Terms and Conditions

Terms and Conditions of Bootuitjes.nl in Amsterdam, governing the agreements to be concluded with Clients and third parties within the framework of the business operations of its members, filed with the Chamber of Commerce in Amsterdam.

Article 1 Definitions

In these general terms and conditions of sale, and in any agreement to which they apply, the following definitions shall apply:

1.1 Client: the (legal) person who has issued an order to the Contractor for advice on, organisation of, or execution of an event or any other service or activity falling within the business operations of the Contractor.

1.2 Contractor: the counterparty of the Client and user of these general terms and conditions of sale.

1.3 Agreement: an agreement between the Contractor and Client for advice on, organisation of, or execution of an event (or any other service or activity falling within the business operations of the Contractor), the additions and/or amendments to the aforementioned agreements agreed in writing, as well as all (legal) acts in preparation of the aforementioned agreements.

1.4 Commencement Moment: The date and/or time at which the event to be organised and/or executed by the Contractor pursuant to the agreement (or any other service or activity falling within the business operations of the Contractor) takes place or commences, or – in the case of the development of concepts – the date of delivery of the concept. If the agreement provides that multiple (sub)events / (sub)activities are to be organised and/or executed within the framework of the agreement, the commencement moment shall be the date and/or time at which the (sub)event / (sub)activity takes place or commences for each (sub)event / (sub)activity.

1.5 In writing: sending communications by ordinary mail, registered mail, fax, or email, as well as the handing over of written communications, all at the expense and risk of the sender.

1.6 Order Sum: The amount charged by the Contractor to the Client for the execution of the agreement, including amounts charged to the Contractor by third parties and/or other claims of third parties and excluding turnover tax (VAT).

1.7 Artist: any artist (in the broadest sense), speaker or musician, alone or as part of a group, who has committed themselves to the contractor to give a performance.

1.8 Employee: any natural person who, through the intervention of the Contractor, performs or will perform work for the Client. Employees include, but are not limited to, employees of the Contractor and on-call workers, freelancers, artists, actors and models engaged by the Contractor.

Article 2 Applicability of the conditions

2.1 These general terms and conditions apply to every request made by the Client to the Contractor for an offer, to the offer issued by the Contractor, to orders from the Client, and to all agreements to be concluded and concluded by the Contractor with the Client, or to (legal) acts to be performed and/or performed for the benefit of the Client, including agreements that the Contractor concludes with third parties in this regard.

2.2 If the Client does not reject the applicability of the Contractor’s general terms and conditions in writing within five working days after the Contractor has declared these conditions applicable, and the Contractor has received this notice (within those same five working days), the Client shall be deemed to have accepted the applicability of the Contractor’s general terms and conditions. The Contractor expressly rejects any reliance on and/or applicability of general terms and conditions other than its own.

2.3 Provisions deviating from (or supplementing) the Contractor’s general terms and conditions shall only apply if and insofar as they have been expressly accepted in writing by an authorised representative of the Contractor.

2.4 If a provision of these terms and conditions of sale (and/or a deviating/supplementary provision agreed upon) is found to be null and void or is annulled, this shall not affect the validity of the remaining provisions of these terms and conditions of sale (and any provisions agreed upon further). In such a case, the null and void or annulled provision shall be replaced in these terms and conditions of sale (and in agreements still to be concluded) by a provision that closely matches the intention of the parties.

Article 3 Quotation, order, assignment and engagement of third parties

3.1 All offers, price quotations, cost estimates, etc. of the Contractor, whether separately or in price lists, made verbally, in writing, by telephone, fax, email or in any other manner, are entirely without obligation and may therefore be revoked by the Contractor.

3.2 All information and/or specifications provided with an offer, etc. are always approximate and are only binding on the Contractor if this has been expressly stipulated in writing in that offer, etc.

3.3 If an offer, etc. from the Contractor is not followed within 14 days (or, where applicable, the – different – period explicitly indicated in that offer, etc.) by a written order or an order by email and confirmed by the Contractor, it shall lapse.

3.4 The Contractor reserves the right, even after acceptance of the offer by the Client, to revoke the order placed with it without any formality. Such revocation shall take place immediately after the Contractor has received the acceptance.

Article 4 Delivery of goods

4.1 Delivery of goods shall take place at the agreed location for the agreed purchase price. Unless expressly agreed otherwise in writing, the costs of transport, insurance, lifting and hoisting work, hire of temporary facilities, etc. are not included in the purchase price of the goods.

4.2 The risk of loss, theft and damage to the goods shall pass to the Client upon delivery to the Client. If a carrier is used for the delivery, whether or not at the request or on the instructions of the Client, the risk of loss, theft and damage to the goods shall pass to the Client at the moment of handover of the goods to the carrier.

4.3 The Contractor shall package the goods in accordance with its usual standards. If the Client requires a special method of packaging, the additional costs associated with this shall be at its expense. The Client shall handle packaging materials released from products supplied by the Contractor in a manner consistent with the applicable government regulations. The Client indemnifies the Contractor against claims for non-compliance with such regulations.

Article 5 Responsibility of the Client

5.1 If the Contractor concludes an agreement with two or more persons or legal entities (such that there are multiple Clients), whereby these (legal) persons each owe the same performance(s) to the Contractor, each of these (legal) persons shall be jointly and severally liable for the fulfilment of the obligations arising from that agreement towards the Contractor.

5.2 The Client undertakes to insure, where possible, all risks associated with its activities and/or actions and/or omissions in connection with the execution of the order, including the activities and/or actions and/or omissions of third parties engaged by it. In any case, the Client is obliged to take out a regular general liability insurance policy and, where applicable, a professional liability insurance policy. Furthermore, the Client undertakes to ensure that the employee(s) engaged by the Contractor in the execution of the agreement and the items made available by the Contractor are co-insured under the aforementioned insurance policies. The Client is obliged to provide copies of the policies of the aforementioned insurances to the Contractor upon first request.

5.3 Unless agreed otherwise, the Client shall, at its own expense, take sufficient measures to safeguard the safety of artists, employees and visitors of an event/activity organised or executed under an agreement. If arrangements have already been made regarding the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements in this regard when changed circumstances (such as, for example, the increased popularity of an artist) so require.

5.4 If the Client takes or has taken insufficient measures to guarantee the safe execution of an event/activity, the Contractor is entitled to cancel the event/activity in whole or in part, without the Client being able to claim any compensation or discount on the order sum agreed with the Contractor.

5.5 The Client is responsible for the payment of the Buma rights. See also article 13.4.

5.6 The Client’s statement of (the accuracy of) measurements, specifications and/or other information related to the execution of the agreement is at the Client’s risk.

5.7 The Client is at all times responsible for all advertising statements, promotional statements (including but not limited to advertisements), promotional concepts or ideas developed, invitations to events/activities, etc. made in connection with the execution of the agreement, regardless of whether the Client has been advised by the Contractor and also regardless of whether all or part of this has been carried out by the Contractor.

5.8 The Client is responsible for obtaining any third-party permissions or permits required for the execution of an agreement, unless agreed otherwise in writing.

5.9 The Client is itself responsible for the actions and omissions of visitors of an event/activity organised or executed by the Contractor under an agreement.

5.10 The Client indemnifies the Contractor against all claims of third parties (including, but not limited to, participants in and visitors to events/activities) for damage suffered by these third parties during or in connection with the execution of the agreement, unless (and insofar as) this damage is exclusively the result of intent or gross negligence on the part of the Contractor or its managers.

Article 6 Responsibility of the Contractor

6.1 The Contractor is entitled to engage third parties in the execution of the order.

6.2 In the event of storage and use, processing and handling of goods entrusted to the Contractor by or on behalf of the Client, the Contractor must exercise the same care as it does in respect of its own goods.

6.3 Notwithstanding the further limitations of liability in the following articles 6.4 to 6.8, the Contractor is not liable for any failure in the execution of any offer and/or agreement, nor for any unlawful act, unless (and insofar as) this is the result of intent or gross negligence on the part of the Contractor and/or its managers.

6.4 The Contractor accepts no liability whatsoever for – the content of – any advice given by it in connection with the execution of the agreement which has been followed by the Client. Such advice is entirely at the Client’s expense and risk. The word ‘advice’ in this provision should be read in the broadest sense.

6.5 The Contractor is never liable for indirect damage, consequential damage or business damage.

6.6 The Contractor is never liable for damage caused by (a failure or unlawful act/omission of) executing service providers and/or suppliers, including the personnel of those service providers and/or suppliers, engaged by the Contractor in connection with or for the execution of – any part of – the agreement.

6.7 In any case, the total liability of the Contractor is limited to a maximum of the order sum of the Contractor or the reasonably expected order sum of the Contractor.

6.8 The above limitations and exclusions of liability set out in articles 6.2 to 6.7 also apply for the benefit of employees of the Contractor and/or third parties engaged by the Contractor.

6.9 Notwithstanding and without prejudice to the provisions of the liability-limiting provisions set out in articles 6.3 to 6.8 above, the possible liability of the Contractor in all cases is limited to the amount for which coverage is provided under the liability insurance taken out by the Contractor for the relevant damage (and only insofar as the insurer actually pays out). The Contractor cannot be held liable for any greater and/or other damage than that for which the liability insurance provides coverage.

Article 7 Complaints

7.1 All complaints must, on pain of forfeiture of rights, be made by registered letter, within two months of: – delivery of the goods and/or services for the activities organised by the Client; – the advice on / organisation of / conclusion of written agreements (including additions and/or amendments, as well as all (legal) acts in preparation of that agreement) for the activities organised by the Client; – the moment at which the defect with regard to the activities organised by the Contractor or the goods and/or services delivered by the Contractor could reasonably have been detected. 7.2 Complaints regarding invoices must also be submitted in writing within 20 days of the invoice date.

Article 8 Retention of title and right of retention

8.1 The Contractor remains the owner of the goods delivered by it until full payment by the Client of all claims of the Contractor has taken place, this being security for payment of all claims. Claims include claims in connection with fulfilment of the agreement and claims regarding interest, penalties and collection costs of the Contractor against the Client.

8.2 The Client is not authorised to pledge or otherwise encumber the goods subject to retention of title.

8.3 If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to inform the Contractor of this without delay.

8.4 The Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion damage and water damage as well as against theft, and to provide the policy of these insurances to the Contractor upon request.

8.5 Goods delivered by the Contractor that fall under retention of title may only be resold within the framework of normal business operations and may never be used as a means of payment.

8.6 The Contractor is entitled to suspend the surrender of all that it has in its possession in connection with the execution of an agreement until all its claims have been satisfied, or until the Client has provided security for the satisfaction of the claims.

Article 9 Force majeure

9.1 Circumstances beyond the will and/or actions of the Contractor which are of such a nature that compliance with the agreement can no longer reasonably be required of the Contractor or no longer in full extent, give the latter the right to dissolve the agreement in whole or in part and/or to suspend the execution thereof without any obligation to pay compensation (and with retention of the payment obligations resting on the Client as set out hereinafter in article 12.3).

9.2 The following circumstances justify a reliance on force majeure as referred to in the previous paragraph of this article: weather conditions of such a nature that they prevent execution of the agreement; non-, partial and/or delayed delivery from suppliers; war and danger of war; full and partial mobilisation; import and export bans; measures taken by Dutch and/or foreign government bodies that make execution of the agreement more difficult and/or more expensive than was foreseeable when the agreement was concluded; special social events, including but not limited to national mourning, which can reasonably cause the Contractor to decide that the event/service/activity cannot take place; strikes and/or company occupations; epidemics; traffic disruptions; loss or damage during transport; fire; theft; disruptions in the supply of energy; defects in machinery, all both in the Contractor’s company and at third parties from whom the Contractor has to obtain the necessary materials, raw materials or semi-finished products in whole or in part; and furthermore all other causes arising beyond the will and/or actions of the Contractor.

9.3 Only if the Client is a natural person not acting in the exercise of a profession or business, the Contractor may, contrary to articles 9.1 and 9.2, only invoke force majeure if the requirements set out in article 75 of Book 6 of the Dutch Civil Code are met, namely that force majeure exists if the failure is not attributable to the Contractor’s fault and is not for the Contractor’s account by virtue of law, legal act or generally accepted standards.

Article 10 Suspension and cancellation

10.1 The Client is not entitled to set-off and/or suspend any payment, except where the Client is a natural person not acting in the exercise of a profession or business.

10.2 The Client is entitled to cancel the (sub)event/service/(sub)activity without further reasoning, on the condition that the following percentage of the order sum agreed for full execution of the agreement (or – in the case of an agreement relating to multiple sub-events/sub-activities as referred to in the last sentence of article 1.4 – the part thereof relating to the relevant sub-event/sub-activity) is reimbursed by the Client, unless agreed otherwise in writing: a) in the event of postponement or cancellation no later than 100 days before the commencement moment, at least 50% of the full order sum; in the event of postponement or cancellation in the period between 100 days and 25 days before the commencement moment, at least 75% of the full order sum; in the event of postponement or cancellation up to 25 days before the commencement moment, at least 90% of the full order sum; in the event of postponement or cancellation up to 5 days before the commencement moment, 100% of the full order sum.

Article 11 Price, invoicing and payment

11.1 The agreed price is, unless agreed otherwise in writing, in Euro, excluding turnover tax (VAT) and any other charges imposed by the government.

11.2 Changes including additional costs in the original order of any kind, made by or on behalf of the Client, which cause higher costs than could be expected at the time of the price quotation, will be charged additionally to the Client.

11.3 If the client accepts the contractor’s offer, the contractor will, upon receipt of the signed copy of the confirmation form, send an invoice for at least 75% of the total amount. This invoice must be paid by the client within 21 days of the invoice date and in any case before the date on which the event takes place. If this is not the case, the client may be denied access. Unless expressly agreed otherwise in writing, payment must be made within 21 days of the invoice date. The Contractor is entitled to agree on advance payment and is also entitled to demand advance payment even without this being agreed if the Contractor has reasonable doubts about the solvency of the Client. This is the case, among other things, when the Client has been seized and when the Client fails to pay multiple creditors on time.

11.4 If no payment has been made within the aforementioned 21 days of the invoice date, the Client is liable for interest equal to the statutory interest, whereby part of a month is counted as a full month. All judicial and extrajudicial costs incurred by the Contractor in connection with an attributable failure of the Client shall be reimbursed by the Client to the Contractor as damages for that failure. The extrajudicial costs are deemed to be at least 15% of the amount to be claimed by the Contractor from the Client, with a minimum of €40.00.

11.5 The final invoice, adjusted to the current situation and after deduction of the advance, must be paid within 21 days of the invoice date, failing which the Client shall be in default by operation of law.

Article 12 Termination and dissolution

12.1 Without prejudice to the further rights to which the Contractor is entitled, the Contractor is entitled to dissolve the agreement in whole or in part by means of a written declaration without further notice of default if: – the Client is in default with the fulfilment of one or more obligations under the agreement; – the Client has been declared bankrupt, has applied for (provisional) suspension of payment, the Natural Persons Debt Restructuring Act has become applicable to him/her, has shut down or liquidated his business, a substantial part of his assets is seized, or he transfers his business to third parties.

12.2 In the event of dissolution, the risk of goods already delivered remains with the Client. The goods are then at the disposal of the Contractor and must be collected by it.

12.3 If the Contractor (or a third party engaged by it) at the moment of the dissolution (which in this context also includes dissolution and suspension as referred to above in article 9.1) has already performed services in execution of the agreement, these performances and the related payment obligation of the Client towards the Contractor shall not be subject to undoing. Amounts that the Contractor has invoiced before the dissolution or amounts that the Contractor will invoice after the dissolution in connection with what it had already performed or delivered in execution of the agreement prior to that dissolution, therefore remain undiminished due and shall be immediately payable at the moment of the dissolution.

Article 13 Intellectual property rights

13.1 The Client shall at all times respect all current or future intellectual property rights and related rights of the Contractor or its possible licensors, including but not limited to all copyrights, patent, trademark and database rights with regard to the Contractor’s website, brochure material, or other material belonging to or originating from the Contractor.

13.2 The Client acknowledges that, unless agreed otherwise in writing, the Contractor is or shall become the rights holder of all current and future intellectual property rights and related rights (insofar as these do not belong to third parties), including but not limited to copyrights, patent, trademark, database and neighbouring rights, which rest on or relate to all objects, materials, works, performances, etc. that the Contractor develops, has developed and/or makes available within the framework of (the execution of) the Agreement. The same applies to all ideas, proposals, concepts, methods, etc. developed by the Contractor within the framework of the Agreement.

13.3 The Client is solely entitled to use the objects, materials, works, performances, ideas, proposals, concepts or methods referred to in articles 13.1 and 13.2 within the Client’s company and only insofar as this use logically and reasonably relates to the relevant event/service/activity.

13.4 No sound or image recordings of an event/activity or an artist performing within the framework of the Agreement shall be made without the Contractor’s permission. The Client shall at all times respect any rights of third parties to the objects, materials, works, performances, ideas, proposals, concepts or methods used in the execution of the Agreement. Any licence fees relating to the (further) use of these objects, materials, works, performances, ideas, proposals, concepts or methods, including but not limited to claims by collective collection organisations such as BUMA/STEMRA and SENA, are not included in the Fee, unless expressly agreed otherwise in writing, and are at the Client’s expense.

13.5 Unless agreed otherwise in writing, the Client shall not have ideas, proposals, concepts or methods of the Contractor or third parties, whether developed or not, that relate to (the execution of) the Agreement or the products or services delivered thereunder, executed (or have executed) by itself outside the Contractor, or repeated by execution of an event/service/.

13.6 The Client indemnifies the Contractor against claims by third parties, of any kind whatsoever, related to any (alleged) infringement of the rights mentioned in articles 13.1 to 13.5 by the Client, its employees, third parties engaged by it, or visitors and participants of events/activities initiated by it.

13.7 By making materials or works of any kind available to the Contractor within the framework of the Agreement, the Client gives unconditional permission to the Contractor to use these materials and works in any manner whatsoever, insofar as this is reasonably required for proper execution of the Agreement.

1. The Client guarantees that materials and works provided to the Contractor do not infringe any rights of third parties and indemnifies the Contractor against claims of any kind by third parties in this regard.

13.8 The Contractor is at all times entitled to (further) exploit or otherwise use all ideas, proposals, concepts, methods, etc. that relate to or arise from the Agreement and the products or services delivered thereunder, in any manner whatsoever. The Contractor has at all times the right to publicise, in the broadest sense of the word, products or services delivered to the Client and the materials and works provided by the Contractor for its own benefit.

13.9 Without the prior written consent of the Contractor, the Client shall not (have) register(ed) any intellectual property rights or domain names that are in any way related to (the execution of) the Agreement or the products or services delivered thereunder, the trade names, trademarks or (future) activities of the Contractor or companies affiliated with the Contractor.

Article 14 Disputes

14.1 The IDEA dispute regulation applies to disputes between the Contractor and the Client, which, among other things, determines in which cases the IDEA Disputes Committee is competent. The IDEA dispute regulation is available on the Contractor’s website.

14.2 Dutch law applies to the legal relationships between the Contractor and the Client, or at least to all acts performed by the Contractor including the agreements concluded by it.

Appendix on electronic data traffic to the general terms and conditions of sale

This appendix forms an integral part of the applicable general terms and conditions of sale Article 1 Email messages

1.1 An email message can, within the framework of these general terms and conditions and all agreements, be equated with a written statement.

1.2 In the event of a dispute about whether email messages have been received or sent, the log file data of the Contractor shall provide conclusive evidence.

1.3 Email messages are deemed to have been received if they are accessible to the other party, which in any case includes the moment they have reached the recipient’s mailbox.

Article 2 Telecommunication facilities

2.1 The party using telecommunication facilities is responsible for the choice thereof. If the Contractor uses telecommunication facilities, in the event of corruption of the data or a delay in transmission during data transport, the Contractor shall be liable for the resulting damage, notwithstanding the other provisions of the general terms and conditions of delivery, but only if and insofar as this damage can be recovered from the relevant telecom operator.

Article 3 Materials and digital information

3.1 All materials and digital information relating to the order and which must be made available to the Contractor in this regard shall be transferred to the Client upon first request, but only after the Client has fulfilled all its obligations to the Contractor. The costs for the data carriers required for this purpose shall be at the Client’s expense. The same applies to the Client with regard to the Contractor’s materials and digital information, unless agreed otherwise.

Article 4 Data and files

4.1 These conditions apply to the Contractor’s website and to all services offered through the site.

4.2 The Contractor treats the Client’s data strictly confidentially. It is not made available to third parties, unless the Contractor is legally obliged to do so, or if this is necessary for the delivery of the services. Of course, the Contractor complies with the applicable privacy regulations.

4.3 If the Client provides data to the Contractor, this data is recorded in a file. If the Client places an order via the Contractor’s website, the Contractor registers those orders by name. The Client’s data is not made available to third parties, unless necessary to execute the Client’s order.

4.4 The file in which the Client’s orders are recorded is also used to make personal offers to the Client, unless the Client indicates an objection to this via the site. The file may also be used for making statistical analyses and personal analyses.

4.5 A number of the Contractor’s files, in accordance with the provisions of the Personal Data Protection Act, may be reported to the Personal Data Protection Authority in The Hague. The holder of the file is the Contractor in The Hague. The relevant registration forms can be viewed at www.cbpweb.nl/structuur/pag_reg.htm. 4.6 The Contractor also uses a statistical programme that records how often the Contractor’s website is visited; via which links this happens, etc. For this purpose, the Contractor uses “cookies”. These are small files that are downloaded by the Client’s computer when the Client visits the Contractor’s website. The data that the Contractor obtains in this way remains anonymous. Should the Client wish to do so, the Client can disable this function as follows: Disable cookies in Internet Explorer: 1: Go via “Start” and “Settings” to the Control Panel 2: Double-click on “Internet Options” 3: Click on the “Security” tab 4: Under “Security Level” for this zone, slide the slider all the way up with the mouse. Internet Explorer no longer accepts cookies. Old cookies can be deleted by emptying the folder C:WindowsTemporary Internet files. Disable cookies in Netscape Navigator: 1: Open Netscape Navigator 2: Go via the “Edit” menu to “Preferences” 3: Click on “Advanced” 4: Click on the checkbox for the option “Disable cookies” 5: Click on “OK”. Netscape no longer accepts cookies. Old cookies can be deleted by the Client by removing the file “Cookies.txt” in the Netscape folder.

4.7 The Contractor points out to the Client that it cannot be prevented that third parties may register, for example, the frequency with which the Client visits the Contractor’s website by name.

Article 5 Security

5.1 Data provided by the Client to the Contractor regarding bank account numbers or credit cards is sent over the net via a secure protocol. Other registration and orders are not sent securely.

5.2 The Contractor has a virus check carried out daily, in order to ensure as far as possible that the Contractor’s website is and remains virus-free. However, the Contractor cannot guarantee that the site is virus-free.

Article 6 Prices, offers and promotions

6.1 The Contractor’s offers listed on the Contractor’s website are available from the Contractor.

6.2 The Contractor reserves the right to amend promotional conditions in the interim and to withdraw offers.

Article 7 Information via the Contractor’s website

7.1 Information that the Client finds on the Contractor’s website has been compiled with great care. However, the Contractor cannot guarantee that the information on the site is complete and accurate at all times. As a user, the Client is responsible for its own decisions and related actions based on the information.

7.2 Information on the Contractor’s website is amended from time to time. This also applies to the general terms and conditions and conditions that apply to other services offered via the site. The amended conditions take effect as soon as they are listed on the site. 7.3 If the Client finds errors on the Contractor’s website, the Contractor would greatly appreciate it if the Client would report this via its customer service.

7.4 The Contractor’s website contains links to websites of third parties. The Contractor selects the websites referred to as carefully as possible. However, the Contractor cannot vouch for the content and functioning of third-party websites.

Article 8 Conclusion of the agreement

8.1 An agreement concluded at a distance via the internet between the Client and the Contractor comes into being when the Client has received the proof of acceptance from the Contractor by electronic means.