General terms and conditions

Congress Care BV, registered and having its offices at Europalaan 16, 5232 BC ’s-Hertogenbosch, registered at the Chamber of Commerce under number 16085822, employs the following general terms and conditions.

Article 1: Definitions

In these general terms and conditions the following words shall have the following meanings:

1. the professional congress organiser (PCO): the entrepreneur that organizes for others than private persons in a professional manner conferences, meetings, courses and other gatherings, which are focused on the transfer or exchange of information.
2. the client: the one with whom the PCO has entered into an agreement to execute the activities as referred to under 1 above for purposes of the client.
3. the meeting: the congress, the meeting, course or other gathering, which is organised by the PCO.

Article 2: Applicability

1. These general terms and conditions are applicable to all agreements closed between the PCO and the client with respect to the organisation of conferences, meetings, courses, and other gatherings.
2. If, in addition to these general terms and conditions, other conditions apply, these general terms and conditions shall prevail in cases of discrepancy.

Article 3: Realisation of the agreement

1. The PCO has the right to request a fee from the client for laying down a quotation. All quotations submitted by the PCO are without obligation with respect to the deadline for acceptance, unless such deadline is included in the quotation.
2. The agreement between the PCO and the client may be realised in parts. The (sub) contract is concluded when what has been agreed between the parties is confirmed in writing and is sent to the client. In the event the supplemental services are described in an appendix then the appendix is deemed to constitute part of the agreement with immediate effect if it is realised at a later time.
3. Amounts, which are stated in the documents laid down by the PCO, are exclusive of VAT, unless otherwise indicated.

Article 4: Content of the quotation and the agreement

In the quotation/agreement the following shall be recorded as a minimum:

- name of the client;
- the starting date and finish date of the meeting;
- description of the commission and the activities to be carried out by the PCO within the scope of this commission;
- the estimated costs attached to the execution of the agreement;
- the height of a possible security deposit;
- the applicability of these general terms and conditions;
- any special conditions;
- description of goods and services to be bought from third parties;
- instalments and method of payment.

Article 5: Amendments and additions

Amendments or additions to the content of the agreement, including the applicable general terms and conditions, are only effective when they have been laid down in writing between the PCO and the client.
Additional work and budget overruns will be submitted to the client as soon as they are foreseeable. Obviously endeavours will be made to avoid such overruns whenever possible. The costs of these will be borne by the client, unless explicitly agreed otherwise in writing.

Article 6: Indirect representation

To the extent the PCO makes use of services of third parties within the scope of the execution of the commission, the PCO shall always do so in the name of, and chargeable to, the client. In the event the PCO makes use of personnel, services or goods from third parties in connection with the execution of the agreement in its own name and at its own expense, then the client indemnifies the PCO with respect to settling the compensation owed to the third party.

Article 7: Payment

1. Payment of the invoices submitted by the PCO should take place within the agreed time period(s), but in any case no later than thirty days from the date of invoice.
2. As soon as the time period mentioned in the first paragraph has been surpassed, the client is without further notice in default, after which the client owes an interest of 2% per month or part of a month on the total amount of the invoice. The client shall also owe all extrajudicial costs of collection of the payment. These costs amount to 15% of the capital sum with a minimum of 40.00 Euros. These costs are calculated in conformity with the ‘Besluit Buitengerechtelijke Incassokosten’ (BIK) as follows:
• of the first 2,500 Euros:
• 15%, with a minimum of 40.00 Euros
• of the next 2,500 Euros: 10%
• of the next 5,000 Euros: 5%
• of the next 190,000 Euros: 1%
• of the excess over and above 200,000 Euros: 0.5% with a maximum of 6,775.00 Euros.

3. Moreover the client is indebted all costs of proceedings, as well as the associated costs for juridical assistance.
4. Payments made by the client shall first be deducted from all costs owed by the client, then from the interest owed, and finally from the outstanding invoices that have been outstanding for the longest period of time, even when the client mentions that the payment is made with respect to a later invoice.
5. Without prejudice to the provisions referred to in the preceding paragraphs, the PCO is entitled to claim full compensation from the client in the event the client does not fulfil all obligations under the agreement.

Article 8: Cancellation

1. Full or partial cancellation of the agreement by the client needs to be done by means of a registered letter. The cancellation charges will be determined on the basis of the date of receipt of the registered letter by the PCO.
2. Without prejudice to the provisions referred to in paragraph 3 of this article, the following will apply to the calculation of the cancellation charges. Cancellation charges are applicable on the total sum of estimated fees for the PCO. If the client cancels an agreement, the following percentages of the total sum of fees for the PCO will be charged:
- • After signature of agreement – 10%
- • 24 - 18 months before the first day of project – 20%
- • 18 - 12 months before the first day of project– 35%
- • 12 - 6 months before the first day of project– 50%
- • 6 - 3 months before the first day of project – 60%
- • 3 - 2 months before the first day of project – 70%
- • 2 months - 1 month before the first day of project – 80%
- • 1 month - 2 weeks before the first day of project – 90%
- • less than 2 weeks before the first day of project – 100%
3. If the client cancels an agreement, in total or in part, and if personnel, services or goods are obtained from third parties or temporary personnel has been hired for the execution of the agreement, then the client shall be obliged to pay the costs of cancellation, indemnifications or other amounts (such as salaries) – in addition to the amount due in accordance with 8.2 – which the PCO will owe to those third parties.
4. If the client postpones the date of the project, the terms mentioned above, are applicable.

Article 9: Suspension and dissolution

1. Should the client fall short to fulfil any payment obligation towards the PCO, or should the PCO reasonably expect that the client will fall short to fulfil any payment obligation towards the PCO, then the PCO has the right:
• to demand security from the client with respect to the external costs for all current agreements;
• to suspend the obligations arising from the agreement with the client – both the agreement pertaining to the shortfall in payment obligations, as well as all other agreements between the PCO and the client –without prejudice to the right to simultaneously demand security for the payment;
• to dissolve without judicial intervention the agreement concerned, in part or in full, with immediate effect.
2. Furthermore, the PCO has the right to dissolve the agreement with immediate effect if it becomes clear to the PCO after closing of the agreement that during the meeting damage can occur to belongings of the PCO or to individuals, or if it is to be expected that there will civil disorder.

Article 10: Force majeure

1. In these general terms and conditions force majeure on the part of the PCO is understood to be any circumstance independent from the will of the PCO – even if this could already have been foreseen at the time the agreement was concluded – which temporarily or permanently hinders fulfilment of the agreement, as well as, as far these are not already included, terrorism, war, threat of war, civil war, riots, strike, fire and other severe disruptions of the business of the PCO, as well as the impossibility to fulfil the agreements as a result of shortcomings of individuals and/or businesses hired by the PCO for the execution of the agreement. In the event the execution of the agreement is hindered as the result of force majeure the PCO has the right to, without judicial intervention, either suspend execution of the agreement, or to dissolve the agreement, in whole or in part, without being obliged to any compensation.
2. In case the PCO has already partially complied with its obligations at the beginning of the force majeure or is able to comply only partially with its obligations, the PCO has the right to separately invoice what has actually been delivered or the deliverable part and the client is obliged to pay such invoice.
3. The client shall in no case be able to invoke force majeure on his part in the event an important speaker does not, or important speakers do not show up, or the number of visitors or participants fall strongly short of expectations, or comparable circumstances.

Article 11: Liability

1. The PCO shall endeavour, to the best of its ability, to serve the client.
2. The PCO will never be liable for damage sustained by the client as a result of, or in regard to the agreement and/or the services, except in the case of gross negligence or intent on the part of the PCO. In the latter case, the PCO will solely be liable for direct damages. The amount of damages to be compensated by the PCO shall in any case be limited to the amount paid out by his insurer or the maximal amount invoiced to the client.
3. The PCO will never be liable for indirect damage (consequential damage) including, but not limited to, loss of profit and/or loss suffered, loss of revenue, delay damage and/or personal injury or damage.
4. Any liability of the PCO for damage suffered by third parties and damage caused by assistants or third parties called in by the PCO is explicitly excluded.
5. In the execution of the agreement by third parties the PCO is also not liable for damage caused by any (power) failure, malfunctioning of services made available, or meeting rooms or spaces used in the execution of the agreement, which are, or become inadequate. In all cases, the liability of the PCO will not exceed the renewed provision, at another time and to the extent possible, of the equipment and the personnel needed to execute the agreed activities once again. The client himself should appeal directly to the third party, which in the opinion of the PCO has failed in the performance of its obligations.
6. The PCO shall exercise great care with the materials it is entrusted, such as videotapes, films, documents and other materials. However the PCO excludes every liability for damage to or the loss of materials made available, for any reason whatsoever, except in cases of intent or gross negligence. In cases in which valuable or irreplaceable goods are to be used, the client is obliged to take out and maintain insurance for such goods.
7. The client shall fully compensate the PCO for all damage to goods and individuals which might be sustained by the PCO, personnel of the PCO or its contractors as a result of, or caused by, acts on the part of the client, the client’s personnel or by other individuals for the purposes of whom the client has concluded the agreement with the PCO.
The client indemnifies the PCO against claims from third parties in connection with infringements of copyright and/or industrial property rights as a result of services provided by the PCO for purposes of the client.

Article 12: Supply of information

The client is obliged to timely supply the PCO with all (supplemental) information, which can reasonably be expected to be of importance in connection with the execution of the agreement.

Article 13: Technical equipment

The PCO cannot be held liable for technical defects or faulty performance of audio-visual equipment supplied by third parties, including stands, lightening, decorations, and decor pieces.

Article 14: Permits

The client should apply for all permits related to the meeting. The client bears the costs of application and/or maintenance of the permit(s).

Article 15: Confidentiality

1. Both parties undertake to observe confidentiality with respect to data that could cause damage to the client or the client’s relations if such data become known to third parties, under penalty of compensation of the damage including costs incurred.
2. Addresses made available to each other by the PCO and the client for mailings and promotional purposes are only available for the execution of the agreement, unless explicitly agreed otherwise. Both parties will get the addresses of the participants at their disposal.

Article 16: Performance rights

The client himself will take care of the acquisition of performance rights, and for payment of the associated costs and all the accompanying costs.

Article 17: Disputes

1. All disputes in respect of an agreement to which these general terms and conditions, in whole or in part, apply, or in consequence of supplemental agreements which arise from such an agreement, shall be submitted in writing to the ‘Klachtencommissie’ (complaints committee) of ‘Stichting Kwaliteitsregelingen Congres- en Vergaderbranche ‘ (het erkende Congresbedrijf) for binding advice.
2. Notwithstanding the provisions of the previous paragraph, the parties may submit the dispute to the competent court.

Article 18: Applicable law

Any agreement between the client and the PCO shall solely be governed by the laws of the Netherlands.

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