Definitions

Client: the (legal) person who gives or has given The Boost Company B.V. the Assignment to organize or execute a Meeting;

Contractor: The Boost Company B.V., which accepts the Assignment for the organization or (partial) execution of the Meeting and/or mediates in the organization of the Meeting, whereby (partial) execution is understood to mean the provision of lectures, chairing meetings, presentation work, performances, training courses, workshops, clinics, conducting interviews, providing advice and consultation, and all other activities agreed upon by the parties.

Meeting: a conference, symposium, seminar, study day, meeting, information meeting, anniversary, company opening, course, company outing, team building, party, family day, reunion, workshop, clinic, or any other event or activity for which the Client instructs the Contractor.

Assignment: The offer, quotation, and agreement between the Client and Contractor for the (partial) organization or (partial) execution of a Meeting.

Article 1. Applicability of general terms and conditions

1.1 These general terms and conditions apply to every Assignment between the Contractor and the Client.

1.2 If any provision of these general terms and conditions proves to be invalid or is annulled, this shall not affect the validity of the remaining provisions. In that case, the parties shall replace the invalid or annulled provision with a provision that corresponds as closely as possible to the intention of the parties.

1.3 The applicability of the Client's general terms and conditions is expressly rejected, unless otherwise agreed in the quotation and/or order confirmation.

1.4 These terms and conditions also apply to third parties engaged by the Contractor to provide or execute (part of) the Meeting. These third parties may invoke these terms and conditions directly against the Client to avert their liability.

Article 2. Quotation, information, and engagement of third parties

2.1 All offers, quotations, and cost estimates provided by the Contractor are entirely without obligation, unless the Contractor has indicated otherwise in writing.

2.2 All information and/or specifications provided by the Contractor are always approximate, unless expressly stated otherwise in writing. If a cost estimate is provided by third parties (such as accommodation, suppliers, or other service providers), the Client can never bind the Contractor to this quotation.

2.3 The Contractor is entitled to engage third parties for the performance of the Assignment.

2.4 If an offer made by the Contractor is not followed up within 14 days (or, if applicable, within the period explicitly stated in that offer) by a written order or an order by email and confirmed by the Contractor, the order will be deemed not to have been agreed.

Article 3. Obligations of the Client

3.1 Participation in a meeting organized and/or (partially) conducted by the Contractor is at your own risk.

3.2 The Client and the participants are obliged to follow all instructions given by the Contractor during the Meeting. In the event of failure to follow instructions or incorrect following of instructions, all damage and/or consequential damage resulting from the incorrect following of instructions will, without exception, be entirely at the expense and risk of the participant and/or client.

3.3 Unless otherwise agreed in writing, if the Client is responsible for arranging a location, it shall, at its own expense, take sufficient measures to ensure safety at the location where the Meeting is held. If agreements have already been made about the aforementioned measures, the Contractor is nevertheless entitled to impose additional safety requirements at any time if changed circumstances so require.

3.4 Everyone who actively or passively participates in the assignment must have liability insurance.

The Client is obliged to have regular business liability insurance (AVB insurance). Furthermore, the Client undertakes to ensure that the aforementioned insurance policies also cover the employees engaged by the Contractor in the performance of the Assignment and the items made available by the Contractor.

3.5 The Client is obliged to provide the Contractor with all information of which it is aware or should be aware that is necessary for the performance of the Assignment in a timely manner. The Client guarantees the accuracy and completeness of the information it provides.

3.6 The client is not entitled to any form of compensation if:

(a) The Client has not fulfilled or has not sufficiently fulfilled its obligations as set out in Article 3.3 and/or 3.4 of these general terms and conditions and the Contractor does not allow the Assignment to proceed in whole or in part (to which the Contractor is entitled); and/or

(b) The Client has not fulfilled or has not sufficiently fulfilled its obligations as set out in Articles 3.3 and/or 3.4 of these general terms and conditions, the Contractor has notified the Client of this in writing, and the Client nevertheless wishes to proceed with the assignment.

3.7 In accordance with Article 9 of these general terms and conditions, the Client is responsible for paying the fees for the use of third-party intellectual property rights (including but not limited to copyrights) for all intellectual property provided by it to the Contractor.

3.8 If the Client arranges the location, the Client is responsible for obtaining the required third-party consent and/or permits, as well as for investigating these matters.

3.9 The Client is responsible for the actions and/or omissions of any third parties engaged and/or invited by it, being anyone not engaged by the Contractor, who are involved in the Assignment.

Article 4. Contractor's liability

4.1 The Contractor shall not be liable for damage of any kind caused by its reliance on incorrect and/or incomplete information provided by or on behalf of the Client.

4.2 The Contractor shall only be liable for damage:

(i) if this damage is covered by its liability insurance, up to the amount paid out by its insurance, plus the excess; or

(ii) in the event of intent and/or gross negligence on the part of it or one of its employees.

4.3 If there is no intent or gross negligence, or if the insurance does not pay out, and the Contractor is nevertheless liable, this liability is limited to direct damage only (with liability for indirect damage being expressly excluded) up to a maximum of the invoice value of the assignment in question.

4.4 The Contractor shall never be liable for damage caused by (a shortcoming or unlawful act/omission of) performing service providers and/or suppliers.

including the personnel of those service providers and/or suppliers whom the Contractor has engaged in connection with or for the purpose of performing all or part of the Assignment.

4.5 All rights of action and other powers, on whatever grounds, that the Client has against the Contractor must be received by the Contractor in writing within two months of the moment at which the Client became aware of them or could reasonably have become aware of them, failing which they will lapse.

4.6 The Client indemnifies the Contractor against claims from third parties (including but not limited to employees of the Client, participants, and visitors to the Meeting) who suffer damage in connection with the performance of the Assignment.

4.7 Any advice provided by the Contractor is always without obligation and any action taken on the basis of such advice is at the expense and risk of the Client.

4.8 The Contractor is not liable for the attendance of participants at the Meeting in question.

4.9 The Contractor shall not be liable for damage to goods made available to it by the Client, nor can the Contractor be held liable in any way for damage to or loss of personal belongings. The Client shall ensure that adequate insurance is in place.

Article 5. Force majeure

5.1 Circumstances that are not attributable to the Contractor, which are of such a nature that compliance with the Assignment can no longer reasonably be demanded or cannot be demanded in full (including but not limited to extreme weather, withdrawal of one or more permits, national mourning, and pandemic) entitle it to terminate the contract in whole or in part and/or to suspend its performance without any obligation to pay compensation. In that case, the Contractor retains its right to compensation (including, but not limited to, costs for third parties engaged by it). The Contractor advises the Client to insure itself against these risks.

5.2 If the performance of the Assignment depends wholly or partly on a specific person (e.g., speech or lecture) and this person is unable to attend due to force majeure, such as illness, traffic accident, and/or traffic jam, the Contractor will make every effort to provide a comparable replacement.

5.3 If replacement as referred to in 5.2 is not possible, the Contractor will, if possible, give the speech/lecture live digitally. If this is not possible, the Contractor is entitled to replace the live speech or lecture with a pre-recorded version. In the latter case, the Client will receive a 50% discount on the agreed price of the lecture or speech.

Article 6. Price, payment, and cancellation

6.1 The agreed price (contract sum) is exclusive of VAT and any other government levies, unless otherwise agreed in writing.

6.2 Any changes to the original Assignment, of whatever nature, made by or on behalf of the Client, which result in higher costs than could be anticipated in the quotation, will be charged to the Client as an extra.

6.3 The Client is obliged at any time and at the Contractor's first request to provide security for the payment of all amounts owed by it.

6.4 Unless expressly agreed otherwise in writing, payment must be made within the payment term stated on the invoice (in principle a payment term of 30 days). This payment term is a strict deadline. The client is not entitled to suspend or set off any payment.

6.5 If payment has not been made within the payment term, the Client will be in default by operation of law. It will then owe the statutory commercial interest (whereby part of a month will be regarded as a whole month) as well as extrajudicial collection costs and administrative costs.

6.6 The Client is entitled to cancel the Assignment only in writing. In the event of cancellation, the Client must pay the following costs to the Contractor:

a) in the period between 6 and 2 months before the start date, 50% of the total contract price (as applicable at the time of cancellation);

b) in the period between 2 months and 1 week before the start date, 90% of the total contract price (as applicable at the time of cancellation);

c) in the week prior to the start date, 100% of the total contract price (as applicable at the time of cancellation). The contract price is the contract price specified in the Contract plus any subsequently agreed changes.

Article 7. Termination and dissolution

7.1 Without prejudice to any other rights to which the Contractor is entitled, the Contractor is entitled to terminate the Assignment in whole or in part by means of a written statement without further notice of default if:

(i) The Client is in default with the fulfillment of one or more obligations under the Assignment;

(ii) The client has been declared bankrupt

(iii) The client has applied for (provisional) suspension of payments;

(iv) the Debt Rescheduling (Natural Persons) Act has come into effect for the Client;

(v) The client has shut down or liquidated its business

(vi) a substantial portion of the Client's assets is seized

(vii) if the Client's business is transferred to third parties.

7.2 The consequences of termination are entirely at the expense and risk of the Client. Termination does not affect the payment obligation for work already performed. In addition, the Contractor is entitled to claim compensation for damage, costs, and interest caused by the Client's breach of contract and the termination of the Assignment.

Article 8. Provisions regarding COVID-19

8.1 As long as government measures due to COVID-19 apply, the Contractor will make every effort to ensure that the Meeting takes place within the guidelines of the RIVM (National Institute for Public Health and the Environment). However, the Client remains ultimately responsible for ensuring that its guests comply with these RIVM guidelines. The Contractor can never be held liable for any consequences of COVID-19 incurred during the Meeting.

8.2 Any fines resulting from non-compliance with RIVM guidelines will be borne by the Client, unless this is due to intent or gross negligence on the part of the Contractor.

8.3 In the event that the Meeting cannot take place as a result of COVID-19, the Meeting may be postponed to a date to be determined within one year of the original date of the Meeting. Depending on the terms and conditions of the suppliers involved, a deposit and relocation costs may be charged and/or the Meeting may be canceled at the actual costs incurred at that time, with a minimum cancellation fee of 25%. However, if the Client wishes to cancel the Meeting even though it could go ahead according to the guidelines of the RIVM (National Institute for Public Health and the Environment), the usual cancellation conditions as laid down in Article 6 will apply.

Article 9. Intellectual property rights

9.1 The Contractor is, or will become, the sole owner of all existing and future intellectual property rights (including but not limited to copyright) that rest on or arise from works (in any form whatsoever, including but not limited to detailed ideas, proposals, designs, and concepts) that the Contractor develops and/or has developed within the framework of the Assignment.

9.2 The Client guarantees to respect the intellectual property rights of third parties. If the Contractor infringes the intellectual property rights of third parties through the actions and/or omissions of the Client, the Client will indemnify the Contractor, the Contractor's employees, and/or third parties engaged by the Contractor upon first request.

9.3 By making materials or works of any nature whatsoever available to the Contractor within the framework of the Assignment, the Client grants the Contractor unconditional permission to use these materials and works in any way whatsoever, insofar as this is reasonably required for the proper execution of the Assignment.

9.4 The Client and third parties involved in the Assignment are entitled to make sound, photo, and/or video recordings of the Assignment, unless the Contractor has expressly stipulated otherwise in writing. The sound, photo, and/or video recordings may not be used by the Client and third parties involved in the Assignment in internal and external communications without the prior written consent of the Contractor and third parties engaged by the Contractor.

9.5 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 context of the performance of the Assignment. Any license fees relating to the (further) use of these objects, materials, works, performances, ideas, proposals, concepts or methods, including but not limited to claims from collective collection organizations such as BUMA/STEMRA and SENA, relating to the objects, materials, works, performances, ideas, proposals, concepts or methods provided by the Client are not included in the contract price, unless expressly agreed otherwise in writing, and are at the expense of the Client.

9.6 The Contractor is entitled to make sound, photo, and/or video recordings of the Assignment, unless the Client has expressly stipulated otherwise in writing. Sound, photo, and/or video recordings of the Assignment may be used by the Contractor in internal and external communications without the prior written consent of the Client, unless otherwise agreed in writing.

Article 10. Processing of personal data

The Contractor shall only process personal data in the context of performing the Assignment, plus those purposes that are reasonably related to this or that are determined with the consent of the parties involved. It goes without saying that we comply with privacy legislation at all times.

Article 11 Applicable law and competent court

All legal relationships between the Contractor and the Client are governed by Dutch law. Only the court in the district in which the Contractor (or its registered office) is located has jurisdiction to hear disputes between the parties.