General Terms and Conditions of satis&fy event productions b.v.
Article 1 - General Terms and Applicability
satis&fy b.v. (hereinafter referred to as "satis&fy") is a full-service provider for event technology and trade fair construction. These General Terms and Conditions apply to all offers and order confirmations from satis&fy and to all agreements concluded between satis&fy and the customer. Deviations only apply, if they are agreed in writing.
Article 2 - Quotations and Agreement
1. Quotations drawn up by satis&fy are free and are valid for 14 days, unless stated otherwise, in writing.
2. An agreement is concluded at the time satis&fy has received by return (by email or by post), the offer or order confirmation signed by the customer agreement within the time specified therein, or at the time satis&fy begins the execution of the agreement.
Article 3 - Privacy
1. satis&fy shall process the (personal) data provided by the customer to satis&fy in the context of the execution of the agreement in accordance with applicable laws and regulations and in a proper and careful manner. The customer agrees, that also after the end of the contractual relationship, the contractor’s data shall be kept for the purpose of maintaining the customer relationship.
2. The content of electronic data carriers or other Data which will be made available to satis&fy for the execution of the assignment concerned for processing or for making it accessible to third parties, will be immediately deleted from the data carriers by satis&fy after completion of the assignment. The aforementioned data will be archived only if the customer has provided a written request to satis&fy to do so before the assignment has been completed.
Article 4 - Payment and Suspension
1. Unless agreed otherwise, in writing, payment must be made within 14 days after the invoice date. Suspension or settlement by the customer, due to an alleged or actual breach of contract by satis&fy is not permitted. If the customer does not pay within the agreed period, it is legally in default and satis&fy is entitled to suspend the execution of the agreement.
2. If the customer is in default, in respect of an advance payment stipulated by satis&fy, then satis&fy is also entitled to stipulate that the total amount which will be payable as consideration for the overall execution of the order must be paid in advance, or that sufficient security shall be raised for that amount.
3. From the time of the occurrence of default by the customer, the customer owes statutory (commercial) interest. If satis&fy takes collection measures against the customer who is in default, all judicial and extrajudicial costs associated with the recovery of the claim shall be charged to the customer. These costs amount to 20% of the outstanding balance, with a minimum of € 125, or the actual cost, whichever is higher.
Article 5 - Research, Complaints
1. In the context of the goods delivered and or services provided from the execution of the agreement, the customer must check immediately or upon receipt, respectively, and report any defects immediately satis&fy. Complaints regarding deficiencies which were not immediately visible must be reported to satis&fy immediately after the customer has discovered them or could reasonably have discovered them, respectively, at the latest within eight days after delivery of the goods or completion of the services.
2. Complaints in relation to an invoice must be reported to satis&fy within 7 days after sending the invoice.
3. If the customer has not objected within the period prescribed in the preceding paragraphs, the agreement is deemed to have been performed in accordance with what was agreed.
4. The customer is liable for damage to property of satis&fy and / or third parties, arising from the fact that a complaint by the customer is not blameworthy, or is communicated too late to satis&fy and/or third parties.
5. If items of satis&fy in the context of the execution of the agreement are placed by third parties, this is done entirely at the risk and expense of the customer. The customer will indemnify satis&fy against third parties, if and to the extent that these claims relate to the aforementioned placement of the items of satis&fy. The aforementioned is only otherwise if it satis&fy can be blamed with respect to the claim.
Article 6 - Participation Site / Customer
1 The customer must ensure, at its own expense and risk, that the location where the performance is to be executed by satis&fy is suitable for the intended purposes. Unless agreed otherwise, in writing, the customer takes care -insofar as applicable – of providing the required legal permits and / or comparable conditions which are imposed by third parties.
2. If the performance of satis&fy can only be supplied at the location desired by the customer by means of additional work (not provisioned in the agreement), then satis&fy is entitled to charge the customer for this additional work. In such a case, satis&fy will inform the customer - and with reference to this provision – of the cost of the execution of the additional performance required for the agreement.
3. If, in the agreement, a period is determined for the use of the location and the customer will also continue to use this location after this period, the contract will not be renewed for the duration for which the use is extended. However, for the duration that the location is in use, in violation of the agreement, the customer is charged a usage fee based on the pricing which is employed in the agreement.
4. The provisions of paragraph 3 will also apply if the customer hinders or prevents satis&fy from the dismantling or removal of the items used in the execution of the agreement by satis&fy. With respect to these items, the customer cannot appeal to retention rights.
5. The provisions of paragraphs 3 and 4 of this Article are without prejudice to possible rights of satis&fy to compensation for the damage suffered by satis&fy in this respect.
Article 7 - Premature termination
1. If the agreement is terminated prematurely by the customer for reasons which are not attributable to satis&fy - with due observance of paragraph 2 – the customer remains obliged to pay contractual consideration for the services to be provided by satis&fy.
2. Termination must be effected in writing. In the case of termination of the contract by the customer, the following fees will be calculated:
In case of cancellation up to 4 weeks before the event: 50% of the total amount owed by the customer for full execution of the agreement, or the actual cost already incurred by satis&fy if that amount exceeds the aforementioned percentage.
In case of cancellation up to two weeks before the event: 75% of the aforementioned amount, or the actual cost already incurred by satis&fy, if that amount exceeds the aforementioned percentage.
In case of cancellation up to two weeks before the event: 90% of the aforementioned amount, or the actual cost already incurred by satis&fy, if that amount exceeds the aforementioned percentage.
In case of cancellation less than a week before the event: 100% of the aforementioned sum. In all other cases 25%.
If the customer delays the event, this is seen as termination, unless in mutual agreement with satis&fy, a new event date is established on which the event may proceed and agreement is reached with respect to any additional costs incurred.
3. If the client does not wish to make use of the agreed performance, or if the execution of the performance is prevented by lack of cooperation, respectively, and - despite notice of default in which a reasonable period is granted in which to still extend this cooperation - the prevention continues, the provision from paragraph 2 in respect of the amount due shall apply mutatis mutandis.
Article 8 - Guarantee
1. If and to the extent - taking Article 5 into account - in the opinion of satis&fy, the customer has a justified complaint, satis&fy is entitled, at its own discretion, either to adjust the invoice amount or, at its own expense, to improve the performance concerned or to execute it again, or to refund a portion of the fee already paid without further execution of the agreement.
2. satis&fy is only in default in respect of the obligations set forth in paragraph 1 if satis&fy has received a written notice of default from the customer, whereby satis&fy has been given a reasonable time in which to comply with its obligations and that period has expired, without compliance having occurred.
Article 9 - Limitation of liability
1. Any liability of satis&fy for damage arising from or in relation to the execution of the agreement is limited to the amount paid out under the professional liability insurance in the case concerned, plus the amount of excess, which according to the policy terms and conditions, is not payable by the insurer.
2. If - for whatever reason - no payment may be made powered by the insurance referred to in the preceding paragraph, any liability is limited to the amount which is payable by customer to satis&fy in respect of (the part of) the agreement concerned and a satisfaction fee, up to a maximum of € 50,000.
3. The customer shall indemnify satis&fy against all claims by third parties relating to the execution of the contract, unless the aforementioned claims relate to an attributable breach of contract by satis&fy. The costs incurred by satis&fy for defence against such claims from third parties are also borne by the customer.
4. The limitation or exclusion of liability stipulated in the preceding paragraphs of this Article does not apply if the damage results from wilful misconduct or gross negligence on the part of satis&fy and/or its subordinate or non-subordinate executives.
5. Notwithstanding the provisions of Article 6:89 of the Civil Code, all the customer’s rights to damages lapse, in any case, one year after the event from which the damage directly or indirectly arose and for which satis&fy is liable.
Article 10 - Force majeure
1. In these terms and conditions, in addition to that which is stated in the law and jurisprudence force majeure means, power supply failures, IT failures and technical failures, extreme weather conditions and safety measures imposed by the state which impede, or entirely prevent the execution of the agreement.
2. To the extent that, at the time of the occurrence of force majeure, satis&fy has performed its obligations under the Agreement or is still able to do so, and an independent value is allocated to the parts which have been fulfilled or the parts to be fulfilled, is satis&fy entitled to separately invoice the part already fulfilled or the part to be fulfilled respectively. The customer is obliged to pay this invoice, as if it were a separate agreement.
Article 11 - Customer liability
1. The customer is liable for any loss of, damage to or theft of the items made available.
2. The customer must insure the items at its own expense (against damage, loss, theft, vandalism, etc.) and keep then insured during the period that these items are made available to the customer, in accordance with the contractual agreements.
3. satis&fy is entitled to suspend the execution of the agreement or making the items concerned available, respectively, until - to the satisfaction of satis&fy - proof of insurance coverage is provided.
Article 12 - Additional provisions in case of purchase
If goods are sold to the customer in the context of the execution of the agreement by satis&fy, then, in addition, the provisions of this Article apply.
1. The items remain the property of satis&fy until the purchase price has been fully and finally paid to satis&fy.
2. If the items referred to in this article are new, a 12-month guarantee is provided.
3. In case of sale of second-hand goods, no guarantee is provided with respect to those items. The customer purchases these items in their present condition.
4. The provisions of Article 5, 8 and 9 in the preceding paragraphs shall apply undiminished.
Article 13 - Additional Provisions in the case of lease
If movable property is leased to the customer in the framework of the execution of the agreement by satis&fy, then, in addition, the provisions of this Article apply.
1. Unless agreed otherwise in writing, the customer must collect the leased goods from satis&fy and deliver them to satis&fy again at the end of the agreed lease period, at its own expense and risk.
2. The customer will treat the items in a manner that befits a good housekeeper and insure the goods adequately (against theft, loss and damage) and keep them insured.
3. The customer is liable for damage to, and loss or theft of the goods during the period referred to in 1 and shall indemnify satis&fy from possible claims of third parties in this respect.
4. All items must be returned in their original condition: repairs or modifications to the goods made by the customer or third parties are not permitted, except with the prior written consent of satis&fy. In the case of violation of this provision, all the possible ensuing damage and / or costs shall be redressed by the customer. The customer will be charged for the late return of the leased items, plus the additional costs arising therefrom.
5. The provisions of Article 5, 8 and 9 in the preceding paragraphs shall apply undiminished.
Article 14 - Jurisdiction and applicable law
1. The competent court in the place of establishment of satis&fy has exclusive jurisdiction to hear disputes, unless the law requires otherwise. Nevertheless, satis&fy has the right to submit the dispute to the court which is competent, according to the law.
2. All legal relationships to which satis&fy's is a party, are governed exclusively by Dutch law, even if the agreement is fully or partially implemented abroad. The applicability of the Vienna Sales Convention is excluded.
3. The parties shall first appeal to the courts after they have done their utmost to settle the dispute in mutual consultations.
4. Any claims of the customer arising from or in connection with any offer, order or agreement lapse after a period of six (6) months from the date of provision and / or execution of the service.
Article 15 - Severability Clause
If any provision (or any part thereof) of these terms and conditions is ineffective or incorrect in whole or in part or, this will not affect the validity of the remaining provisions of the terms and conditions. The parties will replace the invalid or conflicting provision by a valid provision which best serves the originally intended purpose.