architour

of archi­tour, with its reg­is­tered office in Utrechtsed­warsstraat 30B 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