General terms and conditions

Clause 1: Definitions

Congress Care: Congress Care B.V., with registered office and principal place of business at Europalaan 16 in 's-Hertogenbosch (5232 BC) and registered in the Trade Register of the Chamber of Commerce under number 16085822, user of these general terms and conditions.
Other party: Congress Care’s contracting party.
Agreement: any agreement between Congress Care and the Other Party and any amendment or supplement thereto.
Meeting: the conference, gathering, course or other Meeting organised or to be organised by Congress Care.
Organisation Fee: the fee payable by the Other Party to Congress Care under the Agreement for the organisation of a Meeting.
In Writing/Written: by email or post

Clause 2: Applicability

These general terms and conditions apply to all quotations, orders, offers and Agreements between Congress Care and the Other Party.
These general terms and conditions prevail over any general terms and conditions of the Other Party. The applicability of general terms and conditions of the Other Party is expressly excluded and rejected.
If one or more provisions of these general terms and conditions are nullified or annulled in whole or in part at any time, the remaining provisions shall continue to apply in full and the parties shall consult in order to agree on new provisions to replace the nullified or annulled provision, taking into account as much as possible the purpose and meaning of the original provision.
If Congress Care does not always require strict compliance with these general terms and conditions, this does not mean that the provisions thereof do not apply, or that Congress Care would to any extent lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.

Clause 3: Formation of the Agreement

Congress Care is entitled to charge the Other Party a fee for the preparation of a quotation. All quotations issued by Congress Care are without obligation.
All offers, expressions and quotations are based on the data provided by the Other Party. If the Other Party provides information too late or not at all, or if the information provided is incorrect or incomplete, Congress Care has the right to change any offers, expressions or quotations issued.
Congress Care has the right to unilaterally amend obvious mistakes and/or errors in any offer, statement, quotation or Agreement. The Other Party will be informed of this.
The Agreement between Congress Care and the Other Party may be formed in parts. A partial agreement is formed by the fact that what has been agreed between the parties is confirmed in writing by Congress Care and sent to the Other Party.
Amounts mentioned in the documents prepared by Congress Care are exclusive of turnover tax, other levies imposed or to be imposed by the government, expenses such as travel, accommodation and shipping costs, unless otherwise indicated.

Clause 4: Changes and additions

Changes or additions to the contents of the Agreement, including the general terms and conditions applicable to it, shall only be effective if they have been agreed In Writing between Congress Care and the Other Party.
Additional work and budget overruns shall be notified to the Other Party as soon as they are foreseeable. Wherever possible, efforts will of course be made to avoid them. They shall be for the account of the Other Party.

Clause 5: Direct/indirect representation

Insofar as Congress Care engages the services of third parties in the context of performing the order, it may always do so in the name and for the account of the Other Party. Congress Care will inform the Other Party on first request about the selection of these third parties and the associated costs. Congress Care is neither responsible nor liable for the acts or omissions of third parties involved in the provision of services in the name of the Other Party. Any non-performance or unlawful conduct must be dealt with directly by the Other Party with the relevant third party.
In case Congress Care, in connection with the performance of the Agreement, procures personnel, services or goods from third parties in its own name and for its own account, the Other Party shall indemnify Congress Care in respect of the payment of the consideration due to the third party.

Clause 6: Payment

If several natural persons and/or legal entities jointly commission Congress Care, then each of them is jointly and severally bound to Congress Care to fulfil the Agreement.
Payment of Congress Care's invoices shall be made within the agreed period(s), but at the latest within thirty days of the invoice date.
The time period given in the second paragraph is a deadline and if it is exceeded, the Other Party shall be in default, after which the Other Party shall owe 1% interest per month or part of a month on the full invoice amount up to and including the day of payment in full. Parts of a month are considered a full month in this regard. The Other Party shall also owe all extrajudicial collection costs, which are fixed at 10% of the amount due with a minimum of €100.
The Other Party shall moreover be liable to Congress Care for all litigation costs and related legal assistance costs.
The Other Party shall never be entitled to suspend any payment nor to set off amounts due to Congress Care. Objections to the amount of an invoice do not suspend the payment obligation
Payments made by the Other Party first serve to reduce all costs due, then the interest due and then the due invoices that have been outstanding the longest, even if the Other Party states that the payment relates to a later invoice.
Without prejudice to the provisions of the preceding paragraphs, Congress Care shall be entitled to claim from the Other Party compensation for the damage actually suffered.

Clause 7: Cancellation

Full or partial cancellation of the Agreement by the Other Party shall be effected by registered letter, whereby the Other Party shall owe Congress Care 1) the cancellation costs (paragraph 2 of this clause) and 2) costs payable by Congress Care to third parties (paragraph 3 of this clause), all without prejudice to Congress Care's right to (additional) damages.
If the Other Party cancels all or part of an Agreement with Congress Care, the Other Party shall, depending on the time of cancellation, owe Congress Care the following percentages of the total amount of the Organisation Fee for the cancelled Meeting:
• More than 24 months prior to the first day of the Meeting: 10%;
• 24 to 18 months prior to the first day of the Meeting: 20%;
• 18 to 12 months prior to the first day of the Meeting: 35%;
• 12 to 6 months prior to the first day of the Meeting: 50%;
• 6 to 3 months prior to the first day of the Meeting: 60%;
• 3 to 2 months prior to the first day of the Meeting: 70%;
• 2 months to 1 month prior to the first day of the Meeting: 80%;
• 1 month or less prior to the first day of the Meeting: 100%.
The date of receipt by Congress Care of the registered cancellation letter shall count as the time of cancellation.
If the Other Party cancels all or part of an Agreement, the Other Party shall, if personnel, services or goods of third parties are being procured by Congress Care for the performance of the Agreement or if temporary personnel are engaged by Congress Care - in addition to the amount due pursuant to clause 7.2 - be obliged to pay to Congress Care the cancellation costs or, as the case may be, compensation or other amounts (such as wages) which Congress Care will owe to the relevant third parties.
If the Other Party reschedules the date of the Meeting, in principle, the cancellation conditions in paragraph 2 of this clause apply. The rescheduling of the Meeting only takes place in compliance with Clause 4(1), or in other words only if Congress Care and the Other Party have agreed to this In Writing.

Clause 8: Suspension and dissolution

Without Congress Care being obliged to pay any compensation and without prejudice to any further rights to which it may be entitled, as provided by law, for example, including the right to full compensation, Congress Care shall be entitled to, as it chooses, immediately suspend the performance of the Agreement in whole or in part or dissolve the Agreement in whole or in part immediately without notice of default and without judicial intervention by means of a Written notice to the Other Party in the event of:
a. suspension of payments or declaration of bankruptcy of the Other Party or an application to that effect;
b. partial or entire sale or termination of the Other Party's business;
c. seizure of business assets of the Other Party or objects intended for the performance of the Agreement;
d. any failure of the Other Party to comply with any obligation under the Agreement and/or these general terms and conditions including the situation whereby Congress Care can reasonably expect that the Other Party will fail to comply with any obligation under the Agreement and/or these general terms and conditions;
e. late payment by the Other Party as defined in these general terms and conditions, including a situation in which Congress Care can reasonably expect that the Other Party will default on its payment obligation,
f. fraud by the Other Party or a request by the Other Party to cooperate with fraud;
g. violation of laws by the Other Party or a request by the Other Party to violate laws;
h. threat, intimidation or otherwise inappropriate and/or unwelcome behaviour by the Other Party towards Congress Care or other parties involved in the Agreement, including to Congress Care.

Clause 9: Force majeure

In case performance of the Agreement is prevented due to force majeure, Congress Care is entitled to suspend performance of the Agreement for as long as the force majeure lasts. In that case, the Other Party shall not be entitled to compensation for damage, costs and/or interest.
In these general terms and conditions, force majeure on the part of Congress Care is understood to mean any circumstance beyond Congress Care’s control - even if this could already be foreseen at the time the Agreement was concluded - which permanently or temporarily prevents performance of the Agreement, as well as, insofar as not already included, war, danger of war, civil war, riots, strikes, fire, disease, government measures and other serious disruptions in Congress Care's business, as well as the impossibility of compliance with the Agreement as a result of shortcomings on the part of the persons engaged and/or goods procured by Congress Care for the performance of the Agreement.
If the situation of force majeure lasts longer than 30 days, Congress Care shall have the right to dissolve the relevant Agreement in whole or in part without judicial intervention.
If, upon the force majeure occurring, Congress Care has already partially fulfilled its obligations or can only partially fulfil its obligations, it is entitled to invoice the delivered or deliverable part separately and the Other Party is obliged to pay this invoice. Congress Care may, in such a case, also charge the Other Party the actual cancellation costs incurred by it and charged by third parties
In any event, the Other Party will not be able to invoke force majeure on its part in case (an) important speaker(s) does (do) not appear, visitor or participant numbers are strongly disappointing or similar circumstances.
If personnel, services or goods of third parties are being procured by Congress Care for the performance of the Agreement or if temporary personnel are engaged by Congress Care - in addition to the amount due pursuant to clause 8.2 - be obliged to pay the cancellation costs or, as the case may be, compensation or other amounts (such as wages) which Congress Care will owe to these third parties.

Clause 10: Liability

Congress Care has a best-efforts obligation to fulfil the Agreement.
Congress Care excludes its liability for all direct and indirect damage arising from the services or otherwise connected with the performance of the Agreement, unless this damage is due to intentional or deliberate recklessness on the part of Congress Care. Indirect damage and consequential damage include, but are not limited to, loss of profit, loss of turnover, loss due to delay, loss due to necessary replacement, missed savings, reduced goodwill, loss of data and damaged data.
To the extent Congress Care's liability is not excluded under paragraph 1, or paragraph 1 is reportedly invalid, Congress Care's liability shall be limited to the compensation paid by the insurer in the given case, plus Congress Care's deductible. If, for whatever reason, the insurer does not pay compensation, Congress Care's liability is limited to a maximum of the amount that the Other Party owes or owed and paid to Congress Care under the Agreement, with a maximum liability of €5,000 per event. A series of connected events counts as one event. The amount for which Congress Care is held liable will be reduced by the amounts insured by the 'Other Party', regardless of the cover provided by Congress Care's insurer.
Congress Care must be held liable In Writing and no later than 30 days after the failure on Congress Care's part or the loss-causing event is discovered, or could reasonably have been discovered. The notice of liability must be accompanied by a detailed description of the grounds that led to liability and, where possible, an estimate of the damage suffered. If these requirements are not met, the Other Party's right to compensation shall lapse.
Congress Care will take good care of the materials entrusted to it such as equipment, sound and image carriers, documents and other materials and machinery of the Other Party or third parties. However, Congress Care excludes liability for loss, theft or damage of materials made available, whatever the cause, except in the event of intent or gross negligence on the part of Congress Care. The Other Party shall take care of adequate insurance of the relevant materials itself.
Congress Care is not liable for damage related to technical defects or the improper functioning of audiovisual equipment supplied by third parties, including stands, lighting, decorations and scenery.
The Other Party further indemnifies Congress Care for damage:
a. suffered by Congress Care as a result of the Other Party's refusal or impeding of Congress Care's services in any way, and;
b. arising from the actions of the Other Party in breach of the Agreement, these general terms and conditions or Congress Care's instructions.'

Clause 11: Performance of the Agreement

To provide its services, Congress Care requires information and materials from the Other Party. The Other Party is obliged to provide all information and materials completely, correctly and in time. Provision of services or the commencement thereof will only take place after Congress Care has received from the Other Party the information, materials and data it requires for the provision of services. In the event of relevant changes on the part of the Other Party or in the information provided by the Other Party, the Other Party must notify Congress Care immediately.
All permits related to the Meeting must be applied for by the Other Party. Applying for and/or maintaining the permit(s) is at the Other Party's expense and risk.
The Other Party itself is responsible for obtaining performance rights and for remitting the associated costs and any expenses related thereto.

Clause 12: Privacy

All personal information processed by Congress Care as part of its services will be handled in accordance with the General Data Protection Regulation (GDPR).
Congress Care can process personal data for the provision of services, in which case it will be deemed to be a data controller. Congress Care processes personal data in accordance with the GDPR. Insofar as the Other Party provides Congress Care with personal data, the Other Party will ensure that there is a valid processing basis for such provision and, where necessary, the Other Party will seek consent from data subjects.
The Other Party will indemnify Congress Care for unlawful processing or other violations of the GDPR to the extent reasonably attributable to the Other Party.

Clause 13: Intellectual property

Congress Care reserves all intellectual property rights to which it is entitled under relevant laws and regulations and/or agreements, including but not limited to copyright to any advice, documents, images, designs, drawings and presentations given.
If the Other Party writes or otherwise provides a reference or review for Congress Care, or to the extent that (trade) names, logos and/or trademarks of the Other Party appear in event photographs, the Other Party grants Congress Care a perpetual, royalty-free, worldwide, non-transferable, non-exclusive and non-sublicensable licence to use the (trade) name, logo and any trademarks of the Other Party for promotion and the acquisition of (new) orders.
The Other Party grants Congress Care a non-exclusive (sub)licence to use the Other Party's intellectual property rights, including copyrights and trademarks, for the duration of the Meeting and the organisation thereof to the extent that the use of those intellectual property rights is necessary for Congress Care to fulfil its obligations under the Agreement.
The Other Party is responsible for obtaining the necessary licences, exploitation rights or performance rights and for remitting the associated costs and royalties to copyright holders or other right holders in respect of the intellectual property rights.
The Other Party indemnifies Congress Care against third-party claims regarding infringement of the intellectual property rights described in paragraphs 2 to 4 as a result of services to be performed by Congress Care for the benefit of the Other Party.

Clause 14: Applicable law and choice of forum

Any Agreement between the Other Party and Congress Care is governed by Dutch law.
All disputes which may arise between the parties will be settled by the District Court of Oost-Brabant, ‘s-Hertogenbosch location, except in so far as mandatory rules of jurisdiction would prevent this choice.

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