Terms and Conditions - Misalsa events
Article 1 Applicability of general terms and conditions
1.1 These general terms and conditions apply to every offer, quotation and agreement between the Contractor and the Client.
1.2 If a provision of the general terms and conditions turns out to be invalid or is annulled, this will not affect the validity of the other provisions. In that case, the parties will replace the void or voided 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.
Article 2 Quotation, information and engagement of third parties
2.1 All offers, quotations, cost estimates, etc. of the Contractor are entirely without obligation, unless the Contractor has indicated otherwise in writing.
2.2 All information and/or specifications provided by the Contractor are always approximate, unless explicitly stated otherwise in writing.
2.3 The Contractor is entitled to engage third parties for the execution of the assignment.
2.4 If an offer, etc. from the Contractor, has not been followed up by a written order or an order by e-mail within 14 days (or, insofar as this is the case, the period explicitly stated in that offer, etc.) and has been confirmed by the Contractor , he has expired.
2.5 Even after acceptance of the offer by the Client, the Contractor reserves the right to revoke the order placed or the order placed with it without any formalities. Such revocation will take place immediately after the Contractor has received the acceptance.
Art. 3 Obligations of the Client
3.1 Unless otherwise agreed in writing, the Client will take care of sufficient measures at its own expense to guarantee safety at the place where the assignment is performed (including but not limited to the safety for artists, employees and visitors). If agreements have already been made about the aforementioned measures, the Contractor is nevertheless entitled to set additional requirements at any time if changed circumstances make this necessary.
3.2 The Client undertakes to insure all risks associated with the execution of the assignment, including the activities and/or the acts and/or omissions of third parties engaged by it, as far as possible. In any case, the Client is obliged to take out regular AVB insurance and, if applicable, professional liability insurance. Furthermore, the Client undertakes to ensure that the employee(s) engaged by the Contractor for the execution of the agreement and the items made available by the Contractor are also insured under the aforementioned insurance policies. The Client is obliged to provide the Contractor with copies of the policies of the aforementioned insurance policies on first request.
3.3 The Client is obliged to provide the Contractor in a timely manner with all information of which it knows or should have known that it is necessary for the execution of the assignment. The Client guarantees the correctness and completeness of the information it provides.
3.4 The Client is not entitled to any form of compensation if (a) the Client has not or has not sufficiently fulfilled its obligations as included in Article 3.1 and/or 3.2 in these general terms and conditions and the Contractor has canceled the assignment in whole or in part (to which the Contractor is entitled) and/or (b) the Client has not or has not sufficiently fulfilled its obligations as included in Article 3.1 and/or 3.2 in these general terms and conditions, the Contractor has pointed this out to the Client in writing and the Client nevertheless wish to proceed with the assignment.
3.5 The Client is responsible for the payment of the fees due to the use of intellectual property rights of third parties (including but not limited to Buma rights).
3.6 Unless otherwise agreed in writing, the Client is responsible for the required permission from third parties and/or permits, as well as research into this.
3.6 The Client is responsible for the acts and omissions of third parties engaged and/or invited by it who are involved in the assignment, such as visitors to an event.
3.7 The Client is responsible for any tax consequences and/or payment (of additional assessments) as a result of the Work Costs Scheme (WKR). The Client indemnifies and fully indemnifies the Contractor with regard to claims from third parties that the Client receives in this regard.
Article 4 Contractor's liability
4.1 The Contractor is entitled to engage third parties in the performance of the assignment.
4.2 The Contractor is not liable for damage, of whatever nature, resulting from incorrect and/or incomplete information provided by or on behalf of the Client.
4.3 The Contractor is only liable for damage (i) if this damage is covered by its liability insurance and up to the amount paid by its insurance plus the deductible or (ii) if there is intent or gross fault of her or one of her supervisors.
4.4 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, this liability is limited to direct damage only (whereby liability for indirect damage is expressly is excluded) with a maximum of € 25,000.
4.5 The Contractor is never liable for damage caused by (a shortcoming or unlawful act/omission of) executive service providers and/or suppliers,
including the personnel of those service providers and/or suppliers that the Contractor has engaged in connection with or for the performance of – a part of – the agreement.
4.6 All rights of action and other powers, for whatever reason, that the Client has vis-à-vis the Contractor must be received in writing by the Contractor within 12 months after the moment at which the Client became aware or could reasonably have become aware of this, 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 execution of the assignment.
4.8 Any advice provided by the Contractor is always without obligation and follow-up is at the expense and risk of the Client.
4.9 The Client is not liable for the attendance of the participants of the relevant event.
4.10 The Contractor is not liable for damage to goods made available to it by the Client. The client will take care of proper insurance.
Article 5 Advertising
Under penalty of forfeiture, all complaints must be submitted to the Contractor in writing within 30 days after they became known or could have been known.
Article 6 Force majeure
Circumstances that are not attributable to the Contractor, which are of such a nature that compliance with the agreement can no longer or no longer be reasonably required in full (such as but not limited to (i) extreme weather, (ii) withdrawal of one or multiple permits and (iii) national mourning) gives it the right to dissolve the assignment in whole or in part and/or to suspend the execution thereof without any obligation to pay compensation. In that case, the Contractor retains its right to compensation (including but not limited to costs for third parties engaged by it). The Contractor advises the Client to insure itself against these risks.
Article 7 Price, payment and cancellation
7.1 The agreed price (contract price) is exclusive of VAT and any other government levies, unless otherwise agreed in writing.
7.2 Changes, including additional costs to the original order of whatever nature, made by or on behalf of the Client, which cause higher costs than could be counted on in the quotation, will be charged extra to the Client.
7.3 If the contractor accepts the client's offer, the contractor will send an invoice of at least 75% of the total amount after receipt of the signed copy of the confirmation form. This invoice must be paid by the client within 21 days after the invoice date and in any case before the date that the event is to take place. If this is not the case, the client can be denied access.
7.4 The Client is obliged at all times at the Contractor's first request 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 payment term as stated on the invoice. The payment term is a strict deadline. The Client is not entitled to suspend or set off any payment.
7.6 If no payment has been made within the payment term, the Client is legally in default. In that case, it owes the statutory commercial interest (whereby part of the month is regarded as a whole month) as well as extrajudicial collection costs of 15% of the principal sum with a minimum of € 350.
7.7 The Client is only entitled to cancel the assignment in writing. The Client must then pay the following costs to the Contractor in the event of cancellation:
a) in the period up to 9 months before the commencement date, 30% of the full contract amount (as applicable at the time of cancellation);
b) in the period between 9 and 6 months before the commencement date, 50% of the full contract amount (as applicable at the time of cancellation);
c) in the period between 6 and 3 months before the commencement date, 65% of the full contract amount (as applicable at the time of cancellation);
d) in the period between 3 and 2 months before the commencement date, 75% of the full contract amount (as applicable at the time of cancellation);
e) in the period between 2 and 1 months before the commencement date, 85% of the full contract amount (as applicable at the time of cancellation) and
f) in the period between 1 month before the commencement date and the commencement date itself, 100% of the full contract amount (as applicable at the time of cancellation). The contract amount is the contract amount included in the agreement, increased by subsequently agreed changes.
7.6 A cancellation does not only apply if the meeting is canceled in whole or in part. There is also a cancellation and above when the number of participants deviates more than 10% negatively from the reserved number at the final booking.
7.7 Up to ten working days before the event, the final number of participants can be passed on with a maximum deviation of 10% downwards. This number then applies as the final number for the final invoice. If the number of participants is reduced (with a maximum deviation of 10%), the variable cost part will be deducted from the final invoice. If the number of participants on the day of performance is higher than the number communicated, this will be invoiced at the agreed price per person.
7.8 If at the time of cancellation the damage suffered by the Contractor is higher than the cancellation fee as included in Article 7.5 in these general terms and conditions, the Client must reimburse the Contractor for this higher amount.
Article 8 Termination and dissolution
8.1 Without prejudice to the Contractor's further rights, the Contractor is entitled to dissolve the agreement in whole or in part without further notice of default by means of a written statement if: – the Client is in default with the fulfillment of one or more obligations under the agreement; – The client has been declared bankrupt, has applied for a (provisional) suspension of payments, the application of the Debt Rescheduling Natural Persons Act has come into force on him/her, has shut down or liquidated his company, an attachment is levied on a significant part of his assets or he transfers his business to third parties.
8.2 In the case of individual sales of tickets for arrangements during special events such as Sail Amsterdam and Koningsdag, the contractor is entitled to dissolve the agreement if insufficient tickets for an arrangement have been sold. The number of tickets designated as 'insufficient' is to be determined by the contractor. In the event of cancellation of an arrangement by the contractor, a suitable alternative arrangement will be offered by the contractor or the client can choose to have the amount paid for the tickets refunded to his/her account by the contractor.
8.3 In the event of dissolution, the risk of goods already delivered remains with the Client. The goods are then at the disposal of the Contractor and must be collected by it.
8.4 If the Contractor (or a third party engaged by it) at the time of the dissolution (which in this context also includes dissolution and suspension as referred to above in Article 9.1) has already performed performances for the implementation of the agreement, these performances and the related payment obligation resting on the Client towards the Contractor are not subject to cancellation. Amounts that the Contractor has invoiced before the dissolution or amounts that the Contractor will invoice after the dissolution in connection with what it had already performed or delivered for the performance of the agreement prior to that dissolution, therefore remain due in full and will be payable at the time of the dissolution. immediately payable.
Article 9 Intellectual property rights
9.1 The Contractor is or will be 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 whatever form, including but not limited to elaborate ideas, proposals, designs and concepts) that the Contractor develops and/or has developed or has developed in the context of the assignment. The client acquires 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 acts and/or omissions of the Client, the Client will indemnify the Contractor, the employees of the Contractor and/or third parties engaged by the Contractor at the first request.
9.3 By making materials or works, of whatever nature, available to the Contractor in the context of the assignment, the Client gives the Contractor unconditional permission to use these materials and works in any way whatsoever, insofar as this is for proper execution. of the assignment is reasonably required.
9.4 The Client and third parties forming part of 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 image recordings may not be used by the Client and third parties forming part of the assignment in internal and external communications without the Contractor's prior written permission.
9.5 No sound or image recordings of an event / activity or an Artist acting in the context of the Agreement will be made without the Contractor's permission. The Client will at all times respect any rights of third parties to the objects, materials, works, executions, ideas, proposals, concepts or methods used in the context of the execution of the Agreement. Any license fees for the (further) use of these objects, materials, works, performances, ideas, proposals, concepts or methods, including but not limited to claims from collective collection organizations 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.
Article 10 Applicable law and competent court
Dutch law applies to all legal relationships between the Contractor and the Client. Only the court of the district in which (the registered office of) the Contractor is located, is competent to hear disputes between the parties.