Algemene voorwaarden

THE BOOST COMPANY B.V.

GENERAL TERMS AND CONDITIONS (effective as of 1 September 2022)**

Definitions

Client: the legal entity or natural person who gives or has given The Boost Company B.V. the Assignment to organise or execute a Meeting.

Contractor: The Boost Company B.V., which accepts the Assignment for the organisation or (partial) execution of the Meeting and or acts as an intermediary in organising the Meeting. The term (partial) execution includes providing lectures, chairing events, performing presentation work, performances, training sessions, workshops, clinics, interviews, providing advice and consultancy, and any other activities agreed upon by the parties.

Meeting: a congress, symposium, seminar, study day, meeting, information session, anniversary, company opening, course, company outing, teambuilding, party, family day, reunion, workshop, clinic, or any other event or activity for which the Client commissions the Contractor.

Assignment: the proposal, offer and agreement between Client and Contractor for the (partial) organisation or (partial) execution of a Meeting.

Article 1. Applicability of these General Terms and Conditions

1.1 These general terms and conditions apply to every Assignment between Contractor and Client.

1.2 If any provision of these general terms and conditions is void or annulled, this does not affect the validity of the remaining provisions. Parties shall replace the invalid or annulled provision with one that matches the original intention as closely as possible.

1.3 The applicability of the Client’s general terms and conditions is expressly rejected, unless otherwise agreed in writing in the offer and or order confirmation.

1.4 These terms also apply to third parties engaged by the Contractor for the organisation or execution of (part of) the Meeting. These third parties may rely on these terms directly to limit their liability towards the Client.

Article 2. Offer, Information and Engagement of Third Parties

2.1 All offers, quotations and cost estimates from the Contractor are non binding unless stated otherwise in writing.

2.2 All information and or specifications provided by the Contractor are approximate unless expressly and in writing stated otherwise. If cost estimates from third parties are mentioned, these never bind the Contractor.

2.3 The Contractor is authorised to engage third parties for the execution of the Assignment.

2.4 If an offer is not followed within 14 days (or another period explicitly stated) by a written order or an email order confirmed by the Contractor, the Assignment is considered not concluded.

Article 3. Obligations of the Client

3.1 Participation in a Meeting organised and or executed (partially) by the Contractor is at the participant’s own risk.

3.2 The Client and participants must follow all instructions of the Contractor. Any damage resulting from failure to follow instructions is entirely at the risk and expense of the participant and or Client.

3.3 Unless agreed otherwise, if the Client arranges the location, they must ensure at their own cost that sufficient safety measures are in place. Even if agreements were made beforehand, the Contractor may impose additional safety requirements if circumstances change.

3.4 Anyone who participates actively or passively must have liability insurance.

The Client is required to hold a standard business liability insurance and to ensure that Contractor’s staff and provided materials are co insured.

3.5 The Client must provide all information necessary for execution of the Assignment on time and guarantees the accuracy and completeness of the information supplied.

3.6 The Client is not entitled to any compensation if:

a) the Client has not complied with Article 3.3 and or 3.4 and the Contractor decides to cancel (part of) the Assignment,

b) the Client has not complied with Article 3.3 and or 3.4, the Contractor has notified the Client in writing and the Client still wishes to proceed.

3.7 In accordance with Article 9, the Client is responsible for paying fees related to third party intellectual property rights (including but not limited to Buma rights) for all intellectual property they provide to the Contractor.

3.8 If the Client arranges the location, the Client is responsible for obtaining all required permissions or permits.

3.9 The Client is responsible for the actions or omissions of third parties they engage or invite, being all persons not engaged by the Contractor.

Article 4. Liability of the Contractor

4.1 The Contractor is not liable for any damage arising from reliance on incorrect or incomplete information provided by the Client.

4.2 The Contractor is only liable for damage:

i) if covered by its liability insurance and only up to the insured amount plus the deductible, or

ii) if caused by intent or gross negligence by the Contractor or its employees.

4.3 If no intent or gross negligence is present and the insurance does not pay out, the liability is limited to direct damage only, up to the invoice amount of the Assignment. Liability for indirect damage is expressly excluded.

4.4 The Contractor is never liable for damage caused by executing service providers or suppliers, including their personnel, engaged for or in connection with the Assignment.

4.5 Any claims must be submitted in writing within two months of the Client becoming aware of the damage, otherwise they expire.

4.6 The Client indemnifies the Contractor for claims by third parties (including employees, participants or visitors) who suffer damage in connection with the Assignment.

4.7 Any advice given by the Contractor is always non binding and following such advice is at the Client’s own risk.

4.8 The Contractor is not liable for participant attendance.

4.9 The Contractor is not liable for damage to goods made available by the Client nor for damage to or loss of personal items. The Client must insure this properly.

Article 5. Force Majeure

5.1 Circumstances beyond the Contractor’s control that make execution unreasonable (such as extreme weather, revoked permits, national mourning, pandemics) give the Contractor the right to suspend or terminate the Assignment without liability for damages. Contractor retains the right to reimbursement of costs. The Contractor advises the Client to insure against such risks.

5.2 If execution of the Assignment depends on a specific person (for example, a speaker) and this person cannot attend due to force majeure, the Contractor will make every effort to provide a suitable replacement.

5.3 If replacement is not possible, the Contractor may provide the lecture digitally. If that is also not possible, a pre recorded speech may be provided with a 50 percent discount on the agreed fee.

Article 6. Price, Payment and Cancellation

6.1 Agreed prices exclude VAT and other government levies unless stated otherwise.

6.2 Changes to the original Assignment requested by the Client that increase costs will be charged additionally.

6.3 The Client must provide financial security upon first request of the Contractor.

6.4 Unless agreed otherwise, payment must be made within the payment term on the invoice, typically 30 days. This is a strict deadline. The Client may not suspend or set off payments.

6.5 If no payment is received in time, the Client is in default and owes statutory commercial interest plus administration and collection costs.

6.6 The Client may only cancel the Assignment in writing and must pay the following costs:

a) between 6 and 2 months before the event: 50 percent of the full Assignment amount

b) between 2 months and 1 week before the event: 90 percent

c) within the final week: 100 percent

The Assignment amount includes the original price plus any later agreed changes.

Article 7. Termination and Dissolution

7.1 The Contractor may dissolve the Assignment in whole or in part without notice by written declaration if:

i) the Client is in default of any obligation,

ii) the Client is declared bankrupt,

iii) the Client applies for suspension of payment,

iv) the Client is subject to debt restructuring legislation,

v) the Client ceases or liquidates their business,

vi) a significant part of the Client’s assets is seized,

vii) the Client's business is transferred to a third party.

7.2 All consequences of dissolution are at the Client’s expense. Dissolution does not affect payment obligations for already performed work. The Contractor may claim compensation for damages caused by the Client’s breach.

Article 8. COVID 19 Provisions

8.1 As long as governmental COVID 19 measures apply, the Contractor will make every effort to conduct the Meeting in line with RIVM guidelines. Nevertheless, the Client remains fully responsible for ensuring compliance by their guests. The Contractor cannot be held liable for COVID 19 related consequences.

8.2 Any fines arising from non compliance with RIVM guidelines are for the Client unless caused by intent or gross negligence of the Contractor.

8.3 If the Meeting cannot take place due to COVID 19, it may be rescheduled within one year. Depending on supplier terms, deposits and rescheduling costs may apply. If the Client chooses to cancel while the event could legally take place, the standard cancellation terms in Article 6 apply.

Article 9. Intellectual Property Rights

9.1 The Contractor is and remains the sole holder of all intellectual property rights (including copyrights) on all work developed for the Assignment.

9.2 The Client guarantees that third party rights will be respected. If the Contractor infringes third party rights due to Client actions or omissions, the Client shall indemnify the Contractor and any engaged parties.

9.3 By providing materials or works to the Contractor, the Client grants unconditional permission to use these materials as needed for proper execution of the Assignment.

9.4 The Client and third parties involved may make audio, photo or video recordings unless explicitly prohibited in writing. These recordings may not be used for internal or external communications without prior written permission.

9.5 The Client will respect all third party rights. Any licence fees for the Client’s materials, including BUMA STEMRA or SENA fees, are not included in the Assignment amount unless agreed otherwise and will be borne by the Client.

9.6 The Contractor may make audio, photo and video recordings unless the Client objects in writing. These recordings may be used in internal and external communications unless agreed otherwise.

Article 10. Processing of Personal Data

The Contractor shall process personal data solely for the purpose of executing the Assignment or related purposes, or with the consent of the data subjects. Contractor complies with all applicable privacy laws at all times.

Article 11. Applicable Law and Competent Court

Dutch law applies to all legal relationships between Contractor and Client. Only the court of the district in which the Contractor’s registered office is located has jurisdiction over disputes.

THE BOOST COMPANY B.V.