General terms and conditions
Article 1 - applicability
- This document contains the terms and conditions which apply to all contracts concluded between us for and in connection with the organisation of your event and/or order to Vel’Or.
- If we make an agreement after you have agreed to the general terms and conditions and this agreement conflicts with a provision of the general terms and conditions, our agreement will take precedence over the relevant provision.
- Deviations from or additions to these terms and conditions are only binding if they have been expressly confirmed in writing by Vel’Or Event Agency and only apply to (the part of) the contract for which such acceptance has taken place.
If any (part of a) provision of these general terms and conditions is deemed inapplicable, this will not affect the validity of the remaining provisions. In that event, Vel’Or Event Agency and the Client will agree that the provisions that are not applicable will be replaced by new provisions, in which the objective and purport of the original provisions will be preserved as much as possible.
Article 2 - formation of contract
Vel’Or Event Agency’s offers and quotations are valid for thirty days, unless Vel’Or Event Agency agrees on a different period in its offer. After this period, the Client is of course free to request a new offer.
1. An offer and/or quotation is null and void if the products or services to which the offer or quotation relates are no longer available.
A contract is concluded when the Client has agreed to an offer or to a valid quotation and/or estimate (“the Contract”) orally, in writing or by e-mail. Vel’Or Event Agency will confirm the content of the Contract with an order confirmation (“the Order Confirmation”), unless the order concerns a relatively small or ad hoc order. In that event, a written confirmation by e-mail will suffice.
The Client cannot derive any rights from images and descriptions in offers provided by or on behalf of Vel’Or Event Agency.
Vel’Or Event Agency cannot be bound by an offer if the offer, or part of it, contains an obvious mistake or clerical error.
Previously submitted offers do not automatically apply to future requests and/or contracts.
A composite or partially cancelled quotation does not oblige Vel’Or Event Agency to perform part of the work at a corresponding part of the quoted price.
Vel’Or Event Agency will at all times be entitled to increase the agreed price, without the Client being entitled to terminate the Contract for that reason, if the price increase results from a right or obligation under laws or regulations, is the result of a price increase in the product and/or service or a price increase by suppliers affiliated with Vel’Or Event Agency or for other reasons that were not reasonably foreseeable at the time of concluding the Contract.
Article 3 - contract for services
- The Contract(s) which Vel’Or Event Agency concludes with the Client and under which Vel’Or Event Agency organises your event is a ‘contract for services’, unless Vel’Or Event Agency expressly agrees otherwise in writing.
- A contract is also concluded if Vel’Or Event Agency has performed the Contract in whole or in part.
- All agreements, amendments and/or other commitments after the conclusion of the Contract are only binding on Vel’Or Event Agency if they have been confirmed in writing by Vel’Or Event Agency or if Vel’Or Event Agency has performed the Contract in whole or in part.
- Upon or after conclusion of the Contract and for further performance of the Contract, Vel’Or Event Agency will be entitled to require sufficient security from the Client that the payment obligation as well as any other obligations will be met. Vel’Or Event Agency will require a down payment from the Client before Vel’Or Event Agency will carry out its work in performance of the Contract. Refusal by the Client to provide the required security will give Vel’Or Event Agency the right to postpone and/or refuse the performance of the Contract.
Article 4 - obligations of the Client
- The Client guarantees that the information, data and documents provided to Vel’Or Event Agency are correct, complete and reliable, even if they originate from or are provided via third parties. The Client will immediately inform Vel’Or Event Agency of any change that materially impacts the performance of Vel’Or Event Agency’s obligations relating to the Contract.
Vel’Or Event Agency accepts no liability for damage that is partly the result of inadequate, incomplete or late information provided by the Client.
Vel’Or Event Agency organises and takes care of all your needs with great pleasure. All communication with Vel’Or Event Agency’s affiliated suppliers and/or third parties goes through Vel’Or Event Agency – before, during and after the event. For reasons of consistency, Vel’Or Event Agency agrees with the Client that the Client should always address all questions to Vel’Or Event Agency, and not directly approach the suppliers and/or other third parties engaged by Vel’Or Event Agency.
The Client will timely obtain all permits, licences, consents, approvals, exceptions, etc. necessary to perform the Contract. If requested, the Client will immediately allow inspection of the aforementioned permits and any relevant permit conditions and/or provide Vel’Or Event Agency with a copy thereof.
The Client will indemnify Vel’Or Event Agency against all related government-imposed fines in connection with non-compliance and any losses arising from non-compliance with any legal obligation, permit conditions or official instructions, standards or guidelines.
Article 5 - invoicing
After the conclusion of the Contract, Vel’Or Event Agency will, for a total quoted amount of € 5,000 or less, invoice 100% of the total amount quoted in the Order Confirmation or in the approved offer (“Order Amount”), unless explicitly agreed otherwise in writing. For a total quoted amount of more than € 5,000, Vel’Or Event Agency will invoice 70% of the total amount quoted in the Order Confirmation or in the approved offer (“Order Amount”) upon confirmation of the contract and 30% fourteen days in advance of the event date, unless explicitly agreed otherwise in writing. After the full payment (in case of a total quoted amount of € 5,000 or less) or down payment (in case of a total quoted amount of more than € 5,000) has been received, the options included in the Contract (such as date, location and other parts offered) will be confirmed. Before that moment, no rights can be derived from the options mentioned in the Contract and/or the Order Confirmation.
For a total quoted amount of € 5,000 or less, 100% of the Order Amount must be paid no later than fourteen days before the start of the event. Vel’Or Event Agency will send an invoice for this in good time. For a total quoted amount of more than € 5,000, 100% of the Order Amount must be paid no later than fourteen days before the start of the event. Vel’Or Event Agency will send an invoice for this in good time.
After the event has taken place, Vel’Or Event Agency will send a final invoice containing the items which according to the contract are invoiced on the basis of subsequent calculation and/or are contract extras.
The invoices of Vel’Or Event Agency must be paid within fourteen days of the date of invoice, without setoff or suspension. We thank you in advance for your cooperation.
Any advance payment made by the Client may be set off by Vel’Or Event Agency against the oldest outstanding invoice or against the outstanding claim for damage to the property of Vel’Or Event Agency and/or its affiliated suppliers or third parties.
If payment of one or more invoices is not forthcoming, Vel’Or Event Agency will be entitled to suspend its activities until the outstanding invoice(s) have been settled. Vel’Or Event Agency accepts no liability for any damage resulting from this suspension.
If the Client continues to fail to pay in a timely manner, the Client will be immediately in default, without any prior notice of default or demand by Vel’Or Event Agency being required, from the due date as stated on the invoice. Without prejudice to its other obligations, the Client will owe eight percent interest per month on the outstanding amount (including collection costs) as from the due date of the invoice until the day of payment in full. All reasonable judicial and extrajudicial costs incurred by Vel’Or Event Agency to obtain payment from the Client will be borne by the Client, with a minimum of fifteen percent of the total claim.
Vel’Or Event Agency is entitled to use payments made by the Client first to cover costs, then to cover any interest due and finally to cover the principal sum and accrued interest. Payments made by the Client will be used by Vel’Or Event Agency to settle the oldest due and payable claims.
The Client is never entitled to set off the amount it owes to Vel’Or Event Agency.
Objections to the amount of the invoice or any other objection will never suspend the Client’s payment obligation.
Article 6 - amendments to the contract, contract extras and subsequent calculation
- All prices mentioned in the offer, quotation, Contract and Order Confirmation are exclusive of turnover tax and other statutory levies, and do not include the charges payable to BUMA/STEMRA and/or SENA. These amounts are also exclusive of additional costs for the performance of the hospitality and technical riders of entertainment acts and crew, unless otherwise provided in the Contract.
The activities carried out by Vel’Or Event Agency because of a change in the Contract, due to an extra request from the Client, qualify as contract extras. Vel’Or Event Agency is entitled to charge the contract extras to the Client on the basis of subsequent calculation.
If Vel’Or Event Agency agrees with the Client to amend or supplement the Contract, this may affect the delivery time of the services and products offered.
The costs for the contract extras will be communicated to the Client as soon as possible. In case of contract extras as a result of changes in the Contract which are requested by the Client on the day before or at the event itself, the communication about the costs of the contract extras will only take place after the event. In that case Vel’Or Event Agency is also entitled to charge the Client for the costs of the contract extras on the basis of subsequent calculation.
The amounts stated in the Contract are final. It is never pleasant to be faced with unexpected costs afterwards. However, in a number of cases it is justified to charge cost-increasing circumstances (or Vel’Or Event Agency’s organisation fee or production fee) as contract extras:
a. in the event of a deviation from the estimated number of guests;
b. in the event of a deviation from the agreed time schedule/period of the event;
c. in the event that costs arise from any obstacles on the part of the Client;
d. the event of unexpected weather conditions that require additional provisions and/or precautionary or other measures;
e. in the event that extra facilities and/or safety or other measures have to be taken by order of the event location or any other third party.
Article 7 - liability
- Vel’Or Event Agency will perform the Contract with the utmost precision and care. Any liability of Vel’Or Event Agency will at all times be limited to the provisions of these general terms and conditions.
- Vel’Or Event Agency and third parties engaged by Vel’Or Event Agency are not liable for damage (of any kind whatsoever) resulting from:
– incorrect or incomplete information provided by or on behalf of the Client;
– the Client’s failure to act in accordance with the instructions and/or advice of Vel’Or Event Agency and/or the Client’s other obligations as laid down in these terms and conditions;
– errors or inaccuracies in information, materials, information carriers, etc. provided or prescribed to Vel’Or Event Agency by the Client;
– the purchase of substitute goods, services or technology;
– circumstances beyond Vel’Or Event Agency’s control.
- Vel’Or Event Agency accepts no liability for indirect damage or loss. This includes, among other things, consequential damage or loss, lost profit and loss as a result of business interruption.
1. In the unlikely event that Vel’Or Event Agency’s liability is established, Vel’Or Event Agency’s liability is limited to direct damage or loss.
2. Direct damage or loss means, for example, the costs associated with:
a. determining the cause and the extent of the damage or loss;
b. limiting the damage or loss;
c. solving the error.
In other words: Vel’Or Event Agency only accepts liability for the costs involved in rectifying its error.
- Vel’Or Event Agency is liable for direct damage or loss for the activities related to the damage or loss, which amount will in no case exceed the amount reimbursed by Vel’Or Event Agency’s insurer.
- Vel’Or Event Agency accepts no liability for damage or loss caused by third parties. Any claims will be lodged directly with the relevant third party.
- In the unlikely event that Vel’Or Event Agency’s liability is established, the provisions of Article 7.1 up to and including 7.4 also apply to damage or loss caused by third parties.
- The Client hereby indemnifies Vel’Or Event Agency against claims from third parties (e.g. your guests or visitors at the event) for damage or loss caused during the performance of the Contract, and which is the result of the provision of faulty or incomplete information and/or negligence by the Client.
- If the Client holds Vel’Or Event Agency liable, this will not suspend the Client’s obligation to pay, i.e., the Client will remain obliged to fulfil its payment obligations.
- Vel’Or Event Agency requires the Client to report damage, whether imminent or not, to Vel’Or Event Agency as soon as possible so that Vel’Or Event Agency can take damage control measures.
- The use of the hired or other goods of suppliers and/or Vel’Or Event Agency is at the Client’s risk. Damage to these goods caused by the Client, third parties affiliated with the Client and/or visitors of the event in connection with and/or during the event, will be compensated by the Client to Vel’Or Event Agency. The damage will be charged in the final invoice after the event.
Article 8 - postponing or rescheduling the date of the event
The Client may only reschedule the date of the event with Vel’Or Event Agency’s written consent.
If Vel’Or Event Agency consents to the rescheduling of the date of the event by the Client, the following provisions will apply:
1. The Client must sign a new contract specifying the new date, location, time and number of guests no later than two weeks after a written request to postpone or reschedule the date of the event. If the Client fails to sign a new contract within this period, Vel’Or Event Agency will treat the postponement or rescheduling as a cancellation and Article 9 will apply.
2. Vel’Or Event Agency must be informed of the new date of the event/order within six months of the original event date. If the Client sets a new date outside of this period, Vel’Or Event Agency will treat the postponement or rescheduling as a cancellation and Article 9 will apply.
If an agreed product or service is not available on the newly set date, Vel’Or Event Agency will be entitled to offer an alternative. In this event, the Client will pay a cancellation fee for the product or service already confirmed and, if necessary, the higher fee and/or additional costs for the new product and/or service.
Without prejudice to the above, Vel’Or Event Agency has the right to refuse permission to reschedule the event, without stating reasons.
Article 9 - cancellation
Vel’Or Event Agency will make its offer with the utmost care, bringing together the best suppliers for a successful organisation of your event. If the Client wishes to cancel the Contract in full or in part, this will only be possible with Vel’Or Event Agency’s written consent. The cancellation date will be the date on which Vel’Or Event Agency received the written cancellation.
If Vel’Or Event Agency agrees to the Client’s cancellation, the Client will be obliged to pay cancellation costs to Vel’Or Event Agency. The cancellation costs in any event include all costs of activities already incurred by Vel’Or Event Agency, in agreement with the Client and in accordance with the approved Contract, before the date of cancellation, in which context Vel’Or Event Agency’s records will always be guiding for determining the costs incurred and the related cancellation date.
1. In the event of cancellation or termination by notice, Vel’Or Event Agency will also be entitled to charge the amount quoted in the Contract, or a part thereof, as follows:
a. 100% in the event that the Client cancels 0 to 31 days before the start of the event;
b. 75% in the event that the Client cancels 32 to 60 days before the start of the event;
c. 50% in the event that the Client cancels 61 to 90 days before the start of the event;
d. 25% in the event that the Client cancels more than 90 days before the start of the event.
Without prejudice to the foregoing, Vel’Or Event Agency will be entitled to demand full compensation from the Client.
Vel’Or Event Agency will be entitled to terminate the Contract with immediate effect, without judicial intervention or notice of default, and without being liable to pay compensation for damage, loss or costs, if:
a. the Client has applied for or has been granted a suspension of payments;
b. the Client has been declared bankrupt or a request for bankruptcy has been filed in respect of the Client;
c. the Client is in a debt restructuring process;
d. the Client fails to perform its obligations under the Contract, or fails to do so in full or in good time, or if it is foreseeable to Vel’Or Event Agency that the Client will fail to do so;
e. Vel’Or Event Agency becomes aware, after conclusion of the Contract, that there are circumstances that give good reason to fear that the Client will not perform its obligations;
f. there is a delay on the part of the Client that is of such nature that Vel’Or Event Agency can no longer be expected to perform its original obligations under the Contract;
g. the Client refuses to continue to provide the requested security. The Client, due to default, is held liable to pay damages or compensation to Vel’Or Event Agency and is liable for any damage, including costs, arising directly or indirectly on the part of Vel’Or Event Agency as a result.
Termination of the Contract because of a failure in the performance of the Contract by Vel’Or Event Agency is permitted only if Vel’Or Event Agency has been declared in default by the Client in writing and has been given a reasonable time to remedy the failure and the seriousness of the failure justifies the consequences of the termination.
If Vel’Or Event Agency has already performed the Contract, or a part thereof, at the time of termination, these performances and the related payment obligation will not be part of the obligation to undo. Amounts invoiced by Vel’Or Event Agency in connection with what Vel’Or Event Agency has properly carried out or delivered in performance of the Contract remain due in full in the event of termination and become immediately due and payable at the time of termination.
Vel’Or Event Agency will always be entitled to refuse or terminate the Contract, or an amendment thereto, if the Contract is contrary to statutory provisions or regulations. Vel’Or Event Agency will also be entitled to refuse a contract or terminate the Contract if, in its opinion, the Contract could harm the interests or reputation of its business.
Article 10 - force majeure
Vel’Or Event Agency will not be obliged to perform any obligation to the Client in the event of force majeure (Article 6:75 Dutch Civil Code).
In addition to what is provided in the law and case law, force majeure is understood to mean all external causes, anticipated or unanticipated, that are beyond Vel’Or Event Agency’s control and prevent Vel’Or Event Agency from performing its obligations under the Contract. Such situations include, but are not limited to: a.
war, riots, mobilisation, international and domestic unrest, government measures, strikes and employee strikes or the threat of such and similar circumstances;
b. disruption of the exchange rate applicable at the time of the conclusion of the Contract;
c. operational failures due to fire, accidents or other incidents;
d. natural disasters;
e. government measures that prevent the performance of the Contract or that render performance unduly onerous;
f. the situation that a performance/delivery by a supplier of Vel’Or Event Agency is not delivered to Vel’Or Event Agency by the supplier or the Client, or is not delivered in good time or not to a sufficient extent;
g. Vel’Or Event Agency will also be entitled to rely on force majeure if the circumstance preventing further performance has arisen after Vel’Or Event Agency should have performed its obligation.
The Client has taken note of the current situation regarding COVID-19. If a contract between Vel’Or Event Agency and the Client was concluded after 1 January 2023, it cannot be terminated for reasons related to COVID-19. Should this be the case, however, Vel’Or Event Agency will treat the termination as a cancellation and Article 9 will apply.
Vel’Or Event Agency has the right to suspend its contractual obligations during the period that the force majeure continues. If the period of force majeure lasts longer than six months, both Vel’Or Event Agency and the Client will be entitled to terminate the contract.
If Vel’Or Event Agency has already performed, or will be able to perform, part of its obligations under the Contract at the time the force majeure occurs, and the part performed and/or the part to be performed represents independent value, Vel’Or Event Agency will be entitled to separately invoice the part already performed and/or the part to be performed. The Client will be obliged to pay this invoice as if it were a separate contract.
Article 11 - intellectual property right
- Vel’Or Event Agency works with an extraordinary network of suppliers, creatives and designers, enabling Vel’Or Event Agency to offer you a unique and authentic event. Vel’Or Event Agency grants the Client the right to use the intellectual property rights to all relevant items created for your event and in performance of the Contract (“Materials”).
- However, this right of use is limited to the purpose for which the Materials were developed: your event. Consequently, it is not permitted to use the Materials (such as the concept, illustrations, documents, sketches, logos, etc.) to which intellectual property rights apply, for any other commercial or other purpose than for your event or the promotion of your event, without the explicit written permission of Vel’Or Event Agency.
- The Client is not permitted to remove or change any designation concerning copyrights, trademarks, trade names or other intellectual property rights from or of the supplied materials.
- Vel’Or Event Agency is entitled to use its own images (both photography and videography) of its events for promotional purposes, for example on its social media channels and website. Without any notification to the contrary, Vel’Or Event Agency trusts that the Client agrees with this. If the Client disagrees with this provision or wishes to attach certain conditions to this provision, the Client must inform Vel’Or Event Agency of this in writing in advance.
Article 12 - complaints
- Vel’Or Event Agency attaches great importance to the successful performance of this Contract. Should the Client nevertheless identify a shortcoming or point of improvement, then complaints must be made in writing within ten days after the date of the event. After this period of time, Vel’Or Event Agency will no longer handle the complaint/report.
- The Client must give Vel’Or Event Agency the opportunity to investigate a complaint.
- There may be some differences in appearance between the services, show or performance delivered, or images or sketches shown by Vel’Or Event Agency, such as atmosphere, colours or shapes. These differences will not give cause for complaint.
- Submitting complaints will never release the Client from its purchase and payment obligation to Vel’Or Event Agency.
- If a complaint is not reported on time, the Client will no longer be entitled to first, replacement or any other compensation.
- In deviation from the statutory limitation period, the limitation period for all claims and defences against Vel’Or Event Agency and third parties engaged by Vel’Or Event Agency in the performance of the Contract, is one year. Any claim for compensation expires if Vel’Or Event Agency is not notified in writing within this period.
Article 13 - privacy
Vel’Or Event Agency is familiar with the General Data Protection Regulation (GDPR) and takes this into account when processing the Client’s personal and other data. No personal and other data of the Client will be shared with third parties unless:
a. this is necessary for the proper performance of the Contract; or
b. Vel’Or Event Agency is legally obliged to share the personal or other data; or
c. Vel’Or Event Agency has received explicit consent for this from the Client; or
d. if any of the other legal grounds for processing personal data applies. If the Client decides to provide personal data of third parties to Vel’Or Event Agency, the Client must ensure that an appropriate processing agreement is concluded that meets the requirements of the GDPR.
Article 14 - applicable law
- All Contracts and other legal relationships between Vel’Or Event Agency and the Client are governed exclusively by Dutch law.
- Disputes relating to the Contract or these general terms and conditions, and everything related or resulting therefrom, will be submitted to the competent Dutch court in Tilburg, unless mandatory law requires otherwise.
- The parties will only institute legal proceedings after they have made every effort to negotiate a resolution to their dispute.