General Terms & Conditions
TERMS AND CONDITIONS PAUWELS CONGRESS ORGANISERS B.V.
Article 1: Definitions
In these terms and conditions, the following definitions apply:
1. Meeting: the congress, conference, symposium, meeting or other meeting organized by PCO for the Client.
2. Services: the services that PCO provides to the Client, including the organization of Meetings.
3. Client: the party or parties that commissions PCO.
4. Agreement: any agreement between PCO and the Client and any amendment or addition thereto.
5. PCO: Pauwels Congress Organizers B.V., registered in the Chamber of Commerce under number 51297779.
Article 2: Applicability
1. These terms and conditions apply to all offers, quotations, orders, Agreements, Meetings and the Services delivered or to be delivered by PCO.
2. These terms and conditions can only be deviated from in the Agreement.
3. The applicability of terms and conditions of the Client is excluded.
4. If one or more provisions of these terms and conditions are wholly or partially annulled or are invalid, the other provisions will continue to apply in full and the parties will consult in order to agree on new provisions to replace the invalid or annulled provision, whereby as much if possible, the purpose and intent of the original provision is taken into account.
5. PCO has the right to unilaterally change these terms and conditions. PCO will inform the Client in advance about the changes.
Article 3: Quotations and agreements
1. A quotation, offer or other expression of PCO is without obligation.
2. Quotations issued by PCO are valid during the term stated in the quotation. In the absence of a term in the quotation, the quotation is valid for 30 days, counting from the date stated on the quotation.
3. PCO bases its offers, expressions and quotations on information from the Client. If the Client provides information too late or not at all, or if the information provided is incorrect or incomplete, PCO has the right to change offers, expressions or quotations.
4. PCO has the right to unilaterally change obvious mistakes and/or errors in an offer, statement, quotation or Agreement.
5. The Agreement is concluded the moment PCO confirms its conclusion or commences with the provision of services.
Article 4: Changes and additional work
1. Changes in or additions to the content of the Agreement, including the applicable terms and conditions, are only effective if they have been recorded in writing between PCO and the Client. In writing is also understood to mean by e-mail.
2. Additional work and budget overruns will be submitted to the Client as soon as they can be foreseen. Where possible, efforts are made to prevent this. They are for the account of the Client, unless expressly agreed otherwise in writing.
Article 5: (In)direct representation
1. Insofar as PCO requires services from third parties in the context of the implementation of the Agreement, PCO will always do so in the name and at the expense of the Client. In the event that PCO obtains personnel, services or goods from third parties in its own name and for its own account in connection with the performance of the Agreement, the Client guarantees PCO the payment of the consideration due to the third party and will indemnify in this regard.
2. PCO is not responsible or liable for the acts or omissions of third parties involved in the provision of services in the name of the Client. The Client engages those third parties at its own expense and risk. Any breach of contract or wrongful act must be dealt with directly with the third party concerned.
Article 6: Payment and pledge
1. All prices are exclusive of turnover tax (VAT) and other levies that have been or will be imposed by the government.
2. All amounts made known by PCO are in euros and payments must be made in euros.
3. If several natural and/or legal persons jointly instruct PCO, each of them is jointly and severally liable towards PCO to fulfill the Agreement.
4. Payment of PCO's invoices must be made within the terms stated on the invoice. If no term is stated on the invoice, a payment term of thirty days after the invoice date applies.
5. The payment term is a strict deadline. If the Client does not pay or does not pay on time, the Client owes contractual interest of 2% per month on the outstanding amount up to and including the day of full payment, without a reminder or notice of default being required. Parts of a month are considered a full month in this case. Where appropriate, the Client shall also owe all extrajudicial collection costs, which shall be fixed at 10% of the amount due with a minimum of €100.
6. The Client is not entitled to suspend any payment, nor to set off any amounts owed.
7. All goods delivered to the Client remain the property of PCO until all amounts owed by the Client to PCO under the Agreement have been paid in full to PCO. The Client is not authorized to pledge or in any other way encumber the items subject to retention of title.
8. In the event of bankruptcy of the Client, any claim by PCO is immediately due and payable in full.
9. As security for the fulfillment of its obligations, the Client hereby grants an unconditional pledge on the claims that the Client has against the Stichting Registratiegelden Derden or on the balance of the bank account opened by PCO on behalf of the Client for the collecting of registration and sponsorship fees for the benefit of the Meeting. Insofar as any cooperation from the Client is required for the establishment of the pledge, the Client undertakes to provide this cooperation free of charge and at PCO's first request.
Article 7. Term of the Agreement
1. If the parties have concluded an Agreement without agreeing on a duration, then the Agreement is concluded for one Meeting and until the end of that Meeting.
Article 8: Cancellation and termination
1. Full or partial cancellation or termination of the Agreement by the Client must be effected by registered letter and is only possible insofar as the anticipated start of the Meeting is more than 1 month from the date of receipt of the registered cancellation letter by PCO. The date of receipt of the registered cancellation letter by PCO is used to determine the cancellation costs.
2. Without prejudice to the provisions of paragraph 3 of this article, the following formula applies in the event of cancellation with regard to the part of the costs not covered by paragraph 3:
cancellation fee= ----------- x 0.6
The amount of the "amount" is the total of the amount stated in the Agreement in the cost overview plus any changes or additional work as referred to in Article 4 and less payments already made; "months" is the number of months from receipt of the registered cancellation letter until the scheduled start of the Meeting.
3. In addition to these cancellation costs, the Client also owes the amount that PCO must pay, insofar as this is not included in the cost overview, with regard to costs for personnel services or goods of third parties that have already been incurred for the purpose of the Agreement.
Article 9. Performance of the Agreement
1. PCO needs information and materials from the Client to provide its Services. The Client is obliged to supply all information and materials completely, correctly and on time. Delivery of Services or the commencement thereof will only take place after PCO has received the information, materials and data required for the service from the Client.
2. All permits required for the Meeting must be requested by the Client. The Client is responsible for this. The Client bears the costs of the application and/or maintaining the permit(s).
3. In the event of relevant changes on the part of the Client or in the information provided by the Client, the Client must immediately inform PCO thereof.
4. If the Client does not provide the required information and materials or does not deliver them on time, if the information and materials provided by the Client are incomplete or incorrect or if the required permit has not been obtained by the Client in time, this may result in a delay in the service. that is not attributable to PCO. The client indemnifies PCO for the damage that arises as a result and reimburses any costs that the delay entails.
5. Client will behave professionally and refrain from behavior and/or actions that (potentially) (1) harm PCO and/or other visitors to and/or parties to the Meeting, (2) are considered offensive or (3) damage PCO's reputation in any way. All content and materials supplied or displayed by the Client at the Meeting must meet the same standards. The client is liable for and indemnifies PCO for damage caused by failure to comply with this obligation.
6. PCO has the right to have the Agreement performed in whole or in part by third parties. PCO will discuss this in advance with the Client where reasonably possible.
7. Agreed terms of delivery by PCO are indicative and never apply as strict deadlines. Before PCO is in default, PCO must be given notice of default and PCO must not have fulfilled its obligations within the set reasonable term.
Article 10. Confidentiality
1. The parties are obliged to maintain confidentiality of all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the Agreement, from each other or from another source, of which it can reasonably be understood that disclosure or communication to third parties could cause damage to PCO or the Client. Third parties involved in the implementation of the Agreement will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.
2. Quotations, offers, Agreements and advice originating from PCO or third parties are in any case of a confidential nature.
3. Information must in any case be regarded as confidential if it has been designated as such by one of the parties.
Article 11. Anti-Bribery and Anti-Corruption
1. The parties will act in accordance with all (applicable) laws and regulations, in particular in the field of anti-bribery and/or anti-corruption laws and regulations. The parties shall neither actively nor passively accept, promise or offer any form of bribe(s) and shall not accept, promise or offer any gifts, payments, promises, benefits and/or other benefits for the Meeting, any official and/or any other party.
Article. 12. Privacy
1. All personal information that PCO processes in the context of its services will be treated in accordance with the General Data Protection Regulation (GDPR).
2. PCO may process personal data for the provision of Services, in which case it shall act as the controller. PCO processes the personal data in accordance with the GDPR and its privacy statement. Insofar as the Client provides PCO with personal data, the Client will ensure that there is a valid processing basis for that provision and the Client will request permission from those involved when necessary.
3. The Client indemnifies PCO against unlawful processing or other violations of the GDPR, insofar as these can reasonably be attributed to the Client.
Article 13. Intellectual property
1. PCO reserves all intellectual property rights that accrue to it under the relevant laws and regulations and/or agreements, including but not limited to copyright on advice, documents, images, designs, drawings and presentations.
2. If the Client writes or otherwise provides a reference or review for PCO, or insofar as the Client's (trade) names, logos and/or brands appear on event photos, the Client grants PCO a perpetual, royalty-free, worldwide, non-transferable, non-exclusive and non-sublicensable license to use the Client's (trade) name, logo and any brands for promotion and the acquisition of (new) assignments.
3. The Client grants PCO a non-exclusive (sub) license for the use of the Client's intellectual property rights, including copyrights and trademarks, for the duration of the Meeting and the organization thereof insofar as the use of those intellectual property rights is necessary for PCO to comply with its obligations under the Agreement.
4. The Client is responsible for obtaining the necessary licenses, exploitation rights or performance rights and for the payment of the associated costs and rights to copyright holders or other entitled parties with regard to intellectual property rights.
5. The Client indemnifies PCO against claims from third parties in respect of infringement of the intellectual property rights described under paragraphs 2 to 4 of this article.
Article. 14 Warranties
1. PCO has a best efforts obligation to fulfill the Agreement.
2. The Services are provided as is, without any guarantees as to the completeness and correctness of the Services provided.
3. The Client guarantees that the information and materials provided by him may be provided by him for the performance of the Agreement and that such information and materials do not infringe (intellectual property) rights of third parties. The Client indemnifies PCO for the damage that PCO suffers if the Client does not comply with this.
4. If the information, materials and files provided by the Client contain viruses, malware or defects, the Client will compensate PCO for damages and losses caused thereby.
Article 15. Liability and indemnification
1. PCO excludes its liability for all indirect damage and consequential damage arising from the Services or otherwise related to the execution of the Agreement, including its liability for mutilated or lost data, unless this damage is due to intent or conscious recklessness on the part of PCO executives.
2. Insofar as PCO's liability is not excluded on the basis of Article 12.1, if the provision is not valid, or in the event of direct damage, PCO's liability is limited to what the insurer pays out in the given case, increased by the deductible of PCO. If the insurer does not pay out for whatever reason, PCO's liability is limited to a maximum of the amount that the Client owes or was due to PCO under the Agreement and has paid, with a maximum liability of € 5,000 per event. A series of connected events counts as one event. The amount for which PCO is held liable in the appropriate case is reduced by any sums insured by the Client.
3. The claim for liability of PCO must take place in writing and at the latest within 30 days after the shortcoming on the part of PCO or the damage-causing fact was discovered or could reasonably have been discovered. The liability claim must be accompanied by a detailed description of the grounds that led to liability and, where possible, an estimate of the damage suffered. If these requirements are not met, the Client's right to compensation will lapse.
4. PCO will manage the materials entrusted to it with due care, such as equipment, sound and image carriers, documents and other materials and machines of the Client or third parties. However, PCO excludes its liability for loss, theft or damage to materials made available to PCO, regardless of the cause, except in the case of intent or gross negligence on the part of PCO executives. The Client must itself ensure adequate insurance for the materials concerned.
5. The client further indemnifies PCO against damage:
a. which PCO suffers as a result of the Client refusing or hindering PCO's services in any way, and;
b. that arises as a result of the Client's actions contrary to the Agreement, these terms and conditions or the instructions of PCO.
Article 16: Suspension and dissolution
1. Without PCO being obliged to pay any compensation and without prejudice to any further rights to which it may accrue, including the right to full compensation, PCO is authorized at its discretion to immediately suspend the performance of the Agreement in whole or in part or to terminate the Agreement in whole or in part without a notice of default and judicial intervention being required, by means of a written notification to the Client in the event of:
a. moratorium or bankruptcy of the Client or an application thereto;
b. partial or complete sale or termination of the Client's business;
c. attachment of the Client's assets or objects intended for the execution of the Agreement;
d. any failure by the Client in the fulfillment of any obligation under the Agreement and/or these terms and conditions;
e. late payment by the Client as described in these terms and conditions;
f. fraud by the Client or a request from the Client to cooperate in fraud;
g. violation of laws by the Client or a request by the Client to violate any laws;
h. threat, intimidation or otherwise inappropriate and/or undesirable behavior by the Client towards PCO or other parties involved in the Agreement, including to PCO.
Article 17: Force majeure
1. If PCO is prevented from fulfilling the Agreement due to force majeure, it is entitled to suspend the performance of the Agreement as long as the force majeure lasts. In that case, the Client is not entitled to compensation for damages, costs and/or interest.
2. Force majeure is understood to mean circumstances that prevent PCO from fulfilling its obligation in whole or in part and which are not attributable to PCO. This includes disruptions in PCO connections and networks, disease outbreaks, fire, third-party default, strikes, natural disasters, government measures or terrorism.
3. PCO has the right to invoke force majeure if the situation of force majeure occurs after it should have fulfilled its obligations under the Agreement.
4. If the situation of force majeure lasts longer than 30 days, PCO and the Client have the right to terminate the Agreement concerned in writing. That which has already been delivered by PCO will be settled proportionately. In such a case, PCO may also charge the Client for the cancellation costs actually incurred and charged by third parties.
5. The Client cannot invoke force majeure on its part in the event that (an) important speaker(s) does not appear, the number of visitors or participants is disappointing or comparable circumstances.
Article 18: Explanation, applicable law and disputes
1. The Dutch text of the terms and conditions and of the Agreement is decisive for the interpretation thereof.
2. All issues, commitments and disputes between parties arising from or relating to the Agreement are exclusively governed by Dutch law.
3. All disputes between the parties will be adjudicated exclusively by the competent Dutch court of the Oost-Brabant District Court, location 's-Hertogenbosch.
Maastricht, December 2021