Terms & Con­di­tions

of architour, with its registered office in Peper­straat 7 in Amsterdam, registered with the Cham­ber of Com­merce under num­ber 71387331.

 

Art­icle 1 Defin­i­tions
The fol­low­ing terms are used in these Gen­er­al Terms and Con­di­tions:
- Con­tract­or: architour.
- Cli­ent: each leg­al entity or nat­ur­al per­son, act­ing in the course of a com­pany or pro­fes­sion or oth­er­wise, who instructs the Con­tract­or to carry out any work activ­it­ies.
- Agree­ment: agree­ment between Cli­ent and Con­tract­or.
- Pro­duc­tion date: the (first) date when, pur­su­ant to the Agree­ment, the event to be organ­ised or per­formed by the Con­tract­or will take place.
- Con­sumer: a nat­ur­al per­son not act­ing in the course of any com­pany or pro­fes­sion.

 

Art­icle 2 Applic­ab­il­ity of these Terms and Con­di­tions
1. These Terms and Con­di­tions apply to each offer and each Agree­ment the Con­tract­or has declared them applic­able to, inso­far as these Terms and Con­di­tions have not been expli­citly depar­ted from by parties.

 

Art­icle 3 Offers
1. Explor­at­ory talks as well as offers pre­pared by the Con­tract­or are free of oblig­a­tions, unless oth­er­wise decided dur­ing the explor­at­ory talks.
2. Unless oth­er­wise stated, the prices stated in the offer are exclus­ive of VAT, trans­port costs and travel and accom­mod­a­tion expenses which need to be incurred for per­form­ing the assign­ment, if any.
3. The Con­tract­or has the right to pass on to the Cli­ent any inter­im cost price changes as a res­ult of changes in legis­la­tion or gov­ern­ment­al or non-gov­ern­ment­al levies. The Cli­ent has the right to dis­solve the Agree­ment provided that the Con­tract­or does indeed pro­ceed to pass on inter­im changes in the cost price when the cause of these changes are non-gov­ern­ment­al and take place with­in three months of con­clud­ing the agree­ment. Passing on the costs of for­eign cur­rency occurs accord­ing to the exchange rate in effect on the invoice date.

 

Art­icle 4 Per­form­ing the Agree­ment
1. The Con­tract­or will per­form the Agree­ment accord­ing to its best judge­ment and abil­ity and in accord­ance with the require­ments of pro­fes­sion­al stand­ards.
2. The Cli­ent will ensure that all details of which the Con­tract­or indic­ates these are required or of which the Cli­ent in all reas­on­able­ness should under­stand these are required for per­form­ing the agree­ment will be made avail­able to the Con­tract­or in good time. If the details required for per­form­ing the Agree­ment have not been made avail­able to the Con­tract­or in good time, the Con­tract­or has the right to sus­pend the per­form­ance of the agree­ment and/or to charge the Cli­ent the addi­tion­al costs res­ult­ing from the delay accord­ing to the cus­tom­ary rates.
3. The Con­tract­or is not liable for any dam­age of whatever nature due incor­rect or incom­plete details provided by the Cli­ent, unless the Con­tract­or should have been aware of this incor­rect­ness or incom­plete­ness.
4. If it has been agreed that the Agree­ment will be imple­men­ted in phases, the Con­tract­or may post­pone those parts belong­ing to a next phase until the Cli­ent has approved the res­ults of the pre­vi­ous phase in writ­ing.

 

Art­icle 5 Rep­res­ent­a­tion

1. If and inso­far as a prop­er per­form­ance of the Agree­ment requires such, the Con­tract­or has the right to have cer­tain work activ­it­ies car­ried out by third parties. Involving third parties takes place in con­sulta­tion with the Cli­ent as much as pos­sible.
2. In the event that the Con­tract­or is forced to con­clude agree­ments with third parties in order to prop­erly per­form the Agree­ment, he will act as the indir­ect rep­res­ent­at­ive of the Cli­ent. The Con­tract­or has the right to charge a medi­ation fee for this.

3. The Con­tract­or will try, accord­ing to prin­ciples of reas­on­able­ness and fair­ness, to observe oblig­a­tions from the agree­ments as referred to in the pre­vi­ous para­graph, without how­ever being obliged to start leg­al pro­ceed­ings.
4. The para­graphs 1 through 3 apply inso­far as they are not con­trary to the man­dat­ory pro­vi­sions of Art­icle 7(425) through Art­icle 7(427) of the Dutch Civil Code or any man­dat­ory reg­u­la­tion regard­ing medi­ation agree­ments in effect at a later date.

 

Art­icle 6 Modi­fy­ing the Agree­ment
1. If dur­ing the per­form­ance of the Agree­ment, it emerges that for a prop­er per­form­ance it is required to change or sup­ple­ment the work activ­it­ies to be car­ried out, parties will modi­fy the Agree­ment in mutu­al con­sulta­tion and in good time.
2. If parties agree that the Agree­ment will be mod­i­fied or sup­ple­men­ted, this may influ­ence the time of com­ple­tion of the per­form­ance. The Con­tract­or will noti­fy the Cli­ent of this as soon as pos­sible.
3. If the modi­fic­a­tion or sup­ple­ment­a­tion of the Agree­ment has fin­an­cial or qual­it­at­ive implic­a­tions, the Cli­ent will be noti­fied of this by the Con­tract­or before­hand. If a fixed price or a fixed fee was agreed, the Con­tract­or will indic­ate to what extent such price or fee will be exceeded due to the modi­fic­a­tion or sup­ple­ment­a­tion of the Agree­ment.
4. In con­tra­ven­tion from para­graph 3, the Con­tract­or will not be able to charge fur­ther costs if the modi­fic­a­tion or sup­ple­ment­a­tion is the res­ult of cir­cum­stances that can be attrib­uted to her.

 

Art­icle 7 Con­fid­en­ti­al­ity
Both parties are bound to keep con­fid­en­tial all clas­si­fied inform­a­tion they have received from each oth­er or from oth­er sources in the con­text of the Agree­ment. Inform­a­tion is clas­si­fied if such has been com­mu­nic­ated by the oth­er party or if such ensues from the nature of the inform­a­tion.

 

Art­icle 8 Intel­lec­tu­al prop­erty
1. Without pre­ju­dice to the pro­vi­sions in Art­icle 7 of these Terms and Con­di­tions, the Con­tract­or reserves the rights and powers ves­ted in him under the Copy­right Act.
2. All doc­u­ments provided by the Con­tract­or, such as reports, advice, designs, drafts, draw­ings, soft­ware etc., are inten­ded to be used by the Cli­ent only and may not be repro­duced, made pub­lic or dis­closed to third parties without pri­or per­mis­sion by the Con­tract­or.
3. The Con­tract­or also reserves the right to use the increased know­ledge res­ult­ing from per­form­ing the work activ­it­ies, inso­far as no con­fid­en­tial inform­a­tion is released to third parties.

 

Art­icle 9 Can­cel­la­tion
1. If the Cli­ent is not act­ing in the course of a com­pany or pro­fes­sion, the fol­low­ing applies:
a. Both parties may ter­min­ate the Agree­ment at all times. Can­cel­la­tion by the Con­tract­or should be sup­por­ted with reas­ons.
b. If the Cli­ent can­cels the assign­ment after the Agree­ment is con­cluded, the below per­cent­age of the agreed amount — as stated in the Agree­ment — is pay­able, depend­ing on the time of can­cel­la­tion;
c.

- 50% on can­cel­la­tion with­in 60 days of the deliv­ery date
- 75% on can­cel­la­tion with­in 30 days of the deliv­ery date
- 100% on can­cel­la­tion with­in 14 days of the deliv­ery date.
If can­cel­la­tion takes place over 60 days before the deliv­ery date, the Cli­ent owes the Con­tract­or the organ­isa­tion­al fee expli­citly stated in the Agree­ment.
2. If the Cli­ent is act­ing in the course of a com­pany or pro­fes­sion, the fol­low­ing applies:
a. Both parties may ter­min­ate the Agree­ment at all times, provided they do so in writ­ing stat­ing reas­ons.
b. Para­graphs 1 b. and 1 c. shall apply mutatis mutandis.

 

Art­icle 10 Dis­solv­ing the Agree­ment
The claims by the Con­tract­or on the Cli­ent are imme­di­ately due and pay­able in the fol­low­ing cases:
- after con­clud­ing the Agree­ment, cir­cum­stances become known to the Con­tract­or that give him grounds to fear that the Cli­ent will not ful­fil its oblig­a­tions;
- if the Con­tract­or, upon con­clud­ing the Agree­ment, reques­ted the Cli­ent to provide secur­ity for observing the Agree­ment and this secur­ity has not been provided or is insuf­fi­cient. In such cases men­tioned, the Con­tract­or is author­ised to sus­pend fur­ther per­form­ance of the Agree­ment or to dis­solve the Agree­ment without pre­ju­dice to the right to claim com­pens­a­tion.

 

Art­icle 11 Faults and time lim­its for com­plaints
1. Com­plaints about the work activ­it­ies car­ried out should be com­mu­nic­ated to the Con­tract­or in writ­ing by the Cli­ent with­in 8 days after their dis­cov­ery, but no longer than 8 days after com­ple­tion of the rel­ev­ant work activ­it­ies.
2. If a com­plaint proves to be well-foun­ded, Con­tract­or will carry out the activ­it­ies as agreed, unless this has become point­less for the Cli­ent in the mean­time. This should be made known by the Cli­ent. If car­ry­ing out the ser­vices as agreed is no longer pos­sible or use­ful, the Con­tract­or will be liable only with­in the bound­ar­ies estab­lished in Art­icle 14.

 

Art­icle 12 Pay­ment
1. The Con­tract­or reserves the right to require an advance pay­ment from the Cli­ent of no more than 100% of the agreed amount as stated in the Agree­ment. Any advance pay­ments will be deduc­ted from the final invoice.
2. Pay­ment should be made with­in 14 days of the invoice date. After expiry of this term, the Cli­ent is in default. From the moment The Cli­ent is in default of the amount pay­able, interest shall be due equal to the stat­utory interest plus two per­cent­age points with a min­im­um of 12% per annum.
3. In the event of liquid­a­tion, bank­ruptcy or insolv­ency, or morator­i­um of the Cli­ent, the Client’s oblig­a­tions will be imme­di­ately due and pay­able.

 

Art­icle 13 Col­lec­tion costs
1. If the Cli­ent is in default with observ­ance of one or more of his oblig­a­tions, all reas­on­able costs in order to obtain com­pli­ance extraju­di­cially are at the expense of Cli­ent. In any case, the Cli­ent will owe 15%. If the Con­tract­or demon­strates to have incurred fur­ther costs which were reas­on­ably required, these costs will also qual­i­fy for reim­burse­ment by the Cli­ent.
2. The judi­cial costs incurred by the Con­tract­or are pay­able by the Cli­ent in all instances, bar­ring where the Cli­ent can show these are unreas­on­ably high. This applies only if the Con­tract­or and Cli­ent are con­duct­ing leg­al pro­ceed­ings in rela­tion to an Agree­ment to which these Terms and Con­di­tions apply and a judi­cial decision has become final and con­clus­ive, find­ing fully or pre­dom­in­antly against the Cli­ent.

 

Art­icle 14 Liab­il­ity

1. The Contractor’s liab­il­ity is lim­ited to the amount of the (reas­on­ably to be expec­ted) pay­able price and/or the (reas­on­ably to be expec­ted) fee to be paid by the Cli­ent. Where assign­ments are con­cerned with a dur­a­tion of longer than six months, liab­il­ity is fur­ther lim­ited to the pay­able price and/or part of the fee of the last six months.
2. Fur­ther­more, the Contractor’s liab­il­ity is lim­ited to dir­ect dam­age res­ult­ing from not, untimely or inad­equately observing the Agree­ment. Fur­ther­more, the Con­tract­or is in no way what­so­ever liable for con­sequen­tial dam­ages, such as loss of earn­ings.
3. The lim­it­a­tions of liab­il­ity included in these Terms and Con­di­tions do not apply if the dam­age can be attrib­uted to gross mis­con­duct by the Con­tract­or or his man­aging sub­or­din­ates.
4. The Cli­ent should without delay and not more than 8 days after the Cli­ent became aware or should have become aware of the dam­age noti­fy the Con­tract­or of any claim for com­pens­a­tion.
5. The lim­it­a­tion peri­od of any judi­cial claim for com­pens­a­tion by the Cli­ent amounts to 18 months and com­mences on the day fol­low­ing the day the event which caused the dam­age took place.

 

Art­icle 15 Force Majeure
1. Force Majeure is under­stood to mean cir­cum­stances pre­vent­ing the observ­ance of the oblig­a­tion and which are not attrib­ut­able to the Con­tract­or. These cir­cum­stances (if and inso­far these cir­cum­stances pre­vent or unreas­on­ably hinder observ­ance) shall include: strikes; a gen­er­al lack of required mater­i­als and oth­er items or ser­vices required to real­ise the agreed per­form­ance; unanti­cip­ated delay at sup­pli­ers or third parties the Con­tract­or is depend­ent upon; the fail­ure of an artist to appear due to ill­ness; gen­er­al trans­port prob­lems.
2. The Con­tract­or also has the right to invoke force majeure if the cir­cum­stances which hinder (fur­ther) observ­ance occur after the Con­tract­or should have observed its oblig­a­tions.
3. The Con­tract­or has, if pos­sible, the right to effect a reas­on­able sub­sti­tute per­form­ance. The Cli­ent has, in the case the Con­tract­or effects a reas­on­able sub­sti­tute per­form­ance, no right to a deduc­tion of the agreed price and/or agreed fee. Fur­ther­more, the Cli­ent does not have the right to dis­solve the Agree­ment.
4. Dur­ing force majeure, the Contractor’s oblig­a­tions are sus­pen­ded. If the peri­od in which the Contractor’s oblig­a­tions can­not be observed lasts longer than one month, both parties are author­ised to dis­solve the Agree­ment without an oblig­a­tion to pay com­pens­a­tion arising.
5. If the Con­tract­or has already observed part of its oblig­a­tions or can observe only part of its oblig­a­tions upon com­mence­ment of the force majeure situ­ation, it has the right to invoice the per­formed part and/or the per­form­able part sep­ar­ately and the Cli­ent is obliged to pay the invoice as if it were a sep­ar­ate con­tract. Such, how­ever, does not apply if the part per­formed and/or the per­form­able part has no inde­pend­ent value.

 

Art­icle 16 Set­tle­ment of dis­putes
1. In con­tra­ven­tion of the stat­utory rules regard­ing the author­ity of the civil courts, if the court has jur­is­dic­tion, each dis­pute between Cli­ent and Con­tract­or shall be settled by the Amsterdam Dis­trict Court. The Con­tract­or remains author­ised to sum­mon the Cli­ent before the com­pet­ent court accord­ing to the law or the appro­pri­ate inter­na­tion­al treaty law.
2. If the Cli­ent is a con­sumer or if in its com­pany or prac­tice (includ­ing the Cli­ent itself) three or few­er per­sons are employed, the Cli­ent has the right for one month after Con­tract­or has invoked this pro­vi­sion in writ­ing, to elect set­tle­ment of the dis­pute by the com­pet­ent court accord­ing to the law.

 

Art­icle 17 Applic­able law
All leg­al rela­tion­ships between Con­tract­or and Cli­ent are gov­erned by Dutch law.

 

Art­icle 18 Modi­fic­a­tion of the Agree­ment

The Con­tract­or is author­ised to modi­fy these Terms and Con­di­tions. These modi­fic­a­tions shall enter into force at the time announced for that pur­pose. The Con­tract­or shall send the mod­i­fied terms and con­di­tions to the Cli­ent in good time. If no time of enter­ing into force has been announced, the changes will enter into force towards the Cli­ent at the moment the changes are announced to the Cli­ent.

Amsterdam, 2019