1.1 These general terms and conditions apply to every offer, quotation, and agreement between the Contractor and the Client.
1.2 If any provision of these general terms and conditions is found to be void or is annulled, it won't affect the validity of the other provisions. In such a situation, the parties will replace the void or annulled provision with one that aligns as closely as possible with their original intentions.
1.3 Any general terms and conditions from the Client are expressly rejected.
2.1 All offers, price quotes, cost estimates, and similar documents from the Contractor are non-binding, unless the Contractor has specified otherwise in writing.
2.2 All advice, information, and/or specifications provided by the Contractor are non-binding and always approximate, unless expressly stated otherwise in writing. The Client follows these at their own expense and risk.
2.3 The Contractor is entitled to engage third parties to carry out the assignment.
3.1 Unless otherwise agreed in writing, the Client will, at their own expense, ensure adequate safety measures at the location where the assignment is carried out (including, but not limited to, the safety of artists, staff, and visitors). Even if agreements have already been made about these measures, the Contractor is still entitled to impose additional requirements at any time if circumstances change and make it necessary.
3.2 The Client must provide the Contractor, in a timely manner, with all information they know or should know is necessary for carrying out the assignment. The Client guarantees that the information they provide is accurate and complete.
3.3 The Client is responsible for paying any fees for the use of third-party (intellectual) property rights (including, but not limited to, 'Buma rights').
3.4 Unless otherwise agreed in writing, the Client is responsible for obtaining any required third-party consents and/or permits, and for researching them.
3.5 The Client is responsible for the actions and omissions of any third parties they engage and/or invite who are involved in the assignment, such as (but not limited to) event participants and visitors.
4.0 This article applies if the Contractor and Client have not agreed in writing to take out an IDEA event insurance policy with Klap No Risk.
4.1 The Client won't be entitled to any compensation if the damage was (partly) caused because the Client didn't stick to their obligations from the agreement and/or these general terms and conditions.
4.2 The Client and/or Contractor won't be taking out an IDEA event insurance with Klap No Risk. The Client needs to make sure they have enough insurance for the event or take on the risk themselves.
4.3 The Contractor isn't responsible for any damage, unless: (i) the damage is covered by their general liability insurance (up to the maximum amount paid out by their insurance, plus the deductible), or (ii) it's due to intentional actions or gross negligence by the Contractor or one of their managers.
4.4 For any uninsured damage, the Contractor's liability is always limited to direct damage only, up to a maximum of € 25,000, unless it's caused by intentional actions or gross negligence by the Contractor or one of their managers.
4.5 The Contractor isn't responsible or liable for how many participants or visitors show up at the event.
4.6 Any claims or other rights the Client has against the Contractor, for whatever reason, must be received by the Contractor in writing within 12 months from when the Client became aware of them (or reasonably could have). If not, these rights will expire.
4.7 The Client will protect the Contractor from claims by third parties (like participants and visitors, but not limited to them) who suffer damage related to the work being done.
4.8 The Contractor isn't liable for damage to any goods the Client provides them with. The Client needs to make sure these are properly insured.
5.0 This article applies if the Contractor and Client have agreed in writing to take out an IDEA event insurance with Klap No Risk.
5.1 The Client won't be entitled to any compensation if the damage was (partly) caused because the Client didn't stick to their obligations from the agreement and/or these general terms and conditions.
5.2 The Client and/or Contractor will take out the IDEA event insurance with Klap No Risk as the policyholder(s), with both the Client and Contractor listed as beneficiaries.
5.3 The Contractor isn't liable for any damage not covered by the IDEA event insurance, unless: (i) this damage falls under their liability insurance coverage (up to the maximum amount paid out by their insurance, plus the deductible), or (ii) it's due to intentional actions or gross negligence by them or one of their managers.
5.4 For any uninsured damage, the Contractor's liability is always limited to direct damage only, up to a maximum of € 25,000, unless it's caused by intentional actions or gross negligence by the Contractor or one of their managers.
5.5 The Contractor isn't responsible or liable for how many participants or visitors show up at the event.
5.6 Any claims or other rights the Client has against the Contractor, for whatever reason, must be received by the Contractor in writing within 12 months from when the Client became aware of them (or reasonably could have). If not, these rights will expire.
All complaints must be submitted to the Contractor in writing within 30 days of when they became known (or reasonably could have been known), otherwise, they won't be valid.
7.1 If it's no longer reasonable to fully comply with the agreement due to circumstances beyond the control of either the Contractor or the Client, that's considered force majeure. This includes things like (i) extreme weather, (ii) permits being revoked,
(iii) national mourning, and so on.
7.2 If force majeure happens, the Client and Contractor will chat and reasonably decide if the agreement can be adjusted to the new situation, for example, by changing or moving the event. Any cost reductions or increases from these adjustments will be entirely the Client's responsibility and risk.
7.3 If adjusting things (as mentioned above) isn't possible, both the Client and Contractor can cancel the agreement due to force majeure. However, the Contractor will still be entitled to the full agreed contract amount, minus any cost savings and plus any extra costs resulting from this cancellation.
7.4 The Contractor is never liable for situations caused by force majeure.
7.5 The Client should insure themselves against the financial risks mentioned in this article. If they don't, these risks will be entirely their responsibility.
8.1 The agreed price (contract sum) doesn't include VAT or any other government taxes, unless we've agreed otherwise in writing.
8.2 The Client must, upon the Contractor's first request, provide security for all amounts they owe.
8.3 Unless we've explicitly agreed otherwise in writing, payments should be made within the term specified on the invoice. This payment term is a strict deadline. The Client isn't allowed to suspend or offset any payments.
8.4 The Client can only cancel the assignment in writing. If they do, the Client will need to pay the Contractor the following costs: a) if cancelled between 12 and 9 months before the start date, 10% of the full contract sum (as applicable at the time of cancellation); b) if cancelled between 9 and 6 months before the start date, 25% of the full contract sum (as applicable at the time of cancellation); c) if cancelled between 6 and 3 months before the start date, 50% of the full contract sum (as applicable at the time of cancellation); d) if cancelled between 3 and 2 months before the start date, 75% of the full contract sum (as applicable at the time of cancellation); e) if cancelled between 2 and 1 month before the start date, 85% of the full contract sum (as applicable at the time of cancellation); and f) if cancelled between 1 month before the start date and the start date itself, 100% of the full contract sum (as applicable at the time of cancellation). The contract sum includes the amount in the agreement plus any changes agreed upon afterwards.
8.5 If the Contractor's damages at the time of cancellation are higher than the cancellation fee mentioned above, the Client must cover the actual damages.
9.1 The Contractor is, or will become, the sole owner of all current and future intellectual property rights (including but not limited to copyright) related to or arising from any works (in any form, including but not limited to detailed ideas, proposals, designs, and concepts) that the Contractor develops or has developed for the assignment. The Client will have a right to use these for the duration of the assignment.
9.2 The Client promises to respect third-party intellectual property rights. If the Contractor infringes on any third-party intellectual property rights because of something the Client did or didn't do, the Client will indemnify the Contractor, their employees, and/or any third parties the Contractor hired, upon first request.
9.3 By providing the Contractor with any materials or works for the assignment, the Client gives the Contractor unconditional permission to use these materials and works in any way reasonably needed to properly carry out the assignment.
9.4 The Client and any third parties involved in the assignment can make audio, photo, and/or video recordings of the assignment, unless the Contractor has explicitly stated otherwise in writing. However, the Client and these third parties cannot use these audio, photo, and/or video recordings in any internal or external communications without the Contractor's prior written permission.
Dutch law is the only law that applies to all legal relationships between the Contractor and the Client. Any disputes between the parties will be handled exclusively by the court in the district where the Contractor's (registered office) is located, unless mandatory legal provisions state otherwise.
If the Contractor processes personal data for the Client while carrying out the Agreement, the terms below also apply. The terms used here have the meaning given to them by the General Data Protection Regulation (hereinafter: "GDPR") or by legal precedent. When personal data is processed, the Client might be seen as the data controller, or if they process data for a third party, as a processor. The Contractor acts as a processor or sub-processor (depending on how the Client processes the personal data).
The Contractor will only process personal data as part of carrying out the Agreement, along with any related purposes or those agreed upon with the data subject. Under this Agreement, the Contractor will process all personal data from all categories of data subjects stored during the agreement's execution or otherwise provided for processing. If any special categories of personal data are processed, the Client must inform the Contractor beforehand, and both Parties will discuss whether extra measures are needed.
The Contractor doesn't control the purpose or methods for processing personal data. They don't make independent decisions about receiving, using, sharing with third parties, or storing personal data. The Client guarantees they'll keep a data processing register as required by the GDPR. The Client will also indemnify the Contractor against any claims or demands related to not complying with or incorrectly complying with this registration duty.
13.1 The Contractor isn't responsible for any personal data processing, including but not limited to data collected by the Client, processing for purposes not disclosed by the Client to the Contractor, or processing by third parties or for other purposes.
13.2 The Client guarantees that the content, use, and instructions for processing personal data are lawful and don't infringe on anyone else's rights. Clients will indemnify the Contractor against any third-party claims that come up because the Client didn't meet this guarantee.
13.3 The Client's obligations from these terms also apply to anyone processing personal data under the Client's authority, like employees or third parties they've hired.
The Contractor processes personal data within the European Economic Area. The Client gives the Contractor permission to process personal data in countries outside the European Economic Area, as long as all relevant laws and regulations are followed. The Contractor will let the Client know, if asked, which country or countries the personal data is transferred to.
15.1 The Client gives the Contractor permission to use sub-processors for handling personal data, as covered by this Agreement and these terms. The Contractor will let the Client know which sub-processors they're working with if the Client asks.
15.2 If the Contractor plans to bring in new sub-processors to handle personal data, they'll let the Client know beforehand. The Client then has two weeks to object to this in writing. If the Client doesn't object within those two weeks, it's assumed they agree.
15.3 The Client won't unreasonably refuse permission for other sub-processors to be used. The Contractor will also make sure that any sub-processor has at least the same responsibilities for handling personal data as agreed between the Client and Contractor.
If someone sends a request about their personal data directly to the Contractor, the Contractor will forward it to the Client within a reasonable timeframe. The Contractor is allowed to let that person know they've done this.
The Contractor will reply directly to the individual if they're legally required to or if they have an independent responsibility to do so under the GDPR.
The Contractor can charge the Client for the costs of responding to requests from individuals.
Live Impact | Event Marketing
Mr. R. Hensen
Veemarktkade 8
5222 AE ‘s-Hertogenbosch
