Terms and conditions

1.1     The Contractor, a private limited company conducting its business under the (trade) name NBC Exploitatie BV (registered with the Chamber of Commerce under 30202238) or under the (trade) name Green Village (registered with the Chamber of Commerce under 30187831), provides its services in accordance with the General Terms and Conditions of the Dutch Venue Association. Dutch Venue Association is the industry association for the Dutch event venue sector. Affiliated venues apply these terms and conditions.

1.2     The Contractor is entitled to amend the general terms and conditions unilaterally.

2.1    Before the Client requests a quotation or before the quotation process has been completed, the Contractor may, at the Client's request, grant the Client an option on venue space.

2.2    Only options issued in writing (including but not limited to email) are binding on the Contractor. Options are valid for a period of fourteen days from the date of issue of the option, unless the Contractor specifies a different date. If the option period is longer than the period for acceptance of the quotation/offer, the option period applies for the (remaining) duration of the quotation. If the Client allows the option period to expire (i.e. no agreement is concluded during the option period) but after expiry of the option period wishes to obtain a new option or extend the existing option, the Contractor is always entitled to take the position that the option has lapsed and that no new option need be offered or the expired option need not be extended.

2.3    The Contractor is entitled to request security from the Client in respect of an agreed option, which security consists of the venue hire/venue package for the rental period desired by the Client. The Contractor is entitled to retain the security when (a) the Client allows the option period to expire without informing the Contractor in writing (including by email) during the option period as to whether or not the option will be exercised, or (b) when, despite timely exercise of the option by the Client, no agreement is concluded within four weeks.

2.4    Both the Contractor and the Client are entitled to notify the other party that they wish to terminate the option prematurely, which may only be done in writing (including by email).

2.5    If the Contractor wishes to terminate the option prematurely, it is obliged to notify the Client thereof and to give the Client the opportunity to exercise the option within 24 hours (calculated in working days) after notification. If the Client wishes to exercise the option, an agreement must be concluded within 24 hours.  

2.6   The parties are aware that the event to be organised by the Client must be appropriate to the reputation, image and other events at the Contractor's venue and must not cause nuisance to other tenants/users of the building and local residents.

3.1    All offers/quotations made by or on behalf of the Contractor are valid for 14 days from the quotation date, unless otherwise agreed in writing (including but not limited to email) and/or unless the Client rejects the offer/quotation in writing (including but not limited to email) within that period.

3.2    The Contractor is in any event only bound if its written offer/quotation states at least:

· which space(s) are rented for which period at what price;
· for what type of project the space(s) are rented;
· the indication of the number of persons expected to be present;

and the offer/quotation has been signed in good time for approval by the Contractor as the Client or declared approved by the Client by email, and received in good time by the Client. The risk of ambiguities arising from oral or telephone instructions and communications rests with the Client.

4.1    Unless otherwise agreed in writing (including but not limited to email), the Client shall at its own expense ensure sufficient measures to safeguard the safety of artists, third parties engaged by it, guests and visitors. If agreements have already been made regarding the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements at any time when changed circumstances so require.

4.2    The Client is obliged to provide the Contractor in good time with all information of which it is aware or ought to be aware that is necessary for the performance of the assignment. The Client guarantees the accuracy and completeness of the information provided by it.

4.3    The Client shall have no claim to any form of compensation if it has failed to fulfil its obligations as set out in Article 4.1 and/or 4.2 of these general terms and conditions, or has not done so sufficiently, and the Contractor as a result (i) does not allow the assignment to proceed in whole or in part, to which the Contractor is entitled in that case, and/or (ii) has notified the Client thereof in writing and the Client nevertheless wishes the assignment to proceed.

4.4    The Client is responsible for the payment of fees for the use of third-party (intellectual property) rights (including but not limited to Buma/Stemra rights).

4.5    Unless otherwise agreed in writing (including but not limited to email), the Client is responsible for obtaining the required consent of third parties and/or permits.

4.6    The Client is aware that the event to be organised must be appropriate to the reputation, image and other events at the Contractor's venue and must not cause nuisance to other tenants/users of the building and local residents.

4.7    The Client is responsible and liable for the acts and omissions of visitors, guests, third parties engaged by it, etc. during the assignment (including but not limited to the event).

5.1    It is the Client's responsibility to ascertain before entering into the agreement whether the rented premises are suitable for the intended event.

5.2    The rented premises comprise exclusively the space(s) described in the agreement and the facilities stated therein. Unless otherwise agreed in writing (including but not limited to email), central entrances, corridors, staircases, toilets, cafés, restaurants, outdoor areas and garages/parking spaces do not form part of the rented premises.

5.3    The Client is not permitted, without the Contractor's prior written consent, to:

a)       use the rented premises for a purpose other than that described in the agreement;
b)       sublet the rented premises (in whole or in part) or make them available for use to third parties, provided that such consent is not required for exhibitors if the event is a trade fair or exhibition;
c)       where applicable, exhibit goods and services in the rented premises outside the exhibition programme described in the agreement;
d)       give the event a different name or materially different content during the term of the agreement, whereby the Contractor shall not unreasonably withhold its consent.

5.4    When using the rented premises, the Client may not cause hindrance or nuisance to the Contractor or third parties and shall ensure that guests, visitors, staff, employees, etc. do not do so either.

5.5    The Client is obliged to bring the general terms and conditions to the attention of guests, visitors, staff, employees, etc. and remains responsible and separately liable for the (proper) compliance with the general terms and conditions by those parties.  The Client shall indemnify the Contractor against all damage and third-party claims arising from breach of the general terms and conditions or the agreement by guests, visitors, staff, employees, etc.

6.1   The cost estimate is based on the number of guests as stated in the agreement. If there is a change in the number of guests, this will affect the price calculation of the agreement.

6.2  The Client is obliged to inform the Contractor in writing (including but not limited to email) as soon as possible as soon as changes or additions arise that deviate from the agreement.

6.3  If the change occurs during the quotation stage, the Contractor will endeavour to find the most suitable solution. Once the assignment has been definitively recorded in an agreement, the Client has committed to a minimum number of guests that may be adjusted free of charge in accordance with the conditions below (see Article 6.2).

6.4    Reduction of the agreed number of guests with cost adjustment is possible under certain conditions;

- Up to six months before the start of the event, the number of guests may be adjusted free of charge.

- Up to three months before the start of the event, the number of guests may be adjusted free of charge with a maximum margin of 25%.

- Up to one month before the start of the event, the number of guests may be adjusted free of charge with a maximum margin of 10%.

- Up to one week (five working days) before the start of the event, the number of guests may be adjusted free of charge with a maximum margin of 5%.

Adjustment will, where applicable, take place in accordance with the conditions agreed above. The Contractor has the right, in the event of a reduction exceeding the conditions stated above, to adjust its calculations to the situation then arising, to charge costs for the reduced number of guests and to change the space(s) of the event.

6.5    If more guests appear on the day of execution than the agreed number, the associated costs will be charged additionally based on the data stated in the agreement. The number of guests present as determined by the Contractor shall be decisive in this regard.

6.6    Orders are accepted on the basis of post-calculation, unless otherwise agreed in writing (including but not limited to email).

7.1    The fitting-out, use and clearance of the rented premises shall take place in consultation with the Contractor.

7.2    The Contractor is at all times entitled to issue further binding instructions regarding the fitting-out, use and clearance of the rented premises if this is deemed advisable in the interest of (public) order and safety by the fire brigade, police, mayor or Contractor.

7.3    Save with the Contractor's prior express written consent, no changes may be made to the rented premises and other space(s) and (outdoor) areas.

7.4    The Client accepts the rented premises in the condition in which they are at the start of the rental period. Defects identified at the end of the rental period shall be deemed to have arisen during the rental period, unless the Client can demonstrate that the said defects (such as damage) already existed before the rental period.

7.5    At the time stated in the order confirmation for the end of the rental period, the Client must have fully cleared and cleanly delivered the rented premises in the condition in which they were made available, reversing any changes the Client may have made thereto. In the event of late and/or unclean delivery, the Contractor is entitled to charge the Client a penalty equal to the contract sum.

Unless expressly agreed otherwise in writing, the use of suppliers (including but not limited to catering, audio/visual, technical services) within the rented premises is exclusively reserved to the Contractor.

9.1    Before and during a rental, the Client must at all times take the measures necessary to ensure compliance with (a) the agreement and (b) these general terms and conditions.

9.2    The Client is obliged to inform the Contractor in advance and actively in writing (including but not limited to email) of any risks to the status of (the property of) the rented premises and/or its good name that may arise from or in connection with the event. This includes, but is not limited to, the visitor profile, the nature of the event, any threat or attraction of undesirable behaviour, political or social unrest and possible refusal of required permits in general, including on the basis of the Wet Bibob or the venue's own permits. The Contractor reserves the right to cancel the event without liability if the Client has breached its information and disclosure obligations. If the information provided proves to be incorrect, the Contractor has the right to suspend its obligations or cancel the agreement, without the Client being entitled to compensation of any kind. Cancellation due to breach of the information obligation shall not affect the Client's payment obligation, nor the Contractor's right to recover the damage actually suffered by it (including loss of profit).

9.3    The Client is liable for damage suffered by third parties arising from the use of the rented premises and/or the space(s) made available for use and shall indemnify the Contractor against third-party claims in respect of damage on that account.

9.4    The Contractor has the right to have damage to walls, floors, etc. in the rented space(s) and to the goods present therein, as identified by it, repaired at the Client's expense, insofar as the damage arose during the use of the relevant space(s) by the Client or is directly related thereto.

9.5    Damage to or loss of goods owned by the Contractor and/or by suppliers contracted by the Contractor, caused by the Client and/or its invitees/employees/engaged third parties, etc., must be fully compensated by the Client to the Contractor.

9.6    Everything brought into the building and/or the rented premises by or on behalf of the Client is there at the Client's expense and risk. The Contractor does not undertake to insure and/or guard it. The Contractor is not liable for damage to or loss of goods, property and valuables of the Client or of third parties (including invitees, the public and performers) for whatever cause, except in the case of intent or gross negligence on the part of the Contractor or its staff. The Contractor is also not liable for damage to or loss of goods deposited in the cloakroom. The Client shall indemnify the Contractor against third-party claims (as referred to above).

The fitting-out, use and delivery of the rented premises shall take place in consultation with the Contractor and in compliance with the Contractor's safety regulations.

9.7    The Contractor is not liable for damage of any kind arising from its reliance on incorrect and/or incomplete information provided by or on behalf of the Client.

9.8    The Contractor is only liable for damage (i) if such damage falls within the coverage of its liability insurance and only up to the amount paid out by its insurer plus the deductible, or (ii) if there is intent or gross negligence on its part or on the part of one of its directors.

9.9    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, such liability is limited to direct damage only (whereby liability for indirect damage is expressly excluded) with a maximum of € 25,000.

9.10   All rights of claim and other powers, on whatever grounds, that the Client has against the Contractor must be received by the Contractor in writing within 12 months of the moment when the Client became aware or could reasonably have become aware thereof, failing which they shall lapse.

9.11   Any advice provided by the Contractor is always non-binding and following such advice is at the Client's expense and risk.

9.12   The Contractor is not liable for attendance at the event in question.

9.13   The Client is responsible for taking out event insurance where necessary, in which the interests of the Contractor and the Client are sufficiently insured against the possible consequences of the event.

10.1   All prices are exclusive of VAT, unless otherwise agreed in writing (including but not limited to email). All other levies imposed by the government shall also be borne by the Client. The Contractor shall announce these as far as possible in advance. The Contractor is entitled to pass on to the Client government-imposed increases in taxes, excise duties or social security contributions.

10.2   If the Contractor provides a composite price quotation, there is no obligation to perform part of the quotation for a corresponding part of the price quoted for the whole.

10.3 The Contractor is entitled to pass on to the Client extreme or unforeseen changes in market prices that form part of the quotation offered, with a proportional percentage corresponding to the increase implemented (e.g. gas, water, energy prices, raw material prices for F&B).

11.1    Payments must be made within 14 days of the invoice date, unless otherwise stated in writing in the quotation/offer/agreement.

11.2   The Client commits to the following payments:

·       First advance invoice: after finalising the reservations and/or concluding the agreement, the Client receives the first advance invoice. This invoice comprises 100% of the agreed venue hire and/or venue package and 25% of the agreed contract sum (excluding venue hire and/or venue package);

·       Second advance invoice: the second advance invoice must be paid no later than 14 days before execution of the agreement. This invoice comprises 90% of the agreed contract sum;

·       Final invoice: any additional or reduced costs will be invoiced by the Contractor as a final settlement following execution of the agreement, set off against the two previous advance payments;

·       For each payment moment, the Contractor sends an invoice to the Client in good time;

·       If the requested advance payments have not been paid or have not been paid in time, the Contractor retains the right to suspend the work still to be performed, suspend it entirely or even terminate the agreement, without the Contractor waiving the payment obligations of the Client arising from this agreement. The Contractor is never responsible for the damage or consequential damage of terminating this agreement.

11.3   The final settlement provides for a detailed specification of the services provided and of services to be invoiced on a post-calculation basis, as well as a specification of VAT.

11.4   The payment term is a strict deadline. The Client is not entitled to suspend any payment or set off any amount.

11.5   If no payment has been made within the payment term, the Client is in default by operation of law. It shall then owe statutory commercial interest (whereby a part of a month is deemed a whole month) as well as extrajudicial collection costs of 15% of the principal sum with a minimum of € 350.      

11.6   Clients from abroad must comply with the guidelines provided by the Dutch tax authorities regarding payment of VAT.

12.1  Neither party is – save as provided in the paragraph below – liable for any shortcoming or delay in the performance of the agreement, insofar as such shortcoming or delay is caused by government measures as a result of epidemics or pandemics (such as the outbreak of the COVID-19 virus) that directly affect the agreement whereby performance of the agreement is prohibited or impossible (such as a restriction on the number of visitors/participants).

12.2  If there is a situation as referred to in Article 12.1, the parties shall discuss the consequences and jointly decide whether the event (whether or not in modified form) can still take place at the agreed time, or can be postponed.

12.3  If the parties fail to reach agreement on whether the event can still take place at the agreed time, or whether the event must be postponed, either party may terminate the agreement by written notice (which includes cancellation or dissolution). In that case, the Contractor is entitled to retain the first advance payment of the agreed contract sum or nevertheless receive payment of the first advance payment of the agreed contract sum. If the Client does not act as a good Client within the framework of Article 12.2 or 12.3, the Client is nevertheless obliged to pay the full agreed contract sum forthwith.

13.1  This article does not apply to epidemics/pandemics to which government measures apply (such as COVID-19).

13.2  Circumstances not attributable to the Contractor, which are of such a nature that compliance with the agreement can no longer reasonably be required or can no longer be required in full (such as but not limited to (i) extreme weather (including but not limited to code red for the city/municipality/province where the event takes place and/or for the province(s) from which visitors/employees/(suppliers)/the Client must come), (ii) withdrawal of one or more permits (both of the Contractor and of the Client), (iii) national mourning, (iv) complete or partial inaccessibility of the event venue and (v) illness of staff or staff of suppliers, for example in connection with a (flu) epidemic or pandemic)) give it the right to terminate the agreement in whole or in part and/or suspend its performance without any obligation to pay compensation. In that case, the Contractor retains its right to compensation of the agreed contract sum (including but not limited to costs for third parties engaged by it).

13.3  Invoking force majeure on the part of the Client is excluded.

14.1  Cancellation of the agreement must be done in writing only (including but not limited to email) and must be accompanied by the relevant agreement.

14.2.1      Where there is venue hire and/or a venue package only, the Client must pay the full venue hire and/or venue package already paid (in other words: the venue hire and/or venue package paid is not refunded) in the event of cancellation.

14.2.2      Where, in addition to venue hire and/or a venue package, other services are involved (such as catering), the Client must pay the following costs to the Contractor in addition to the venue hire and/or venue package in the event of cancellation:

a.      in the period prior to 365 days before the start date, 30% of the full contract sum (as applicable at the moment of cancellation, excluding venue hire and/or venue package;

b.      in the period between 364 days and 180 days before the start date, 50% of the full contract sum (as applicable at the moment of cancellation), excluding venue hire and/or venue package;

c.      in the period between 179 and 90 days before the start date, 85% of the full contract sum (as applicable at the moment of cancellation), excluding venue hire and/or venue package;

d.      in the period between 89 days and the start date, 100% of the full contract sum (as applicable at the moment of cancellation), excluding venue hire and/or venue package. The contract sum comprises the contract sum included in the agreement plus mutations agreed thereafter.

14.3  If at the moment of cancellation the Contractor's damage is higher than the cancellation fee as set out in Article 12.2 of these general terms and conditions – due to (including but not limited to) payment obligations that will rest on the Contractor as a result of the cancellation by the Client, such as obligations towards third parties engaged in the performance of the agreement and/or other third-party claims – the Client must compensate the Contractor for this higher amount.

14.4  The date of cancellation shall be the first date on which the cancellation is received by the Contractor.

15.1  The Contractor is entitled to terminate this agreement, in addition to the statutory possibilities for termination, if:

a.      the Client fails to fulfil, fails fully to fulfil or fails timely to fulfil the obligations under the agreement;

b.      after conclusion of the agreement, circumstances come to the Contractor's knowledge that give good grounds to fear that the Client will not fulfil its obligations;

c.      if attachment is levied on the Client's assets, or suspension of payments is granted to it, or it is declared bankrupt.

15.2  If the agreement is terminated, the Contractor's claims against the Client become immediately due and payable.

15.3 If the Contractor proceeds to termination, it is in no way obliged to compensate for damage and costs thereby arising in any way for the Client.

All complaints and defects must be received by the Contractor in writing (including but not limited to email) within 24 hours after they became known or could have become known. If this period is not observed, any claims the Client may have shall lapse.

17.1  Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other in the context of the agreement. Information is deemed confidential if this has been communicated by the other party or if this follows from the nature of the information. The party receiving confidential information shall use it only for the purpose for which it was provided.

17.2  What is stated in Article 15.1 of these general terms and conditions does not apply to information:

a.      provided to its advisers, whereby those advisers are also bound by confidentiality;

b.      that was already lawfully in the possession of the receiving party before it was obtained from the party concerned;

c.      independently developed by the receiving party without use of information or data of the party concerned;

d.      that is or becomes generally known or is made generally accessible, other than through an act or omission of the receiving party;

e.      disclosed to the receiving party by a third party without breaching a confidentiality obligation towards the party concerned.           

f.       that must be disclosed pursuant to law, a regulation or a court order or by decision of another government authority, provided that the receiving party makes every effort to limit the scope of such disclosure and informs the party concerned in advance of such intended disclosure.

18.1  All images, drawings, ideas and all intellectual property rights included in or attached to a quotation or order confirmation are intended exclusively for use in the context of the assignment to be provided or provided and may not be used by the Client for other purposes, nor provided to any third party. All rights thereto remain exclusively with the Contractor.

18.2  The Contractor therefore reserves the right to reclaim those documents, referred to in Article 17.1 of these general terms and conditions.

18.3  The Contractor is entitled to make sound, photo and/or video recordings of the event and to place that material – as well as the Client's logo – on its website for marketing purposes. The Contractor will not provide (a copy of) the relevant material and the Client's logo to third parties.

18.4  Content produced for or on behalf of the Client for display on the Contractor's 3D or 4K projection décor (in this case NBC Congrescentrum) is the intellectual property of the Contractor and may be used exclusively and only at the Contractor's venue. The Contractor is entitled to reuse produced content in whole or in part for other events organised by the Contractor without the Client having any right to compensation. Protected trademarks and/or logos do not fall within this scope.

19.1  Dutch law applies exclusively to all legal relationships concluded between the Contractor and the Client.

19.2  All disputes relating to or arising from or in connection with quotations made by the Contractor and agreements concluded with the Client, as well as all claims for non-payment, shall be submitted exclusively to the court with absolute jurisdiction in the place of business of the Contractor, unless the Contractor chooses to bring the claim before the court of the Client's place of residence.

19.3  In the case of a claim or rental dispute below € 25,000, a choice of court does not apply. In that case – save for a single exception – the court of the Client's place of residence has jurisdiction.

19.4  In the event of a difference in interpretation between the Dutch text and any foreign translations thereof, the interpretation according to the Dutch text shall be binding.

NBC
Blokhoeve 1
3438 LC Nieuwegein
The Netherlands