General Conditions Els4Organising
ARTICLE 1 – Definitions
In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
Contractor: Els4Organising, established in Houten, registered at the Chamber of Commerce under number: 51649748;
Client: the person with whom the contractor has concluded an assignment agreement, as well as the person to whom the contractor has made an offer;
Agreement: every agreement that is concluded between the contractor and the client to advise on, and / or organize, and / or perform an event. More / less work: additions or reductions of the agreed work desired by the client, which lead to an additional payment on top of or a reduction of the agreed price.
ARTICLE 2 – General
2.1 These terms and conditions apply to every offer, quotation and agreement
between the contractor and the client, to which the contractor has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2.2 The present conditions also apply to all agreements that the contractor enters into with third parties that may be involved in the execution of the agreement between the contractor and the client.
2.3 Any deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.
2.4 The applicability of any general terms and conditions of the client is expressly rejected.
2.5 If one or more provisions in these general terms and conditions are invalid or destroyed, the remaining provisions of these general terms and conditions remain fully applicable. The contractor and the client will then enter into consultation in order to agree new provisions to replace the invalid or annulled provisions, whereby, if and to the extent possible, the purpose and scope of the original provision will be taken into account.
2.6. The contractor has the right at all times to mention or remove his name on, at or in publicity around the result of the assignment or agreement – in the manner customary for that result – or have it removed. The client is not permitted to publish or reproduce the result without mentioning the name of the contractor without the prior consent of the contractor.
ARTICLE 3 – Offer, information and formation of agreement
3.1 All quotations from the contractor are without obligation, unless explicitly stated otherwise in the quotation.
3.2 The quotes of the contractor are valid for a period of 30 days after the date of the quotation, unless indicated otherwise. Unless indicated otherwise, the contractor is only bound by the offers if the acceptance thereof by the
client is confirmed in writing within 30 days.
3.3 If the acceptance by the client (also on apparently minor points)
deviates from the offer included in the offer, the contractor is not bound by this. The agreement is then not concluded in accordance with this deviating acceptance, unless the contractor indicates otherwise in writing.
3.4 A composite quotation / quotation does not oblige the contractor to perform part of the assignment against a corresponding part of the price stated in the quotation.
ARTICLE 4 – Obligations of the client
4.1 The client is obliged to provide the contractor in a timely manner with all information which the contractor, in its opinion, requires for the correct execution of the agreement or which the client should reasonably understand to be necessary for the execution of the agreement.
4.2 The client guarantees the correctness, completeness and reliability of the information provided to the contractor, even if it originates from third parties. The contractor is not liable for damage, of whatever nature, caused by the fact that the contractor assumed incorrect and / or incomplete data provided by the client.
4.3 If the information required for the implementation of the agreement has not been provided to the contractor in time, the contractor has the right to suspend the implementation of the agreement and the additional costs resulting from the delay – according to the contractor’s usual rates – at to charge the client.
4.4 The client must ensure that the work to be carried out by third parties, which does not belong to the work agreed with the contractor, is carried out in such a way and in time that the execution of the work is not delayed.
4.5 The client must itself ensure that any necessary permits and / or exemptions are obtained with regard to the implementation of the agreement, the contractor makes every effort to assist with this and, if desired, acts as a contact person with the government authorities involved. The absence of the required permits and / or exemptions cannot be a reason for the client not to comply with (payment) obligations towards the contractor. Client is obliged to strictly comply with all laws, regulations, regulations, etc. that the municipality, the fire brigade and / or other authorities regarding the event adopt or declare applicable, this also applies to laws and regulations that are not specifically described in this article. Any fines or periodic penalty payments imposed by the government, irrespective of who they are addressed to, as a result of acting contrary to the foregoing or as a result of acting contrary to another obligation of the client will be borne by the client. The lack of permits or exemptions or non-compliance with the zoning plan cannot be regarded as a defect.
4.6 The Client indemnifies the Contractor against all claims related to it not obtaining the necessary permits and / or exemptions and / or the incorrect ones compliance with the associated conditions and / or the applicable regulations.
4.7 The client is responsible (and liable) for the acts and / or omissions of the visitors and / or (uninvited) guests of an event organized or carried out by the contractor under an agreement. The client indemnifies the contractor against all claims and claims from visitors and / or (uninvited) guests in connection with an event organized or carried out for the client by the contractor.
4.8 In the event of nuisance caused by the misconduct of guests, visitors and / or employees of the client, including but not limited to excessive alcohol consumption, drug use and extraordinary noisiness, the staff of the Contractor – whether or not in consultation with the security employee (s) present at the location ) – have the right to have the persons concerned removed.
4.9 Electricity, gas, water, light and sewerage facilities must be provided by the client himself, if these have not been specifically included in advance in the proposal and no other agreements have been made in this regard.
4.10 Unless otherwise agreed, the client shall, at its own expense, ensure that adequate measures are taken to guarantee the safety of artists and visitors to an event organized or performed under an agreement. If agreements have already been made about the aforementioned measures, the contractor is nevertheless entitled to impose additional requirements in this regard, if changed circumstances so require.
4.11 If the client takes insufficient measures to guarantee the safe execution of an event, the contractor is entitled to cancel the event, in whole or in part, without the client being able to claim any compensation or discount on the price agreed with the contractor.
ARTICLE 5 – Execution of the agreement
5.1 The contractor will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science and legislation.
5.2 If and insofar as the proper execution of the agreement requires, the contractor has the right to have certain work done by third parties. This is for the account of the client.
5.3 If it has been agreed that the agreement will be executed in phases, the contractor may suspend the implementation of the parts that belong to a following phase until the client has approved the results of the preceding phase in writing.
5.4 If work is carried out by the contractor – or third parties engaged by the contractor – within the framework of the assignment at the location of the client or at a location designated by the client, the client shall provide free of charge for the services provided by the contractor or those employees reasonably required facilities.
ARTICLE 6 – Changes and more / less work
6.1 Any changes to the (execution of the) agreement that are still required by the client after the assignment or the conclusion of the agreement with the contractor must be reported in writing by the client to the contractor before the contractor commences with the implementation of the agreement. These changes will only become part of the agreement concluded between the contractor and the client after the contractor has accepted these changes in writing or has started to implement them. If, in the opinion of the contractor, the changes desired by the client make a proper execution of the agreement impossible, the contractor is entitled to dissolve the agreement with the client extrajudicially on this basis. In this case the contractor is not liable for any damage suffered by the client as a result, of whatever nature and scope. Problems arising from the changes are always for the account and risk of the client.
6.2 If the contractor accepts the changes to the original agreement or has commenced implementation thereof, the client is obliged to pay all resulting (extra) costs to the contractor as costs of additional work, without prejudice to the other payment obligations of the client with regard to the agreement concluded with the contractor.
6.3 If the aforementioned changes result in a delay in the performance of the agreement, the periods specified by the contractor will be extended by the period of the delay. The contractor is never liable to the client with regard to the resulting delay.
6.4 If, for the rest, the contractor is of the opinion that there is additional work, he will inform the client of this in writing as soon as possible. The contractor will thereby also give the client an indication of the consequences for the period of completion of the implementation of the agreement, as well as of the costs associated with the additional work.
6.5 If the number of guests is increased before that date, and if on the day itself it appears that the number of guests is more than agreed in writing, this will be considered as additional work. The client will be invoiced separately for this additional work. Regarding the number of guests who attended the event, the count performed by the Contractor is binding.
6.6 Els4Organising is not responsable for the definite number of registered attendees.
ARTICLE 7 – Time limits, Delivery and execution time
.1 The agreement between the contractor and the client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing. If within the duration of the agreement a period has been agreed for the completion of certain activities, this is never a strict deadline.
7.2 If any period specified by the contractor is exceeded, the contractor will only be in default in this regard after the client has given the contractor a written notice of default and the contractor has granted a reasonable period of time to still fulfill its obligations towards the client. This reasonable period will be at least equal to half the originally agreed period for the implementation of the relevant agreement.
ARTICLE 8 – Prices and rates
8.1 The prices and rates stated by the contractor are exclusive of turnover tax, as well as exclusive of any travel and accommodation costs or other (un) costs, unless agreed otherwise in writing. The prices and rates apply to the agreement stated in the order confirmation / quotation in accordance with the specified specifications and the specified period (s).
8.2 The parties can agree a fixed price at the conclusion of the agreement. If no fixed price is agreed, the price will be determined on the basis of the number of hours actually spent (direction). The price is then calculated according to the contractor’s usual hourly rate, valid for the period in which the work is being performed, unless a different hourly rate has been agreed upon.
8.3 If the assignment is carried out on location at the client, the costs relating to gas, water and electricity will be borne by the client.
8.4 For assignments with a duration of more than three (3) months, the costs owed by the client may be charged periodically.
ARTICLE 9 – Payment and payment conditions
9.1 Payment must be made within 14 days after the invoice date, in a manner to be specified by the contractor, in the currency stated in the invoice. All payment terms are to be regarded as deadlines, unless explicitly agreed otherwise in writing. The contractor has the right to demand an advance that represents at least 50% of the total payment obligation of the client.
9.2 If an agreed payment term is exceeded, the full claim will be
immediately due and payable. Furthermore, the client is then immediately and without prior notice of default a fine of ten percent (10%) of the relevant (unpaid) invoice.
9.3 Any authority of the client, being an entrepreneur, for settlement or suspension, for whatever reason and for whatever reason, is expressly excluded.
9.4 If the client does not pay, does not pay in time or does not pay in full, he is – in addition to the fine referred to in paragraph 2 – in default without prior notice of default and will owe 1% interest per month on the outstanding invoice amount (including the forfeited fine) during the months that the client is in default, or the statutory commercial interest if that is higher. Part of the month counts as a full month for the calculation of the interest.
9.5 If the client is in default with the (timely) fulfillment of his obligations, then all extrajudicial costs, calculated according to the ‘Extrajudicial collection costs 2012 Decree’, will be for the account of the aforementioned client, without prejudice to the otherwise accruing to the contractor rights, such as those for damages or compliance.
9.6 If the contractor, for reasons of leniency or otherwise, gives a delay to the client for the performance of any performance, the new term always has a fatal character.
9.7 In the event of legal debt restructuring, liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the contractor against the client are immediately claimable.
ARTICLE 10 – Suspension and termination
10.1 If the client fails to meet one or more of its obligations (including payment obligations) vis-à-vis the contractor in time, the contractor is entitled – without prejudice to all other rights vested in the contractor – to fulfill its obligations to the client until the client has fully complied with his obligations towards the contractor.
10.2 If there is a legitimate fear on the part of the contractor that the client will not be able to fulfill his obligation, the contractor is entitled to suspend his obligation. In that case, the contractor gives the client the opportunity to provide security by means of a statement regarding compliance with the client’s obligation. If the client does not comply with this within 14 days after the date of the request of the contractor, the contractor has the right to terminate the agreement.
10.3 The contractor is furthermore authorized to dissolve the agreement or have it dissolved, without prior notice of default or judicial intervention, by means of a written extrajudicial statement, if:
– circumstances arise that are of such a nature that fulfillment of the agreement has become impossible or according to the standards of reasonableness and
fairness can no longer be required, or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
– if the client is granted a (provisional) suspension of payment, the client’s bankruptcy is applied for or the client himself applies for bankruptcy, the client offers a (private) agreement to his creditors or (for this purpose) convenes a meeting of creditors or if application is requested or granted with respect to the client (natural person) of the Natural Persons Debt Restructuring Act.
– the client’s company is liquidated and / or the client’s business activities are actually discontinued or relocated outside the Netherlands.
10.4 If the agreement is dissolved, the claims of the contractor against the client are immediately due and payable. If the contractor suspends the fulfillment of the obligations, he retains his rights under the law and the agreement.
10.5 Cancellation (cancellation) by the client must be in writing and dated. The client cannot derive any rights from an oral cancellation (cancellation). One can only speak of cancellation (cancellation) if it has been signed by the client and is in the possession of the contractor.
10.6 In the event of postponement or cancellation (cancellation) by the client of a short-term assignment – being an assignment where the preparation and execution of the event must take place within two (2) months after the assignment is issued – the client is obliged to pay the entire agreed price to the contractor. to reimburse. In the event of the client’s postponement or cancellation (cancellation) of a long-term assignment – being an assignment where the event must take place at least two (2) months after the assignment is given – the client is obliged to pay the contractor a fee based on: the following percentages:
- in case of cancellation (cancellation) no later than one hundred and twenty (120) calendar days before the production date, 50% of the invoice amount;
- in the event of cancellation (cancellation) in the period between one hundred and twenty (120) calendar days and sixty (60) calendar days before the production date, 75% of the invoice amount;
- in case of cancellation (cancellation) up to sixty (60) calendar days before the production date, 100% of the invoice amount.
Without prejudice to the right of the contractor to claim the actual damage suffered if this amounts to more.
10.7 If the client postpones the event, this will be seen as cancellation (cancellation) unless a new production date is set by mutual agreement with the client on which the event can take place and agreement has been reached on the price for organizing or conducting the event on the new production date.
ARTICLE 11 – Liability
11.1 If the contractor should be liable, then this liability is limited to the provisions of this provision.
11.2 If the contractor is liable for direct damage to the client, being the entrepreneur, that liability is limited to a maximum of the invoice amount, at least that part of the assignment to which the liability relates. The liability is at all times limited to a maximum of the amount to be provided by the contractor’s insurer in the appropriate case.
11.3 Direct damage is exclusively understood to mean:
– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
– any reasonable costs incurred to ensure that the contractor’s defective performance meets the contract, unless these cannot be attributed to the contractor;
– reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
11.4 The contractor is not liable for any damage suffered or to be suffered by the client, being the entrepreneur, (or third parties), of any nature and / or size, in connection with or arising from the implementation of the agreement, including damage to items belonging to the client or third parties, as well as indirect damage, including for example business damage, consequential damage, lost profit, lost savings and damage due to business interruption.
11.5 The contractor is never liable vis-à-vis the client, being the entrepreneur, for damage and / or costs, of whatever nature and / or size, that are in any way related to or ensuing from actions, negligence, errors and / or the quality of the work delivered by third parties, who were engaged by the contractor for the execution of the agreement.
11.6 The foregoing suffers exception in the event of intent or gross negligence on the part of the contractor that can be equated with this. A series of related claims / events is hereby considered as one claim / event.
11.7 Insofar as the client has not yet been invoiced in an appropriate case, the aforementioned text must be read as “invoice amount” the agreed fixed price or standard rate that would be charged to the client for the work performed, in which the cause of the damage is located.
11.8 The client indemnifies the contractor against all claims from third parties with regard to damage in connection with the contracts executed by the contractor, unless it is legally established that these claims are a result of intent or equivalent gross negligence on the part of the contractor and the client also demonstrates that he is not to be blamed for this.
ARTICLE 12 – Force majeure
12.1 In the event of permanent force majeure, the contractor is entitled to dissolve the agreement with the client by means of a written statement without judicial intervention. The contractor is not liable vis-à-vis the client for any damage suffered by the client, of whatever nature and scope.
12.2 In the event of temporary force majeure, the contractor is entitled to extend the periods within which the agreement must be performed by the time during which the temporary impediment applies. If the aforementioned hindrance lasts longer than six months, the client may demand (partial) termination of the agreement, without the client being entitled to compensation, without prejudice to the (payment) obligations of the client with regard to the work already carried out by the contractor part of the agreement.
12.3 If, upon the commencement of the force majeure, the contractor has already partially fulfilled its obligations or can only partially meet its obligations, the contractor is authorized to separately invoice the part already performed or the part to be performed of the agreement.
ARTICLE 13 – Intellectual Property
13.1 Without prejudice to the other provisions of these terms and conditions, the contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations, as well as intellectual property rights associated with the brands that the contractor has on an exclusive basis represents.
13.2 All goods and / or documents and / or documents supplied and / or provided by the contractor – of which the intellectual property belongs to the contractor or which belongs to the brands which the contractor represents on an exclusive basis – such as documents, advice, leaflet material, images, agreements, quotations, designs , sketches, drawings, software, models etc., remain the property of the contractor or its suppliers or producers, regardless of whether costs have been charged to the client for their manufacture, and are exclusively intended to be used by the client for the purpose for which they have been made available to the client. These goods and / or documents (belonging to the contractor or its suppliers or producers or producers) may not be used by the client for any other purposes, nor may they be reproduced or reproduced, nor reproduced or processed, without the express prior written consent of the contractor. be changed or resold or brought to the knowledge of third parties. Client is fully liable for all damage – including lost profit and the costs for drawing up the relevant designs, models etc. – which is caused by (or is related to) any infringement of the aforementioned rights. The client is obliged to immediately inform the contractor as soon as he is aware of any infringement of the rights as referred to in this article.
13.3 The client is obliged to return the goods and / or documents provided to him as referred to below at the first request of the contractor within the specified period. Client is fully liable for all damage related to late return of the goods and / or documents provided to him (client), as mentioned above.
13.4 In the event of the production of goods by the contractor for drawings, samples, models, designs, sketches or other instructions received from or on behalf of the client, the client guarantees that these are free of any intellectual property right. The client indemnifies the contractor against all third-party claims in this regard.
ARTICLE 14 – Complaints
14.1 Complaints about the work performed must be reported in writing by registered letter to the contractor within fourteen (14) days after discovery. The notice of default must contain as detailed a description as possible of the shortcoming (s), so that the contractor is able to respond adequately.
14.2 Complaints regarding the execution of the agreement by the contractor never give the client the right to suspend his payment obligations towards the contractor.
14.3 If the contractor considers a complaint to be justified, the contractor is entitled to re-execute the relevant agreement, or to remedy the complaints (or have them remedied).
14.4 The client is obliged, if he is or remains of the opinion that the contractor did not perform the agreement on time, not completely or not properly, to immediately inform the contractor in writing and by registered letter in accordance with the provisions of paragraph 1 and based claims within 12 months after the date of the aforementioned notification, or within 12 months after that notification should have been made, legally enforcing by means of a subpoena, failing which all his rights and claims in this regard expired by the expiry of the aforementioned period.
ARTICLE 15 – Disputes
15.1 All disputes arising from or related to the legal relationships between the contractor and the client to which these general terms and conditions apply will only be submitted to the competent court in the district where the contractor is established, unless provisions of mandatory prescribe otherwise. The contractor has the right to deviate from this jurisdiction rule and to use the statutory jurisdiction rules.
15.2 The parties can agree on a different form of dispute settlement in writing.
ARTICLE 16 – Applicable law
Dutch law applies exclusively to all legal relationships between the contractor and the client.