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 the general terms and conditions proves to be invalid or is annulled, this shall not affect the validity of the other provisions. In that case, the parties shall replace the invalid or annulled provision with a provision that corresponds as closely as possible to the intention of the parties.
1.3 The applicability of the Client's general terms and conditions is expressly rejected.
2.1 All offers, quotations, cost estimates, etc. from the Contractor are without obligation, unless the Contractor has indicated otherwise in writing.
2.2 All advice, information, and/or specifications provided by the Contractor are without obligation and are always approximate, unless expressly stated otherwise in writing. Following up on this is at the expense and risk of the Client.
2.3 The Contractor is entitled to engage third parties for the execution of the assignment.
3.1 Unless otherwise agreed in writing, the Client shall, at its own expense, take sufficient measures to ensure safety at the location where the assignment is carried out (including, but not limited to, the safety of artists, employees, and visitors). If agreements have already been made about the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements at any time if changed circumstances so require.
3.2 The Client is obliged to provide the Contractor with all information that it knows or should have known is necessary for the performance of the assignment in a timely manner. The Client guarantees the accuracy and completeness of the information it provides.
3.3 The client is responsible for paying the 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 the necessary consent from third parties and/or permits, as well as for investigating this.
3.5 The client is responsible for the actions and omissions of third parties engaged and/or invited by it that are involved in the assignment, such as (but not limited to) participants and visitors to an event.
4.0 This article applies if the Contractor and the Client have not agreed in writing that IDEA event insurance will be taken out with Klap No Risk.
4.1 The Client is not entitled to any compensation if the damage was caused (in part) by the Client's failure to comply with its obligations under the agreement and/or these general terms and conditions.
4.2 The Client and/or Contractor shall not take out IDEA event insurance with Klap No Risk. The Client must ensure that it has adequate insurance for the event or bear the risk itself.
4.3 The Contractor shall not be liable for damage, unless: (i) this damage is covered by its general liability insurance (up to the maximum amount paid out by its insurance), plus the excess, or (ii) there is intent or gross negligence on the part of the Contractor or one of its managers.
4.4 The Contractor's liability for uninsured damage is in all cases limited to direct damage only, with a maximum of €25,000, unless there is intent or gross negligence on the part of the Contractor or one of its managers.
4.5 The contractor is not responsible or liable for the attendance of participants or visitors at the event in question.
4.6 All rights of action and other powers, on whatever grounds, that the Client has against the Contractor must be received by the Contractor in writing within 12 months of the moment at which the Client became aware of them or could reasonably have become 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 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.
5.0 This article applies if the Contractor and the Client have agreed in writing that IDEA event insurance will be taken out with Klap No Risk.
5.1 The Client is not entitled to any compensation if the damage was caused (in part) by the Client's failure to comply with its obligations under the agreement and/or these general terms and conditions.
5.2 The Client and/or Contractor shall take out IDEA event insurance with Klap No Risk as the policyholder(s), with both the Client and the Contractor as beneficiaries.
5.3 The Contractor shall not be liable for damage that is not covered by the IDEA-
event insurance, unless: (i) this damage is covered by her liability insurance (up to the maximum amount paid out by her insurance) plus the deductible, or (ii) there is intent or gross negligence on her part or on the part of one of her managers.
5.4 The Contractor's liability for uninsured damage is in all cases limited to direct damage only, with a maximum of €25,000, unless there is intent or gross negligence on the part of the Contractor or one of its managers.
5.5 The contractor is not responsible or liable for the attendance of participants or visitors at the event in question.
5.6 All rights of action and other powers, on whatever grounds, that the Client has against the Contractor must be received in writing by the Contractor within 12 months of the moment at which the Client became aware of them or could reasonably have become aware of them, failing which they will lapse.
All complaints must be submitted to the Contractor in writing within 30 days after they have become known or could have become known, on pain of forfeiture.
7.1 If compliance with the agreement can no longer reasonably be expected, or no longer in full, due to circumstances that are not attributable to the Contractor or the Client, this constitutes force majeure. Force majeure includes, among other things, (i) extreme weather, (ii) withdrawal of permits,
(iii) national mourning, etc.
7.2 In the event of force majeure, the Client and the Contractor will consult with each other and, in all reasonableness, consider whether the agreement can be adapted to the new situation, e.g. by changing and/or relocating the event. Any cost reductions and/or cost increases resulting from the aforementioned adjustments will be entirely at the expense and risk of the Client.
7.3 If adjustment (as referred to in the previous paragraph) proves impossible, both the Client and the Contractor are entitled to terminate the agreement on the grounds of force majeure, on the understanding that in both cases the Contractor remains entitled to the full agreed contract price, reduced by any cost reductions and increased by any cost increases resulting from this termination.
7.4 The Contractor shall never be liable for situations of force majeure.
7.5 The Client must insure itself against the financial risks referred to in this article, failing which these risks will be borne by the Client.
8.1 The agreed price (contract sum) is exclusive of VAT and any other government levies, unless otherwise agreed in writing.
8.2 The Client is obliged at any time, at the Contractor's first request, to provide security for the payment of all amounts owed by it.
8.3 Unless expressly agreed otherwise in writing, payment must be made within the payment term stated on the invoice. The payment term is a strict deadline. The client is not entitled to suspend or set off any payment.
8.4 The Client is entitled to cancel the assignment in writing only. In the event of cancellation, the Client must pay the following costs to the Contractor: a) in the period between 12 and 9 months before the start date, 10% of the total assignment sum (as applicable at the time of cancellation); b) in the period between 9 and 6 months before the start date, 25% of the total contract price (as applicable at the time of cancellation); c) in the period between 6 and 3 months before the start date, 50% of the total contract price (as applicable at the time of cancellation); d) in the period between 3 and 2 months before the start date, 75% of the total contract price (as applicable at the time of cancellation); e) in the period between 2 and 1 month before the start date, 85% of the full contract price (as applicable at the time of cancellation); and f) in the period between 1 month before the start date and the start date itself, 100% of the full contract price (as applicable at the time of cancellation). The contract amount is the contract amount stated in the agreement plus any subsequent agreed changes.
8.5 If, at the time of cancellation, the damage suffered by the Contractor exceeds the aforementioned cancellation fee, the Client shall compensate the Contractor for the actual damage.
9.1 The Contractor shall be or become the sole owner of all existing and future intellectual property rights (including but not limited to copyright) that rest on or arise from works (in any form whatsoever, including but not limited to detailed ideas, proposals, designs, and concepts) that the Contractor develops and/or has developed within the scope of the assignment. The Client shall acquire a right of use for the duration of the assignment.
9.2 The Client guarantees to respect the intellectual property rights of third parties. If the Contractor infringes the intellectual property rights of third parties through the actions and/or omissions of the Client, the Client will indemnify the Contractor, the Contractor's employees, and/or third parties engaged by the Contractor upon first request.
9.3 By making materials or works of any kind available to the Contractor in the context of the assignment, the Client grants the Contractor unconditional permission to use these materials and works in any way whatsoever, insofar as this is reasonably required for the proper execution of the assignment.
9.4 The Client and third parties involved in the assignment are entitled to make sound, photo, and/or video recordings of the assignment, unless the Contractor has expressly stipulated otherwise in writing. The sound, photo, and/or video recordings may not be used by the Client and third parties involved in the assignment in internal and external communications without the prior written consent of the Contractor.
All legal relationships between the Contractor and the Client are governed exclusively by Dutch law. Only the court of the district in which the Contractor (or its registered office) is located is competent to hear disputes between the parties, insofar as this is not contrary to mandatory provisions of law.
If the Contractor processes personal data on behalf of the Client in the performance of the Agreement, the following conditions shall also apply. The terms used in these conditions have the meaning assigned to them by the General Data Protection Regulation (hereinafter: "GDPR") or by case law. When processing personal data, the Client may be regarded as the controller, or if the Client processes the personal data on behalf of a third party, as the processor. The Contractor fulfills (depending on the capacity in which the Client processes the personal data) the role of processor or sub-processor.
The Contractor shall 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 data subject. Under the Agreement, the Contractor shall process all personal data of all categories of data subjects that are stored in the course of the performance of the Agreement or that are otherwise provided to the Contractor for processing. If special personal data is processed, the Client must notify the Contractor in advance and the Parties will assess in consultation whether additional measures need to be taken in this context.
The Contractor has no control over the purpose and means of processing personal data. The Contractor does not make independent decisions about the receipt and use of personal data, the provision to third parties, and the duration of storage. The Client guarantees that, insofar as required by the GDPR, it will maintain a data processing register. The Client indemnifies the Contractor against all claims and demands relating to non-compliance or incorrect compliance with this registration obligation.
13.1 The Contractor is not responsible for the processing of personal data, including but not limited to the collection of personal data by the Client, processing for purposes not reported by the Client to the Contractor, processing by third parties, or processing for other purposes.
13.2 The Client guarantees that the content, use, and instruction to process personal data are not unlawful and do not infringe on any rights of third parties. Clients indemnify the Contractor against all claims from third parties arising from the Client's failure to comply with the aforementioned guarantee.
13.3 The obligations of the Client 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.
The Contractor processes personal data in countries within the European Economic Area. The Client authorizes the Contractor to process personal data in countries outside the European Economic Area, with due observance of the applicable laws and regulations. Upon request, the Contractor will inform the Client to which country or countries the personal data will be transferred.
15.1 The Client hereby authorizes the Contractor to engage sub-processors in the context of the Agreement and the processing of personal data included in these terms and conditions. The Contractor will inform the Client upon request about which sub-processors it engages.
15.2 If the Contractor intends to engage new sub-processors for the processing of personal data, the Contractor shall inform the Client of this in advance. The Client will then have two weeks to object to this intention in writing. If the Client does not object within the aforementioned period of two weeks, the Client will be deemed to have agreed to this intention.
15.3 The Client shall not withhold its consent to engage other sub-processors on unreasonable grounds, whereby the Contractor shall endeavor to impose on the sub-processor at least the same obligations with regard to the processing of personal data as those agreed between the Client and the Contractor.
If a data subject submits a request regarding their personal data directly to the Contractor, the Contractor will forward the request to the Client within a reasonable period of time. The Contractor may inform the data subject of this.
The Contractor will respond directly to the data subject if the Contractor is legally obliged to do so or has an independent responsibility to do so under the GDPR.
The Contractor is entitled to charge the Client for the costs of responding to requests from data subjects.
Live Impact | Event Marketing
Mr. R. Hensen
Veemarktkade 8
5222 AE ‘s-Hertogenbosch