General terms and conditions of CSO International BV in Schiphol-Rijk, The Netherlands, in which the agreements with clients and third parties to be concluded within the framework of the business operations concerning the High Team are regularly arranged:
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 proves to be void or is annulled, this does not affect the validity of the other provisions. In that case, the parties will replace a void or voided provision with a provision that is as close 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 and the like from the Contractor are entirely free of 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 by a written order or an order by e-mail and confirmed by the Contractor within 14 days (or, to the extent that this is the case, the period specified otherwise in that offer etc.) , it has expired.
2.5 The Contractor reserves the right, even after the acceptance of the offer by the Client, to revoke the order placed with it or the order placed with it free of form. Such cancellation will take place immediately after the Contractor's receipt of the acceptance.
Art. 3 Obligations of the Client
3.1 Unless otherwise agreed in writing, the Client shall ensure, at its own expense, that adequate measures are taken to ensure safety at the place where the assignment is performed (including but not limited to the safety of artists, speakers, employees and visitors). If agreements have already been made about the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements at any desired moment if changed circumstances necessitate this.
3.2 The Client undertakes to insure, as far as possible, all risks associated with the execution of the assignment, including also the work and / or the actions and / or omissions of third parties engaged by it. In any case, the Client is obliged to take out regular AVB insurance and, if applicable, a professional liability insurance. Furthermore, the Client undertakes to ensure that under the aforementioned insurance policies the employee (s) engaged by the Contractor in the performance of the agreement and the items made available by the Contractor are also co-insured. The Client is obliged to provide the Contractor with copies of the policies of the aforementioned insurance policies upon first request.
3.3 The Client is obliged to provide the Contractor with all information that it knows or that it should know that it is necessary for the performance of the assignment. Client guarantees the accuracy and completeness of the information provided by it.
3.4 The Client is not entitled to any form of compensation if (a) the Client has not or has not sufficiently complied with its obligations as set out in Article 3.1 and / or 3.2 in these General Terms and Conditions and the Contractor has partially or completely canceled the assignment late (to which the Contractor is entitled) and / or (b) the Client has not or has not sufficiently complied with its obligations as set out in Article 3.1 and / or 3.2 in these General Terms and Conditions, the Contractor has notified the Client thereof in writing and the Client nevertheless want the assignment to continue.
3.5 The client is responsible for the payment of the reimbursement due to the use of intellectual property rights or 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.
3.7 The Client is responsible for the acts and omissions of the third parties engaged by it and / or invited to participate in the assignment, such as visitors to an event.
3.8 Client is responsible for any tax consequences and / or payment (of additional taxes) as a result of the Work Costs Scheme (WKR). The Client indemnifies and fully compensates 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 any nature whatsoever caused by the fact that it was based on 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 falls under the cover of its liability insurance and up to the amount paid out by its insurance plus the deductible or (ii) if there is intent or gross negligence 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 of the Contractor, then this liability is limited to direct damage only (whereby liability for indirect damage is explicitly stated) 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) performing service providers and / or suppliers,
which also includes the personnel of those service providers and / or suppliers that the Contractor has engaged in connection with or for the implementation of - a part of - the agreement.
4.6 All claim rights and other powers, for whatever reason, that the Client has against the Contractor must have been received in writing by the Contractor within 12 months of the moment that the Client became aware of this or could reasonably have been aware of it, failing which these 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 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 event in question.
4.10 The Contractor is not liable for damage to goods made available to it by the Client. Client will ensure proper insurance.
Article 5 Advertising
All complaints must be submitted to the Contractor in writing, under penalty of forfeiture, within 30 days after they have become known or could have been known.
Article 6 Force majeure
Circumstances that cannot be attributed to the Contractor, which are of such a nature that compliance with the agreement cannot reasonably be demanded or can no longer be demanded in full extent (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 its implementation 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 take out insurance against these risks.
Article 7 Price, payment and cancellation
7.1 The agreed price (contract sum) is exclusive of VAT and any other government levies, unless agreed otherwise in writing.
7.2 Changes, including additional costs in the original order of whatever nature, made by or on behalf of the Client, that cause higher costs than those that could be counted upon in the quotation, will be charged to the Client extra.
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 will 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 first request of the Contractor 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. Client is not entitled to suspend or settle any payment.
7.6 If no payment has been made within the payment term, the Client is legally in default. It then owes the statutory commercial interest (whereby part of the month is considered to be a whole month) as well as extrajudicial collection costs of 15% of the principal 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:
7.8 A cancellation is not only made when the meeting is fully or partially canceled. There is also a cancellation and the above when the number of participants deviates more than 10% negatively from the reserved number at the definitive booking.
7.9 The definitive number of participants can be passed on up to ten working days before the event, with a maximum deviation of 10% downwards. This number then counts as the definitive number for the final invoice. If the number of participants is reduced (with a maximum deviation of 10%), the variable cost component will be deducted from the final invoice. If the number of participants on the day of implementation is higher than the number provided, this will be billed at the agreed price per person.
7.10 If at the time of cancellation the damage of the Contractor is higher than the cancellation compensation as included in Article 7.5 in these general terms and conditions, the Client must compensate this higher amount to the Contractor.
Article 8 Termination and dissolution
8.1 Without prejudice to any further rights vested in the Contractor, the Contractor is entitled to dissolve the agreement in whole or in part by means of a written statement without further notice of default if: - the Client is in default with the fulfillment of one or more obligations under the agreement; - Client has been declared bankrupt, has applied for (provisional) suspension of payment, has applied the Law on Debt Restructuring Natural Persons Act to him / her, has shut down his business or has wound up, has seized a substantial part of his assets or he transfers his business to third parties.
8.2 In the case of the individual sale of tickets, the contractor is entitled to terminate the agreement if insufficient tickets have been sold for an arrangement. The number of tickets that are classified as "insufficient" can be determined by the contractor. If an arrangement is canceled by the contractor, a suitable alternative arrangement is 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 available to the Contractor and must be collected by the Contractor.
8.4 If the Contractor (or a third party engaged by it) at the time of the dissolution (which in this context is also understood to mean dissolution and suspension as referred to above in Article 6) has already performed services to implement the agreement, these services and the related payment obligation on Client against Contractor are not subject to cancellation. Amounts that the Contractor has invoiced before the dissolution or amounts that the Contractor will still invoice after the dissolution in connection with what it had already carried out or delivered in execution of the agreement prior to that dissolution, therefore remain indebted and become payable at the time of dissolution immediately claimable.
Article 9 Intellectual Property Rights
9.1 The contractor is or becomes the sole beneficiary 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 elaborated ideas, proposals, designs and concepts) that the Contractor develops and / or has (or has) developed in the context of the assignment. Client obtains a user right for this for the duration of the assignment.
9.2 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 negligence of the Client, the Client shall 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 any nature whatsoever available to the Contractor within the framework 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 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 video recordings may not be used by the Client and third parties forming part of the assignment without prior written permission from the Contractor in internal and external communications.
9.5 The Client will at all times respect any rights of third parties on the objects, materials, works, designs, ideas, proposals, concepts or methods used in the context of the execution of the Agreement. The Honorarium does not include any license fees for the (further) use of these objects, materials, works, designs, ideas, proposals, concepts or methods, including but not limited to claims from collective collection organizations such as BUMA / STEMRA and SENA. , unless explicitly agreed otherwise in writing, and are for the account of the Client.
9.6 The Contractor is entitled to make sound, photo and / or video recordings of the assignment, unless the Client has expressly stipulated otherwise in writing. Sound, photo and / or video recordings of the assignment may be used by the Contractor in internal and external communications, without prior written permission from the Client, unless otherwise agreed in writing.
Article 10 Processing of personal data
10.1 If the Contractor processes personal data for the benefit of the Client in the performance of the Agreement, the following conditions apply in addition to the General Terms and Conditions of Sale.
10.2 The terms used in these terms and conditions have the meaning that the General Data Protection Regulation (hereinafter: “AVG”) has assigned to it or that the case law gives to it.
10.3 With regard to the processing of personal data, the Client may be regarded as the controller, or if the Client processes the personal data for a third party as a processor. Contractor fulfills (depending on the capacity in which Client processes personal data) the role of processor or sub-processor.
Article 11. Purposes of the processing
11.1 The Contractor will only allow the processing of personal data to take place within the framework of the execution of the Agreement, plus those purposes that are reasonably related to it or that are determined with the consent of the person concerned.
11.2 Under the Agreement, the Contractor will process all personal data of all categories of data subjects that are stored in the performance of the agreement, or that are provided to the Contractor in another way for processing. If special personal data are processed, the Client must notify the Contractor in advance and the Parties will in consultation assess whether additional measures must be taken in this context.
11.3 The Contractor has no control over the purpose and the means for processing personal data. The contractor does not take independent decisions about the receipt and use of the personal data, the provision to third parties and the duration of the storage.
11.4 The Client guarantees that he will keep a data processing register, insofar as required in the AVG. The Client indemnifies the Contractor against all claims and claims relating to non-compliance or incorrect compliance with this obligation to register.
Article 12. Division of responsibility
12.1 The Contractor is not responsible for the processing of personal data, including in any case but not limited to the collection of the personal data by the client, processing for purposes that the Client has not reported to the Contractor, processing by third parties or for other purposes.
12.2 The Client guarantees that the content, use and instruction to process personal data are not unlawful and do not infringe any rights of third parties. Business clients indemnify the Contractor against all claims from third parties arising from the client's failure to comply with the aforementioned guarantee.
12.3 The obligations of the client arising from these conditions also apply to those who process personal data under the authority of the Client, such as employees or third parties engaged by them.
Article 13. Transfer of personal data
13.1 The Contractor processes personal data in countries within the European Economic Area. The Client gives the Contractor permission for the processing of personal data in countries outside the European Economic Area, with due observance of the applicable laws and regulations.
13.2 The Contractor will inform the Client upon request to which country or countries the personal data will be transferred.
Article 14. Switching on sub-processors
14.1 The Client hereby gives the Contractor permission to engage sub-processors in the context of the Agreement and the personal data processing included in these terms and conditions. The Contractor will inform the Client upon request about which sub-processors it uses.
14.2 If the Contractor intends to use new sub-processors for the processing of personal data, the Contractor will inform the Client about this in advance. Client then has two weeks to object in writing to this intention. If the Client does not object within the aforementioned period of two weeks, the Client is deemed to agree.
14.3 The client will not withhold his permission to engage other sub-processors on unreasonable grounds whereby the contractor makes an effort to impose at least the same obligations on the sub-processor with regard to the processing of personal data as those agreed between the client and the contractor.
Article 15. Requests from involved parties
15.1 If a data subject makes a request about his 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 person concerned thereof.
15.2 The contractor will respond directly to the person concerned if the contractor is legally obliged to do so or the contractor has an independent responsibility based on the GPC.
15.3 The contractor is entitled to charge the client for the costs of responding to requests from stakeholders.
Article 16 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 authorized to take cognizance of disputes between the parties.
Publication date: 30 October 2019. Last change: 20 January 2020