GENERAL TERMS AND CONDITIONS EVENT SAFETY INSTITUTE BV
In these general terms and conditions, the following terms are defined as stated below, unless indicated otherwise.
An assignment under a contract for services within the meaning of Article 7:400 et seq. of the Dutch Civil Code in which one party, the contractor, undertakes towards the other party, the client, to perform or have performed consultancy work for the benefit of the client’s organisation. The contract for services is recorded in writing and includes a description of the work to be performed.
1.2 Training activity
Any form of training, education and practice that is offered by Event Safety Institute BV in open registration. Training activities that are developed and provided under contract fall under the definition of an assignment as described in Article 1.1.
The natural or legal person who, as the counterparty of the contractor, has entered into a contract to have carried out a (consultancy) assignment or to attend a training activity.
The legal entity Event Safety Institute that, as a party, has entered into a contract for services as referred to in Article 1.1 with the client.
1.5 Assignment executor
The natural or legal person who is charged with the execution of the assignment on behalf of the contractor.
The client as referred to in Article 1.3 and the contractor as referred to in Article 1.4.
All assignments are accepted and carried out exclusively by the contractor, with the exception of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code.
All stipulations in these General Terms and Conditions are also made for the benefit of all those who work for the contractor; the assignment executors as referred to in Art. 1.5.
All acts performed by assignment executors in the context of an assignment are deemed to be acts by or on behalf of the contractor.
3 Applicability of these terms and conditions
All stipulations in these general terms and conditions apply to all offers, quotations, activities, assignments and agreements between the contractor and the client(s), to which the contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from in writing.
These terms and conditions also apply to assignments with the contractor, where third parties – the assignment executors as referred to in Art. 1.5 – get involved.
If one or more of the provisions of these general terms and conditions are null and void or may be annulled, the other provisions of these general terms and conditions shall remain in full force and effect. In that case, the parties will consult with each other to agree on replacement provisions, based on the purpose and intent of the original provisions as much as possible.
The contractor guarantees the integrity of its actions, must act in an expert manner with regard to the assignment and the client, must guarantee its professional and relational independence, avoid interests other than those of the assignment itself playing a role in the assignment and undertakes to inform the client about their actions if the latter does not behave as a good client.
The client is honest in the preliminary discussions with the contractor about the competition from other consultants, the criteria that apply for selection and the term within which the choice is made.
The client stands for a responsible assignment policy
The client is diligent in providing solicited and unsolicited information that is necessary for the proper and efficient execution of the assignment.
The client acts as a reliable partner by fulfilling agreements on time and in full, including the payment of invoices.
Quotations from the contractor are based on the information provided by the client. The client guarantees that to the best of its knowledge it has provided all information essential for the design, execution and completion of the assignment. The quotations made by the contractor are without obligation and valid for 30 days, unless indicated otherwise. The contractor is only bound by the quotations if the acceptance thereof is confirmed in writing by the other party within 30 days, unless indicated otherwise.
The prices stated in the quotations mentioned above exclude VAT, other government levies, as well as other expenses incurred for the assignment, such as shipping and administration costs, unless indicated otherwise.
If the acceptance deviates (on minor points) from the offer included in the quotation, the contractor is not bound by it. In that case, the agreement will not be created in accordance with this deviating acceptance, unless the contractor indicates otherwise.
A partial price list does not oblige the contractor to perform part of the assignment against a corresponding part of the specified price.
Quotations do not automatically apply to future assignments.
6 Provision of information and cooperation by the client
The client shall ensure that all data and information, which the contractor indicates are necessary or which the client should reasonably understand to be necessary for the execution of the assignment, are provided in a timely manner to the contractor in the form and manner they were requested.
If the data and information required for the execution of the contract have not been provided to the contractor, or have not been provided in a timely or proper manner, the contractor has the right to suspend the execution of the contract for services or charge the client for extra costs resulting from the delay in accordance with the usual rates.
The client is obliged to immediately inform the contractor about facts and circumstances that may be important in connection with the execution of the assignment.
The client guarantees the correctness, completeness and reliability of the information and data provided to the contractor by or on behalf of them.
If the contractor so requests and the request as such naturally arises from the nature and content of the assignment, the client will make available, free of charge, employees of the client’s own organization who are or will be involved in the contractor’s work.
If the contractor so requests and the request as such naturally arises from the nature and content of the work, the client will make its own workspace available to the contractor free of charge.
7 Conclusion of a contract for services
The contract for services is in effect from the moment that the contract is signed by the parties, the assignment confirmation and the data and information necessary on the basis of laws and regulations have been received by the contractor.
The contract for services is a written agreement between the client and the contractor that contains, where applicable, at least the following agreements about the content and performance requirements of the assignment:
A description of the content and limits of the assignment
The purpose of the assignment
8 Execution of the assignment and the involvement of third parties
The contractor will perform the work in the context of the assignment, to the best of their knowledge, expertise and ability.
Insofar as is necessary for the proper execution of the assignment, the contractor has the right to have (parts of) the work performed by third parties. He does this in consultation with the client, and he will do his best to honour the agreed commitments and quality targets.
The contractor accepts no liability for the work performed by third parties, insofar as they have entered into an agreement with the client themselves.
The contractor is not liable for damage caused by relying on incorrect and/or incomplete data provided by the client, unless the incorrectness or incompleteness of the data should have been known to him.
If it has been agreed that the assignment will be performed in phases, the contractor may suspend the execution of those parts belonging to a following phase until the client has approved the results of the preceding phase in writing.
The client accepts that the time schedule and the costs of the assignment can be changed if the parties agree in the interim that the approach, working method or scope of the assignment or the resulting activities will be expanded or changed. Additional work must be confirmed by the client as an additional assignment. If the client has not provided confirmation with fourteen days after a written reminder to do so, the contractor is entitled to terminate the contract immediately and without legal intervention, without being held to any damage compensation toward the client.
If the contractor or third parties engaged by the contractor for the assignment are performed at the client’s location or a location designated by the client, the client will provide the facilities reasonably desired by those employees free of charge.
9 Contract duration; execution period and end of the contract
The parties enter into the contract for an indefinite period of time, unless otherwise agreed in writing.
If a term has been agreed upon within the duration of the assignment for the completion of certain activities, this is not a strict deadline. If the execution term is exceeded, the client must therefore give the contractor written notice of default.
In a financial sense, the assignment is concluded as soon as the final settlement has been approved by the client or the last contractually agreed payment term has been invoiced by the contractor.
10 Premature termination of the contract
The parties may prematurely terminate the contract unilaterally if one of them is of the opinion that the assignment can no longer be performed in accordance with the contract for services and any subsequent additional agreements. This must be communicated to the other party with reasons and in writing. The contractor or the client may only make use of the authority to terminate early if, as a result of facts and circumstances that are beyond the control of the terminating party or cannot be attributed to him, completion of the assignment cannot reasonably be expected. The contractor retains the right to payment of the invoices for the work performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the client if possible and subject to change. Insofar as this entails additional costs, these will be charged.
In the event that one of the parties becomes bankrupt, requests a suspension of payments or ceases operating, the other party has the right to terminate the contract without a period of notice, with the reservation of all rights.
11 Registration and cancellation of training activities
Registration for a training activity takes place by submitting a registration form on the Event Safety Institute website, or by submitting one or more registrations in writing by email or letter. Registration is only final if it has been confirmed in writing by Event Safety Institute. Written confirmations are sent to the natural or legal person who submitted the application (the applicant).
Failure to participate in a training activity on the date on which one is placed is considered a cancellation (even if the same activity is participated in at a later time). Cancellation must be made in writing.
Participation in an Event Safety Institute training activity can be cancelled free of charge up to three months before the start. In case of cancellation between one and three months before the start, 50% of the participation costs will be charged to the applicant. In case of cancellation within one month before the start, 100% of the participation costs will be charged to the applicant. With due observance of Article 12.2, a participant may be replaced.
Event Safety Institute reserves the right to move or cancel training activities to another date without giving any reason. If a training activity is moved or cancelled, applicants will be informed within seven working days. Any training costs already paid will be refunded at the request of the applicant.
12 Placement/admission training activities
Training activities offered by Event Safety Institute will only take place if there are sufficient registrations. If there are more registrations than can be placed, the order of registration is used to determine which participants can participate in the training activity. Event Safety Institute determines the minimum required and the maximum number of participants per training activity.
Admission to a training activity may depend on a selection procedure of Event Safety Institute, in which knowledge or skill level is tested. In addition, a minimum level of education may be required, proof of which must be shown at the request of Event Safety Institute.
If the parties have not agreed otherwise in writing, the contractor will determine its rate according to its hourly rate. This rate is also included in the contract for services between the parties.
The contractor’s rate includes the costs of secretarial work and telephone costs. Travel time is only counted outside the Netherlands. All travel and accommodation costs will be declared by him according to agreements in the contract for services.
If the assignment does not have a fixed fee, the contractor will only charge for the time actually spent and if the quoted amount is about to be exceeded by more than 5%, he will invoice this after consultation with the client.
All prices are exclusive of VAT. A VAT rate of 21% applies to the services and training activities of Event Safety Institute, unless explicitly stated otherwise.
If the contractor agrees on an hourly rate with the client, the contractor is nevertheless entitled to increase this rate without the client being entitled to dissolve the contract for services for that reason, if the increase in the price results from a right or obligation under the law, regulations or on other grounds that were not reasonably foreseeable when the contract was entered into.
The contractor may – without prior written notification – increase the rate agreed in the quotation as of 1 January of each calendar year by a maximum of the percentage of inflation in the previous year provided by the CBS (Statistics Netherlands). If price increases are higher than inflation, the contractor may also increase prices accordingly. The client may cancel the contract when there is an annual increase of more than 10%. He may not do this if the increase arises from regulatory requirements.
The contractor will inform the client in writing of its plans to increase the rate, including the amount and the effective date.
If the client does not agree with the planned increase of more than 10%, he may cancel the contract, in writing, within two weeks after the notification thereof, per the effective date of the increase stated in the notification from the contractor.
14 Payment terms
Payment by the client must be made within the agreed terms, without deduction, discount or set-off, but in no case later than fourteen days after the invoice date. Payment must be made by transfer to a bank account to be designated by the contractor.
If the client has not paid within fourteen days of the invoice date, the contractor is entitled, after he has given the client at least one reminder to pay, without further notice of default and without prejudice to the other rights of the contractor, to charge the client statutory interest from the due date until the date of full payment.
All reasonable judicial and extrajudicial costs (collection) costs incurred by the contractor as a result of the client’s non-compliance with its payment obligations will be borne by the client.
If the contractor is of the opinion that the client’s financial position or payment record gives it a reason to do so, the contractor may demand that the client immediately provide (additional) security in a form to be determined by the contractor. If the client fails to provide the required security, the contractor shall be entitled, without prejudice to its other rights, to suspend the further performance of the contract forthwith and all amounts owed to the contractor by the client of any nature and for any reason shall become immediately due and payable.
In the event of a joint assignment, clients are jointly liable for payment of the invoice amount, insofar as the consultancy work has been performed for the benefit of the joint clients, regardless of the name on the invoice.
In case of liquidation, bankruptcy, confiscation or suspension of payment of the client, the contractor’s claims on the client shall immediately become due and payable.
15 Attracting or hiring mutual staff
During the execution of the assignment or within one year after termination of the assignment, none of the parties may employ or otherwise allow the other party’s personnel who are (or have been) involved in the assignment to be employed by him or others, except in consultation with the other party.
16 Retention of title
All goods delivered by the contractor, such as designs, sketches, drawings, films, software, reports and (electronic) files, remain the property of the contractor until the client has fulfilled all its obligations.
The client is not authorised to pledge or otherwise encumber the items subject to retention of title.
If third parties seize the goods delivered subject to retention of title or if they want to establish or enforce rights thereon, the client must inform the contractor of this as soon as can be expected.
The client is obliged to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion, water damage and theft and to immediately make the policy of this insurance available for inspection on request.
The goods delivered by the contractor, which according to paragraph 1 of this article, fall under the retention of title, may only be resold in the context of normal business operations, but never be used as a means of payment.
If the contractor wishes to exercise its property rights referred to in this article, the client gives unconditional and irrevocable permission to the contractor – or third parties to be designated by it – to enter all locations where the properties of the contractor are located in order to take back these items.
Complaints about the work or training activities performed must be reported to the contractor in writing by the client within two weeks of the invoice date and no later than three weeks after the completion of the work or training activities concerned. The notice of default must contain as detailed a description as possible of the shortcoming so that the contractor can respond adequately.
If a complaint is justified, the contractor will still perform the work as agreed, unless this has demonstrably become meaningless. The latter must be made known to the client in writing. If a complaint about training activities is justified, Event Safety Institute will offer the participant an appropriate form of compensation.
If it is no longer possible or useful to perform the agreed work or follow the relevant training activity, the contractor is liable, within the limits of Article 19.
18 Return of goods made available
If the contractor has made goods available to the client during the execution of the assignment, the client must return the delivered goods at his written request within 14 days in their original condition, free of defects and in full. If the client fails to comply with this obligation, all costs arising from it will be for his account.
If the client remains in default after he has received a reminder, the contractor may recover the resulting damage and costs, including the costs of replacement.
The contractor is liable for shortcomings in the performance of the assignment insofar as these are the result of the contractor’s failure to observe the care, expertise or professionalism that may be considered in the context of the assignment in question.
If the contractor should be liable, this liability is limited to the amount of the fee that the contractor has received for the work in the context of the assignment.
For assignments with a lead time longer than six months, a further limitation of the liability referred to here applies to a maximum of the invoice amount for the last six months.
The contractor is not liable for damage of any nature, arising due to the contractor being provided false and/or incomplete data by the client.
With due observance of the other paragraphs of this article, the contractor is only liable for direct damage. Under direct damage, only the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to oblige the contractor to rectify inadequate performance relating to the contract, in as much as it can be attributed to the contractor, and reasonable costs incurred to prevent or limit damage, to the extent that the client shows that these costs have resulted in the limitation of direct damage as provided for in these terms and conditions. The contractor is never liable for indirect damage, including consequential loss, loss of profits, missed savings and damage due to company stagnation.
Any claims by the client in the sense referred to here must be submitted within one year after the discovery of the damage, failing which the client has forfeited his rights.
The client indemnifies the contractor of any claims by third parties who suffer damage in relation to the execution of the contract and whose cause is attributable to other parties than to the contractor. If third parties refer to the contractor in this regard, the client is obliged to assist the contractor both inside and outside of a legal context, and to immediately do what can reasonably be expected in such a case. Should the client fail to take adequate measures, then the contractor is entitled to take these measures himself, without prior notice. All costs and damages incurred on the part of the contractor and third parties are for the account and risk of the client.
21. Force majeure
Parties do not have to fulfil their obligation if they are hindered by circumstances that cannot be attributed to fault, and for which they cannot be held accountable by virtue of the law, a juristic act, or generally accepted practice.
Force majeure is understood to mean – in addition to what is understood in the law and jurisprudence – all external causes, foreseen or unforeseen, over which the contractor has no influence, but as a result of which it is unable to fulfil its obligations. Strikes at the contractor’s company, illness and/or incapacity for work and, for example, unforeseen failure of flight/travel connections are also included.
The contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after he should have fulfilled his obligations.
Parties involved may postpone their obligations during the occurrence of a force majeure. If the occurrence of a force majeure lasts longer than two months, then all parties are entitled to dissolve the contract, without the obligation to pay compensation to the other party.
If the contractor has already partially fulfilled his obligations at the time of force majeure or will be able to fulfil them, he may invoice this part. The client then pays this invoice as if it were a separate assignment.
Both parties are obliged to keep confidential information that they have received for the assignment. Information is considered confidential if this has been indicated by the other party or if this is apparent from the (type of) information.
If the contractor has to provide confidential information to third parties – designated by law or the competent court in accordance with a legal provision or a court decision – and he cannot invoke a right of non-disclosure recognized or permitted by law or by the competent court, then he is not obliged to pay compensation or indemnification and the other party is not entitled to dissolve the contract on the basis of the damage that has arisen as a result.
23 Intellectual property and copyright
The contractor retains the rights and privileges that are granted to them pursuant to the Copyright Act and other intellectual property laws. The contractor has the right to use the knowledge acquired, during the execution of a contract, for other purposes, insofar as no strictly confidential information of the client is given to third parties.
In case of disputes arising from this contract or from contracts based on it, the parties will try to resolve them in the first instance with the help of mediation by a party to be designated by mutual consent. All this in accordance with the regulations of the Netherlands Mediation Institute Foundation in Rotterdam, which apply at the start of the Mediation. The costs for Mediation are borne equally by the parties.
If it proves impossible to resolve such a dispute with the help of Mediation, the dispute will be settled by the competent court.
25 Applicable law
Dutch law applies to every assignment between the contractor and the client. Even if a commitment is made abroad, in full or in part, or when the client resides or is based abroad.
These conditions have been filed with the Chamber of Commerce, where the contractor is registered. The most recently filed version or the version that applied at the time the contract was concluded is always the version that is in effect.