or by case law. 10.3 When processing personal data, the Client may be regarded as the data controller, or if the Client processes the personal data on behalf of a third party as processor. The Contracted Party will fulfil the role of processor or sub-processor (depending on the capacity in which the Client processes the personal data).
Article 11. Purposes of processing
11.1 The Contractor will only process personal data in the context of the performance of the Agreement, plus those purposes that are reasonably related to this or that are determined with the consent of the person concerned. 11.2 Under the Agreement, the Contractor will process all personal data of all categories of data subjects who are stored in the performance of the Agreement, or who are otherwise provided to the Contractor to be processed. If special personal data are processed, the Client must notify the Engaged Firm of this in advance and the Parties will assess in consultation whether additional measures need to be taken in this context. 11.3 Contractor has no control over the purpose and means of processing personal data. The Contractor does not make independent decisions regarding the receipt and use of the personal data, the provision to third parties and the duration of storage. 11.4 The Client guarantees that, insofar as required by the GCG, it will keep a data processing register. The Client indemnifies the Engaged Firm against all claims and demands relating to non-compliance or incorrect compliance with this obligation to register.
Article 12. Distribution of responsibility
12.1 For processing of personal data, which in any case includes but is not limited to the collection of personal data by the Client, processing for purposes not reported by the Client to Contractor, processing by third parties or for other purposes, Contractor is not responsible. 12.2 The Client guarantees that the content, use and order to process personal data are not unlawful and do not infringe any rights of third parties. Business Clients indemnify Octrooibureau Novopatent against all claims by third parties arising from the Client’s failure to comply with the aforementioned guarantee. 12.3 The Client’s obligations arising from these Terms and Conditions also apply to those who process personal data under the authority of the Client, such as employees or third parties engaged by them.
Article 13. Transfer of personal data
13.1 The Contractor processes personal data in countries within the European Economic Area. The Client grants the Contracted Party permission for the processing of personal data in countries outside the European Economic Area, with due observance of the applicable laws and regulations. 13.2 On request, the Contracted Party will inform the Client to which country or countries the personal data will be passed on.
Article 14. Enabling subprocessors
14.1 The Client hereby grants the Contracted Party permission, within the framework of the Agreement and the personal data processing included in these Terms and Conditions, to engage sub-processors. On request, the Contracted Party will inform the Client about which sub-processors it engages. 14.2 If the Contracted Party intends to use new sub-processors to process personal data, the Contracted Party will inform the Client of this in advance. Client then has two weeks to object to this intention in writing. If the Client does not object within the aforementioned period of two weeks, the Client is deemed to have agreed to this. 14.3 The employer shall not withhold its permission to engage other sub-processors on unreasonable grounds, whereby the contractor shall make every effort to impose on the sub-processor at least the same obligations in respect of the processing of personal data as those agreed between the employer and the contractor.
Article 15. Requests from parties concerned
15.1 If a data subject submits a request concerning his personal data directly to Contractor, Contractor will forward the request to the Client within a reasonable period of time. The Contractor may inform the person concerned accordingly. 15.2 The Contractor will respond directly to the person concerned if the Contractor is required to do so by law or if the Contractor has an independent responsibility in this respect on the basis of the AVG. 15.3 Contractor is entitled to charge the Principal for the costs of responding to requests from those involved.
Article 16 Applicable law and competent court
All legal relationships between the Engaged Firm and the Client are governed by Dutchlaw. Only the court of the district in which (the registered office of) the Contractor is located shall have jurisdiction to hear disputes between the parties.