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GENERAL
Article 1 Applicability
1.1 The Contractor as an independent B.V. carrying out its activities under the (trade) name @., registered at the Chamber of Commerce in @., provides its services in accordance with the General Conditions of the Dutch Venue Association. Dutch Venue Association is the trade association for the Dutch event location sector. Affiliated venues apply these conditions.
OPTION AND FORMATION OF AGREEMENT
Article 2 Options
2.1 The Contractor may, at the Client's request, provide the Client with an option on room space. An option is entirely without obligation for the Contractor as client, unless otherwise agreed in writing.
2.2 Where a fixed-term option has been agreed with the Principal, the Contractor shall be entitled to require security for the option. If the customer does not use the option, the contractor is entitled to keep the security deposit (read: not to repay the customer).
Article 3 Offers/ quotation
3.1 All offers/ quotations made by or on behalf of the Contractor shall be without obligation unless otherwise agreed in writing.
3.2 In any case, the Contractor is only bound if its written offer/quotation states at least:
- Which room(s) have been rented for what period of time at what price;
- for the purpose of which type of project the space(s) are rented;
- The indication of the number of people expected to attend;
and the offer/quotation has been signed for approval by both parties or has been accepted by the client by e-mail and has been received by the client in good time. The risk of ambiguities arising from orders given orally or by telephone and communications made shall be borne by the client.
Art. 4 Client obligations (including security and information)
4.1 The Client shall, at his own expense and risk, take sufficient measures to ensure the safety of the artists, third parties engaged by him, guests and visitors. If agreements have already been made regarding the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements at any time if changed circumstances so require.
4.2 The Principal is required to notify the Contractor in writing of any risks to the status of (the premises of) the Leased Premises and/or the good name of the Contractor that might arise due to or because of the event. These include, but are not limited to, risks due to the visitor profile, the (changed) nature of the event, any threat or attraction of undesirable behavior, political or social unrest and possible refusal of necessary permits in a general sense, including under the Bibob Act or the venue's own permits. The Contractor shall be entitled to dissolve the event without liability for damages if the Client's duty of disclosure is breached and/or the information provided is incorrect or incomplete. Upon dissolution of the agreement by the contractor, the contractor is not obliged (i) to compensate for damages suffered by the client in any sense whatsoever, and/or (ii) to refund payments made.
4.3 The Principal shall be obliged to provide the Contractor with all information which it knows or ought to know is necessary for the performance of the assignment in good time. The Client guarantees the accuracy and completeness of the information it provides.
4.4 The Client shall not be entitled to any form of compensation if it has not or not sufficiently complied with its obligations as set out in Article 4.1 and/or 4.2 of these General Terms and Conditions and the Contractor consequently (i) fails to proceed with the assignment in whole or in part, which the Contractor shall be entitled to do in that case and/or (ii) the Contractor has pointed this out to the Client in writing and the Client nevertheless wishes the assignment to proceed.
4.5 The Client is responsible for the remittance of fees due to the use of third party (intellectual property) rights (including but not limited to Buma/Stemrare rights).
4.6 Unless otherwise agreed in writing, the client shall be responsible for the required third party consents and/or permits.
4.7 The Client is aware that the event to be organized must be appropriate to the reputation, appearance and other events of the Contractor's premises and must not cause a nuisance to other tenants/users of the building and local residents.
4.8 Client is responsible and liable for the acts and omissions of visitors, guests, third parties engaged by it, etc. during the assignment (including but not limited to the event).
RENTAL AND EVENT CONDITIONS
Article 5 Rented
5.1 It is the responsibility of the client to verify the suitability of the rented property for the intended event before entering into the agreement.
5.2 Only the room(s) described in the agreement and the facilities mentioned therein belong to the rented property. Unless otherwise agreed in writing, central entrances, corridors, stairs, toilets, cafes, restaurants, the outside areas and garages/parking areas do not belong to the rented property.
5.3 The Client shall not be permitted, without the prior written consent of the Contractor:
5.4 The Client is obliged to bring the House Rules to the attention of the guests, visitors, staff, employees, etc. and remains responsible and separately liable for the (proper) observance of the House Rules by those parties. Client shall indemnify Contractor for all damages - and claims of third parties - arising from the violation of the house rules or general conditions or the agreement by the guests, visitors, staff, employees, etc.
Article 6 Guest number
6.1.1 The cost estimate is based on the number of guests as stated in the agreement. If there is a change in the number of guests, this will affect the price calculation of the agreement and/or the suitability of the rented property.
6.1.2 The client is obliged to inform the contractor in writing as soon as possible as soon as changes or additions arise that deviate from the agreement.
6.2 Reduction of the agreed guest number with settlement of costs is only possible once up to ten days before the start of the event up to a maximum of 5% of the agreed guest number. Settlement will take place on agreed conditions where applicable. The Contractor is entitled, in the event of a reduction higher than 5%, to adjust his calculations to the then arising situation, including a different room.
6.3 If more guests appear on the day of performance than the agreed number, the related costs will be charged extra on the basis of the data stated in the agreement. The Contractor shall be entitled to refuse guests if the agreed number of guests is exceeded, inter alia in view of the safety of the other guests in connection with the surface area of the Leased Premises. The number of guests present as determined by the contractor is normative in this regard.
6.4 Assignments will be accepted on a subsequent costing basis, unless otherwise agreed in writing.
Article 7 Implementation
7.1 The furnishing, use and evacuation of the Leased Premises shall be in consultation with the Contractor.
7.2 The Contractor shall at all times be entitled to issue further regulations with respect to the furnishing, use and evacuation of the Leased Premises if such is deemed advisable in the interests of (public) order and safety by the fire department, police, mayor or the Contractor.
7.3 Except with the prior express written consent of the Contractor, no changes may be made to the Leased Premises and other space(s) and (outdoor) areas.
7.4 The Tenant shall accept the Subjects in the condition they are in at the commencement of the Lease Period. Any defects discovered at the end of the rental period in the rented property and in the general areas placed in use (such as but not limited to toilets) shall be deemed to have arisen during the rental period, unless the tenant can make it plausible that such defects (such as damage) already existed before the rental period.
7.5 At the time of termination of the rental period stated in the confirmation of order, the Principal must have delivered the Subjects in the condition in which they were made available, completely vacated and clean, undamaged by any changes the Principal may have made thereto. In the event of late and/or clean delivery, the contractor shall be entitled to charge the customer a penalty to the value of the order price.
Article 8 Suppliers
Unless expressly agreed otherwise in writing, the use of subcontractors (including but not limited to catering, audio/visual, technology) within the Leased Premises shall be the sole responsibility of the Contractor.
Article 9 Prizes
9.1 All prices are exclusive of VAT, unless otherwise agreed in writing (including but not limited to e-mail). All other levies imposed by the government shall also be borne by the Client. Octrooibureau Novopatent shall announce these in advance to the extent possible. Octrooibureau Novopatent shall be entitled to pass on to the Client any increases in taxes, excise duties or social security charges imposed by the government. Octrooibureau Novopatent shall be entitled to pass on to the Client any interim cost-increasing circumstances (i.e. circumstances after the conclusion of the Agreement).
9.2 If the contractor provides a composite quotation, there shall be no obligation to perform part of the quotation at a corresponding portion of the price quoted for the whole.
Article 10 Payments
10.1 Payments shall be made within 14 days of the invoice date, unless otherwise stated in writing in the quotation/ offer/ agreement.
10.2 Client is obliged to:
- 90% of the agreed order price excluding room hire must be paid in advance by the client no later than 14 days before the execution of the agreement;
- Any additional or reduced costs shall be invoiced by the Contractor as a final invoice immediately following the performance of the contract, subject to settlement of the aforementioned down payments;
- For each of the payment dates, the Contractor shall send an invoice to the Client in a timely manner;
10.3 The final invoice shall provide an accurate specification of the services rendered and a specification of services to be invoiced on subsequent calculation as well as a specification of VAT.
10.4The term of payment is a strict deadline. Client is not entitled to suspend or set off any payment.
10.5 If no payment has been made within the payment period, the client shall be in default by operation of law. It shall then owe the statutory commercial interest (whereby part of a month shall be regarded as a whole month) as well as extrajudicial collection costs of 15% of the principal sum with a minimum of € 350.
10.6 Clients from abroad are bound by the guidelines provided by the Dutch tax authorities regarding payment of VAT.
LIABILITY/ FORCE MAJEURE/ EPIDEMICS AND PANDEMICS
Article 11 Liability .
11.1 The Principal shall be liable for damage suffered by third parties arising from the use of the leased premises and/or the space(s) made available for use and shall indemnify the Contractor against claims from third parties in respect of damage on that account.
11.2 Damage to or loss of goods owned by the contractor and/or by suppliers contracted by the contractor caused by the client and/or his invitees/employees/engaged third parties, etc., shall be compensated in full by the client to the contractor.
11.3 Everything brought into the building and/or rented premises by or on behalf of the Client shall be there at the Client's expense and risk. The Contractor is not in charge of insuring and/or guarding it. The Contractor shall not be liable for damage to or loss of goods, property and monetary values of the Client or third parties (including invitees, the public and performers) from any cause whatsoever, except in the case of intent or gross negligence on the part of the Contractor or its staff. The Contractor is also not liable for damage to or loss of goods deposited in the checkroom. The Client shall indemnify the Contractor against claims by third parties (as referred to above).
11.4 The Contractor shall not be liable for damages, of any kind, resulting from its reliance on incorrect and/or incomplete information provided by or on behalf of the Client.
11.5 The Contractor shall only be liable for damage (i) if such damage is covered by its liability insurance up to the amount paid out by its insurance policy plus the excess or (ii) if there is intent or gross negligence on the part of the Contractor or one of its executives.
11.6 If (i) there is no intent or gross negligence, or (ii) the insurance does not pay out, and there is nevertheless liability on the part of the contractor, such liability shall be limited to direct damage only (whereby liability for indirect damage is expressly excluded) with a maximum of the order amount.
11.7 All rights of action and other powers, on any grounds whatsoever, which the Client has against the Contractor must be received in writing by the Contractor within 1 month of the end of the lease, failing which they shall lapse.
11.8 Any advice provided by the Contractor shall always be without obligation and following it shall be at the Client's expense and risk.
Article 12: Epidemics and/or pandemics government measures
12.1 Neither party shall be liable - except as provided below in the paragraph below - for any failure or delay in the performance of the contract, to the extent that such failure or delay is caused by governmental measures resulting from epidemics or pandemics (such as the outbreak of the COVID-19 virus) that directly affect the contract making the performance of the contract prohibited or impossible (such as a restriction on the number of visitors/participants).
12.2 If there is a situation as referred to in Article 12.1, the parties will discuss the consequences and decide together whether the event (whether or not in a modified form) can still take place at the agreed time, or can be postponed.
12.3 If parties do not reach agreement on whether the event can still take place at the agreed time, or the event must be postponed, either party may terminate the agreement by written notice (this includes cancellation or dissolution). The contractor shall in that case be entitled to keep the first advance payment of @% of the agreed order price or to still receive payment of the first advance payment of @% of the agreed order price. If the client does not act as a good client within the framework of article 12.2 or 12.3, the client shall still be obliged to pay the full agreed order sum immediately.
Article 13 Force Majeure
13.1 This article does not cover epidemics/ pandemics subject to government measures (such as COVID-19).
13.2 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 (including but not limited to code red for the city/municipality/province where the event is to take place and/or for the province(s) from which the visitors/employees/suppliers/client is to originate), (ii) revocation of one or more permits (of both the Contractor and the Client), (iii) national mourning, (iv) complete or partial inaccessibility of the event location and (v) illness of staff or staff of suppliers, for example in connection with a (flu) epidemic or pandemic)) shall entitle the Contractor to dissolve the agreement in whole or in part and/or to suspend the performance thereof without any obligation to pay compensation. The Contractor shall in that case retain its right to compensation for the agreed order price (including but not limited to costs for third parties it has engaged).
13.3 A claim of force majeure on the part of the client is excluded.
CANCELLATION/ DISSOLUTION
Article 14 Cancellations
14.1 Cancellation of the agreement must be in writing only (including but not limited to email) (and if there are multiple current agreements between the parties to be accompanied by the relevant agreement).
14.2.1 If there is only room rental, the client must pay the full room rental already paid (in other words, the paid room rental will not be returned), in case of cancellation.
14.2.2 If, in addition to room hire, there are other services (such as organizational activities, including but not limited to catering, artists, audio/visual, etc.), then in addition to the room hire, the client shall pay the following costs to the contractor in the event of cancellation:
a) in the period lying before 365 days before the time of commencement, 30% of the full order price (as in effect at the time of cancellation not including room rental;
b) in the period lying between 364 days and 180 days before the time of commencement, 50% of the full order price (as in effect at the time of cancellation) not including room rental;
c) in the period lying between 179 and 90 days before the start time, 85% of the full order price (as in effect at the time of cancellation) not including room rental;
d) in the period between 89 days and the time of commencement, 100% of the full order price (as in effect at the time of cancellation) not including room rental.
The contract price shall be the contract price stated in the agreement plus mutations agreed upon thereafter.
14.2.3 If there are other services (such as organizational activities, including but not limited to catering, artists, audio/visual, etc.) in addition to the room rental, the client shall pay the following costs to the contractor in case there is no agreement on the entire agreement and the client does not use the services of the contractor:
(a) in the period lying before 365 days before the commencement date, 30% of the order price agreed upon by the parties, not including room rental;
(b) in the period lying between 364 days and 180 days before the commencement date, 50% of the order price agreed upon by the parties, not including room rental;
(c) in the period lying between 179 and 90 days before the commencement date, 85% of the order price agreed upon by the parties, not including room rental;
(d) in the period lying between 89 days and the start time, 100% of the order price agreed upon by the parties, not including room rental.
The assignment price shall be the assignment price agreed upon between the parties plus mutations agreed upon thereafter.
14.3 If, at the time of cancellation, the Contractor's loss is higher than the cancellation fee as included in Article 14.2 in these General Terms and Conditions - due to (including but not limited to) payment obligations that (will) be incumbent on the Contractor in connection with the Client's cancellation, such as obligations to third parties engaged in the performance of the Agreement and/or other third-party claims - the Client must compensate the Contractor for this higher amount.
14.4 The date of cancellation shall be the first date on which the cancellation is received by the Contractor.
Article 15 Dissolution of the agreement
15.1 The Contractor is entitled to rescind this Agreement, in addition to the legal options for rescission, if:
(a) client fails to fulfill the obligations under the agreement, in full or in a timely manner;
(b) after the conclusion of the agreement the contractor learns of circumstances that give him good reason to fear that the client will not fulfill his obligations;
c) If Client's assets are seized, or it is granted suspension of payment, or is declared bankrupt.
15.2 If the agreement is dissolved, the Contractor's claims against the Principal will be immediately due and payable.
15.3 If the Contractor proceeds to dissolve the Agreement, it will in no way be liable to compensate the Client for any damage and costs incurred by the Contractor as a result.
OTHER PROVISIONS
Article 16 Complaints / Claims
All complaints and defects must be received by the contractor in writing (including but not limited to e-mail) within 24 hours after they have become known or could have become known. If this deadline is not met, any claims the client may have shall lapse.
Article 17 Confidentiality
17.1 Both parties are obliged to keep confidential all confidential information they have obtained from each other in the context of the agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information. The party receiving confidential information shall use it only for the purpose for which it was provided.
17.2 That stated in Article 17.1 in these general terms and conditions does not apply to information:
(a) provided to its advisors, such advisors also being bound by confidentiality;
(b) were already in the lawful possession of the receiving Party before they were obtained from the Party concerned;
(c) have been independently developed by the receiving Party without the use of information or data from the Party concerned;
(d) are or become generally known or generally accessible other than by an act or omission of the receiving party;
(e) disclosed by a third party to the receiving party, without violating any confidentiality obligation to the party concerned.
(f) which is required to be disclosed by law, regulation or court order or by decision of any other public authority, provided that the receiving Party shall use its best efforts to limit the scope of such disclosure and shall give prior notice to the affected Party of any such intended disclosure.
Article 18 Image rights and drawings
18.1 All illustrations, drawings, ideas and all intellectual property rights incorporated in an offer or order confirmation, or attached thereto, are to be used exclusively in the context of the order to be given or issued and may not be used by the Client for other purposes, nor provided to any third party. All rights thereto shall remain exclusively with the contractor.
18.2 The Contractor therefore reserves the right to reclaim those documents, referring to Article 17.1 in these General Terms and Conditions.
18.3 The Contractor is entitled to make sound, photo and/or visual recordings of the event and to place that material - as well as the Client's logo - on its website for marketing purposes. The Contractor will not provide (a copy of) the relevant material and the Client's logo to third parties.
Article 19 Applicable law and jurisdiction
19.1 All legal relationships between the Contractor and the Client are governed exclusively by Dutch law.
19.2 All disputes relating to or arising from or connected with the offers made by the contractor and the agreements concluded with the customer as well as all collections due to non-payment shall be brought exclusively before the absolutely competent court in the place of business of the contractor, unless the contractor chooses to bring the claim before the court of the customer's place of residence.
19.3 In the case of a claim or rental matter under € 25,000, a choice of court does not apply. In that case - subject to a single exception - the court of the client's place of residence shall be competent.
19.4 If Client is located outside Europe, Switzerland, Norway or Iceland, a dispute shall be settled by arbitration, pursuant to the NAI (Dutch Arbitration Institute), whereby the language of communication shall be English and hearings shall take place in Amsterdam.
19.4 In the event of a difference of interpretation between the Dutch text and any foreign translations thereof, the interpretation according to the Dutch text shall be binding.
Divergent articles for individuals
Article 20 Prizes
20.1 All prices are inclusive of VAT and all other government levies. Contractor shall be entitled to pass on to Principal any government-imposed increases in taxes, excise duties or social security charges. Contractor is entitled to pass on interim cost-increasing circumstances (i.e. circumstances after the conclusion of the agreement) to Client, except within three months after the conclusion of the agreement.
20.2 If the contractor provides a composite quotation, there shall be no obligation to perform part of the quotation at a corresponding portion of the price quoted for the whole.
Article 21 Payments
21.1 Payments shall be made within 14 days of the invoice date, unless otherwise stated in writing in the quotation/ offer/ agreement.
21.2 Client is obliged to:
- 90% of the agreed order price must be paid by the client in advance no later than 30 days prior to the execution of the agreement;
- Any additional or reduced costs shall be invoiced by the Contractor as a final invoice immediately following the performance of the contract, subject to settlement of the aforementioned down payments;
- For each of the payment dates, the Contractor shall send an invoice to the Client in a timely manner;
21.3 If and to the extent that the percentages listed in Article 21.2 are not upheld in court, the Contractor shall owe reasonable compensation.
21.4 The final invoice shall provide an accurate specification of the services rendered and a specification of services to be invoiced on subsequent calculation including VAT and other government levies.
21.5The payment period is a deadline.
21.6 If no payment has been made within the payment period, the Client shall be in default by operation of law. It shall then be liable for payment of statutory interest (whereby part of a month shall be deemed to be a whole month). The Contractor shall be entitled to grant the Principal a reasonable period for payment once, after which the Principal shall be in default if payment has not been made within the reasonable period.
21.7The Principal will owe extrajudicial collection costs if payment is not received within the fourteen-day period granted by the Contractor in writing (including but not limited to e-mail).
21.8 Clients from abroad are bound by the guidelines provided by the Dutch tax authorities regarding payment of VAT.
Article 22 Guest number (replacing Article 6.3)
If more guests appear on the day of performance than the agreed number, the related costs will be charged extra on the basis of the data stated in the agreement. The number of guests present as determined by the contractor shall be normative in this, unless the client proves that the number of guests does not exceed the agreed number.
Article 23 (Image) material (replacing Article 18.3)
The Contractor is entitled to make sound, photo and/or visual recordings of the event and to place that material on its website for marketing purposes, after obtaining the Client's prior written approval. After obtaining prior approval from the client, the contractor shall not provide (a copy of) the relevant material to third parties.
