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 is found to be null and void or is annulled, this shall not affect the validity of the other provisions. In such a case, the parties shall replace the null and void or annulled provision with a new provision that aligns as closely as possible with the parties' original intent.
1.3 The applicability of the Client's general terms and conditions is expressly rejected.
2.1 All offers, price quotations, cost estimates, etc., from the Contractor are non-binding, unless the Contractor has indicated otherwise in writing.
2.2 All advice, information, and/or specifications provided by the Contractor are non-binding and are always approximate, unless expressly stated otherwise in writing. Following these is at the Client's expense and risk.
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 their own expense, ensure sufficient measures to guarantee safety at the location where the assignment is carried out (including but not limited to the safety of artists, staff, 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 necessitate it.
3.2 The Client is obliged to provide the Contractor in a timely manner with all information that they know or ought to know is necessary for the execution of the assignment. The Client guarantees the accuracy and completeness of the information provided by them.
3.3 The Client is responsible for the payment of 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 third-party consents and/or permits, as well as for conducting research into these.
3.5 The Client is responsible for the acts and omissions of third parties engaged and/or invited by them who are involved in the assignment, such as (but not limited to) participants and visitors of an event.
4.0 This article applies if the Contractor and Client have not agreed in writing that an IDEA event insurance policy will be taken out with Klap No Risk.
4.1 The Client is not entitled to any compensation if the damage was (partially) caused 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 will not take out an IDEA event insurance policy with Klap No Risk. The Client must ensure adequate insurance for the event or bear the risk themselves.
4.3 The Contractor is not liable for damage, unless: (i) such damage is covered by its general liability insurance (up to the maximum amount paid out by its insurance) plus the deductible, or (ii) there is intent or gross negligence on the part of the Contractor or one of its managing employees.
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 managing employees.
4.5 The Contractor is neither responsible nor liable for the attendance of participants or visitors at the event concerned.
4.6 All claims and other rights, regardless of their basis, that the Client has against the Contractor must be received by the Contractor in writing within 12 months after the moment the Client became aware or reasonably could have become aware of them, failing which these rights shall 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 The Contractor is not liable for damage to goods made available to it by the Client. The Client shall ensure adequate insurance coverage.
5.0 This article applies if the Contractor and Client have explicitly agreed in writing that an IDEA event insurance policy will be taken out with Klap No Risk.
5.1 The Client is not entitled to any compensation if the damage was (partially) caused 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, as policyholder(s), take out the IDEA event insurance with Klap No Risk, with both the Client and the Contractor as beneficiaries.
5.3 The Contractor is not liable for damage not covered by the IDEA-
event insurance, unless: (i) such damage is covered by its liability insurance (up to the maximum amount paid out by its insurance) plus the deductible, or (ii) there is intent or gross negligence on its part or on the part of one of its managing employees.
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 managing employees.
5.5 The Contractor is neither responsible nor liable for the attendance of participants or visitors at the event concerned.
5.6 All claims and other rights, regardless of their basis, that the Client has against the Contractor must be received by the Contractor in writing within 12 months after the moment the Client became aware or reasonably could have become aware of them, failing which these rights shall lapse.
All complaints must be submitted in writing to the Contractor, on pain of forfeiture, within 30 days after they became known or could reasonably have become known.
7.1 If compliance with the agreement can no longer reasonably be demanded, or no longer in full, due to circumstances not attributable to the Contractor or the Client, there is a case of force majeure. Force majeure includes, but is not limited to, cases of (i) extreme weather, (ii) withdrawal of permits,
(iii) national mourning, etc.
7.2 In the event of force majeure, the Client and the Contractor shall, in mutual consultation and in all reasonableness, examine whether the agreement can be adapted to the new situation, e.g., by changing and/or relocating the event. Cost reductions and/or cost increases resulting from the aforementioned adjustments shall be entirely for the Client's account and risk.
7.3 If adjustment (as referred to in the previous paragraph) proves impossible, both the Client and the Contractor are entitled to dissolve the agreement due to force majeure, provided that the Contractor in both cases retains the right to the full agreed contract sum, reduced by all cost reductions and increased by all cost increases resulting from this dissolution.
7.4 The Contractor is never liable for force majeure situations.
7.5 The Client must insure itself against the financial risks outlined in this article; failing to do so, these risks shall be for the Client's account and risk.
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 upon the Contractor's first request, to provide security for the fulfillment of all amounts owed by the Client.
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 only in writing. In the event of cancellation, the Client must pay the Contractor the following costs: a) in the period between 12 and 9 months before the start date, 10% of the full contract sum (as applicable at the time of cancellation); b) in the period between 9 and 6 months before the start date, 25% of the full contract sum (as applicable at the time of cancellation); c) in the period between 6 and 3 months before the start date, 50% of the full contract sum (as applicable at the time of cancellation); d) in the period between 3 and 2 months before the start date, 75% of the full contract sum (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 sum (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 sum (as applicable at the time of cancellation). The contract sum refers to the contract sum stated in the agreement, increased by any subsequently agreed changes.
8.5 If, at the time of cancellation, the Contractor's damages exceed the aforementioned cancellation fee, the Client must compensate the Contractor for the actual damages.
9.1 The Contractor is and/or shall be the sole owner of all existing and future intellectual property rights (including but not limited to copyright) vested in or arising from works (in any form whatsoever, including but not limited to elaborated ideas, proposals, designs, and concepts) that the Contractor develops and/or has developed (or caused to be developed) within the scope of the assignment. The Client obtains 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 upon the intellectual property rights of third parties due to the Client's acts and/or omissions, the Client shall 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 unconditional permission to the Contractor 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 audio, photo, and/or video recordings of the assignment, unless the Contractor has explicitly stipulated otherwise in writing. The audio, 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 Contractor's prior written consent.
All legal relationships between the Contractor and the Client are exclusively governed by Dutch law. Only the court of the district in which the Contractor's (registered office) is located has jurisdiction to hear disputes between the parties, insofar as mandatory legal provisions do not oppose this.
If the Contractor processes personal data on behalf of the Client during the execution of the Agreement, the following conditions 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 a data controller, or if the Client processes personal data on behalf of a third party, as a processor. The Contractor acts as a processor or sub-processor (depending on the capacity in which the Client processes the personal data).
The Contractor shall process personal data solely within the framework of executing the Agreement, plus any purposes reasonably related thereto or determined with the data subject's consent. Under the Agreement, the Contractor will process all personal data from all categories of data subjects that are stored during the execution of the agreement, or that are otherwise provided to the Contractor for processing. If special categories of personal data are processed, the Client must notify the Contractor in advance, and the Parties will consult to assess whether additional measures need to be taken in this regard.
The Contractor has no control over the purpose and means of processing personal data. The Contractor makes no independent decisions regarding the receipt and use of personal data, its disclosure to third parties, or the duration of its storage. The Client guarantees that it will maintain a data processing register, to the extent required by the GDPR. The Client indemnifies the Contractor against all claims and demands related to the 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 disclosed by the Client to the Contractor, processing by third parties, or for other purposes.
13.2 The Client warrants that the content, use, and instruction for processing personal data are not unlawful and do not infringe any third-party rights. Clients indemnify the Processor against all third-party claims arising from the Client's failure to comply with the aforementioned warranty.
13.3 The Client's obligations arising from these terms also apply to those who process personal data under the Client's authority, such as employees or third parties engaged by them.
The Processor processes personal data in countries within the European Economic Area. The Client grants the Processor permission for the processing of personal data in countries outside the European Economic Area, in compliance with the applicable laws and regulations. The Processor will inform the Client upon request to which country or countries the personal data is transferred.
15.1 The Client hereby grants the Processor permission to engage sub-processors within the framework of the Agreement and the personal data processing included in these terms. The Processor will inform the Client upon request about which sub-processors it engages.
15.2 If the Processor intends to engage new sub-processors for the processing of personal data, the Processor will inform the Client in advance. The Client then has two weeks to object in writing to this intention. If the Client does not object within the aforementioned two-week period, the Client shall be deemed to have consented.
15.3 The Client shall not unreasonably withhold its consent to engage other sub-processors, whereby the Processor shall endeavor to impose on the sub-processor at least the same obligations regarding personal data processing as agreed between the Client and the Processor.
If a data subject addresses a request concerning their personal data directly to the Processor, the Processor will forward the request to the Client within a reasonable period. The Processor may inform the data subject of this.
The Processor will respond directly to the data subject if the Processor is legally obliged to do so or has an independent responsibility for this under the GDPR.
The Processor is entitled to charge the Client for the costs of responding to data subject requests.
Live Impact | Event marketing
Mr. R. Hensen
Veemarktkade 8
5222 AE ‘s-Hertogenbosch