1.1 These terms and conditions shall apply to every offer, quotation and agreement between Future Mobility Network B.V., hereinafter to be referred to as: “FMN” and a Client to which FMN has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
1.2 If FMN involves third parties in the execution of the Agreement, the general terms and conditions of those third parties shall also apply. In the event of any contradiction, the provisions that are most favourable to FMN will apply.
1.3 If one or more of the provisions in these General Terms and Conditions are, at any time, wholly or partially nullified or destroyed, the remaining provisions in these General Terms and Conditions will remain fully applicable. FMN and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and purport of the original provisions will be considered as much as possible.
1.4 If FMN does not always require strict compliance with these conditions, this does not mean that the provisions of these conditions do not apply, or that FMN would lose the right to demand strict compliance with the provisions of these conditions in other cases.
2. Quotations and offers
2.1 All quotations and offers of FMN are without obligation. If the client agrees to an offer or quotation, FMN is entitled to refuse it so that no agreement is reached. An offer or quotation that is not accepted within 14 days will in any case be cancelled.
2.2 FMN cannot be held to its quotations or offers if they contain an obvious mistake or error in writing.
2.3 The number of hours required, as stated in an offer or quotation, is considered to be an estimate of the number of hours required. The actual number of hours required may vary.
2.4 The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation costs, shipping and administration costs, fees or permit fees, unless indicated otherwise.
2.5 All information and/or specifications provided by FMN are always approximate, unless explicitly stated otherwise in writing.
2.6 A composite quotation does not oblige FMN to carry out a part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
3. Commencement and duration of the agreement
3.1 The agreement is only concluded and commences at the moment that FMN has confirmed the assignment in writing or that it starts with the execution of the assignment.
3.2 The Agreement is entered into for the duration of the assignment, unless the text of the Agreement dictates otherwise, the nature or scope of the assignment granted.
4. Execution of the agreement
4.1 If it has been agreed that the order will be carried out at a specific location, the Client will, at its own expense, take sufficient measures to guarantee safety at the location where the order will be carried out, unless otherwise agreed. If agreements have already been made about the aforementioned measures, FMN is nevertheless entitled to impose additional requirements at any time, if changed circumstances make it necessary to do so.
4.2 In the event of an event, the client will take out its own event insurance.
4.3 The client is obliged to provide FMN in a timely manner with all information of which it knows or of which it should have known that this information is necessary for the execution of the assignment. The Client guarantees the accuracy and completeness of the information provided by him.
4.4 If the Client provides FMN with log-in codes, passwords or other access codes for the execution of the assignment, the Client shall at all times remain responsible for these log-in codes and for periodically adapting them. FMN shall not provide the login codes, passwords or other access codes to third parties without the Client’s permission. The Client is responsible for the proper security of its website(s) and other (digital) systems.
4.5 FMN shall be entitled to call in third parties for the execution of the assignment. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
4.6 Client has no claim to any form of compensation, if:
- – Client has not, or not sufficiently, fulfilled an obligation as included in article 1 to 4.4 of these general terms and conditions;
- – The third party(ies) engaged by FMN do(s) not comply with the assignment, without this being attributable to FMN. (In that case, FMN will make every effort to involve (an) other third party(ies));
- – The client suffers damage in connection with the provision or misuse of log-in codes, passwords or other access codes.
4.7 The client shall be responsible for the payment of the fees for the use of the intellectual property rights of third parties (including but not limited to Buma rights).
4.8 Unless otherwise agreed in writing, the Client shall be responsible for obtaining the required permission from third parties and/or permits, as well as research into these.
4.9 The client is responsible for the acts and omissions of the third parties involved in the assignment and engaged and/or invited by him, such as visitors to an event.
4.10 The client is responsible for any tax consequences and/or payment of additional taxes. The Client indemnifies and fully indemnifies FMN in respect of claims from third parties received by the Client in this respect.
4.11 The Client is aware that third parties to be engaged, including artists or presenters, may cancel an event at short notice. FMN is not liable for the consequences of this. In such a case, FMN will make every effort to arrange appropriate replacement.
5. Price and payment
5.1 The agreed price is exclusive of VAT and any other government levies, unless otherwise agreed in writing.
5.2 The agreed price does not depend on the results of the assignment, and is calculated with due observance of the usual rates.
5.3 Unless otherwise agreed, the agreed price will be charged to the Client per month, per quarter, per year or after completion of the assignment.
5.4 FMN is at all times entitled to charge the agreed price (including, but not limited to, the costs of third parties) in advance.
5.5 FMN is at all times entitled to increase the agreed price without the Client being entitled to dissolve the agreement for that reason, if the increase in price results from a power or obligation pursuant to laws or regulations, wages, etc., or on other grounds that could not reasonably have been foreseen at the time the agreement was concluded.
5.6 FMN may also increase the agreed price if, during the execution of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated at the time the agreement was concluded, and this is not attributable to FMN, so that FMN cannot reasonably be expected to carry out the agreed work for the originally agreed fee.
5.7 Payment must always be made within 14 days of the invoice date, in a manner to be indicated by FMN. The term of payment is considered to be a strict deadline.
5.8 If the Client fails to pay an invoice on time, the Client is in default by operation of law. In that case, Client will owe the statutory (commercial) interest.
5.9 The Client is never entitled to set off its debts to FMN. Objections to the amount of an invoice do not suspend the payment obligation.
5.10 If the Client is in default or in default in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining extrajudicial payment will be borne by the Client. The extrajudicial costs are calculated in accordance with the statutory graduated extrajudicial collection costs (BIK).
6. Cancellation, suspension and termination of agreement
6.1 If the Client cancels an order in whole or in part, the Client will be charged in full for the work performed and the items ordered or prepared for it, plus any costs of supply, removal and delivery thereof and the working hours reserved for the performance of the agreement, as well as for the materials or services to be invoiced by third parties.
6.2 If the assignment involves (partly) the organisation of an event, the Client must pay the following costs to FMN in the event of cancellation of this event, in the event of cancellation:
- – in the period between 12 and 9 months before the start of the event, 10% of the full order amount (as applicable at the time of cancellation);
- – in the period between 9 and 6 months before the start of the event, 25% of the full order amount (as applicable at the time of cancellation);
- – in the period between 6 and 3 months before the start date of the event, 50% of the full order amount (as applicable at the time of cancellation);
- – in the period between 3 and 2 months before the commencement date of the event, 75% of the full order amount (as applicable at the time of cancellation) and
- – in the period between 1 month before the start date of the event and the start date itself, 100% of the full order amount (as applicable at the time of cancellation).
6.3 If, at the time of cancellation, FMN’s loss exceeds the cancellation fee as set out in Article 2 of these General Terms and Conditions, the Client must compensate FMN for this higher amount.
6.4 FMN is authorised to suspend the fulfilment of its obligations or to terminate the agreement with immediate effect, without being obliged to refund the order amount or to pay any compensation, if:
- – Client does not comply with the obligations arising from the agreement, or does not comply in full or on time.
- – After the agreement has been concluded, circumstances that have come to the FMN’s attention give good reason to fear that the Client will not comply with its obligations.
- – Circumstances occur that are of such a nature that fulfilment of the agreement is impossible or if there are other circumstances that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be demanded of FMN.
- – The Client is granted a (provisional) suspension of payments, the Client has been or threatens to be declared bankrupt and third parties are seized at the expense of the Client.
6.5 If the agreement is terminated, FMN’s claims against the Client are immediately due and payable. If FMN suspends or terminates the agreement, it shall in no way be obliged to pay compensation for damage and costs incurred in any way as a result.
6.6 If the dissolution is attributable to the Client, FMN is entitled to compensation for the damage, including the costs, which are directly and indirectly caused as a result.
6.7 The provisions of this article are without prejudice to all legal rights of FMN.
7. Intellectual property
7.1 The Contractor is, or will be, the exclusive owner of all existing and future rights of intellectual property (including, but not limited to, the copyright) that are vested in or arise from works (in any form whatsoever, including, but not limited to, elaborated ideas, proposals, designs and concepts) that FMN develops and/or has developed within the framework of the assignment. The Client obtains a right of use for this, exclusively for what FMN has made it.
7.2 The Client guarantees to respect the intellectual property rights of third parties. If FMN infringes the intellectual property rights of third parties as a result of acts and/or omissions on the part of the Client, the Client shall indemnify FMN, FMN’s employees and/or third parties engaged by FMN at the first request.
7.3 By making materials or works of any nature available to FMN in the context of the assignment, the Client gives FMN unconditional permission to use these materials and works in any way whatsoever, insofar as this is reasonably required for the proper performance of the assignment.
7.4 The client and third parties, who are part of the assignment, are entitled to make audio, photo and/or video recordings of the assignment, unless FMN has explicitly stipulated otherwise in writing. The sound, photo and/or video recordings may not be used by the Client or third parties, as part of the assignment, in internal and external communications without FMN’s prior written consent.
8.1 The Client must notify FMN in writing, stating the reasons, of any complaints about the work performed within 7 days after discovery, but no later than 14 days after the invoice date of the work in question.
8.2 The report must contain as detailed a description as possible of the defect, so that FMN is able to respond adequately. The Client must give FMN the opportunity to investigate (or have investigated) a complaint.
8.3 If, in FMN’s opinion, a complaint is well-founded, it will still carry out the work as agreed upon, unless this has become demonstrably pointless for the Client in the meantime. The latter must then be made known in writing in advance by the Client. If it is no longer possible or useful to carry out the agreed activities, FMN will only be liable within the limits of Article 10.
8.4 If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
9. Force Majeure
9.1 If FMN is unable to fulfil its obligations under the agreement, or is unable to do so on time or properly, as a result of a cause not attributable to it, including but not limited to that cause: war, threat of war, civil war, riots, riots, terrorism, strikes, occupation, exclusion, fire, environmental and water damage, flooding, government measures, disruptions in the supply of energy and business supplies, incapacity of personnel or third parties engaged, cancellation by third parties, non-delivery or late delivery by supplier(s), If FMN is unable to meet its obligations in the agreed manner, without FMN being in default with regard to the fulfilment of its obligations and without FMN being held liable for any compensation, these obligations will be suspended until such time as FMN is still able to meet its obligations in the agreed manner and without any interruption in the regular course of business within the office.
9.2 In the event that the situation referred to in article 10.1 has arisen for 30 consecutive days, the Client has the right to terminate the Agreement in whole or in part and with immediate effect, without any obligation on FMN to retain its right to compensation in that case (including but not limited to costs for third parties it has engaged).
10.1 In the event of an event, the client will be obliged to take out appropriate event insurance. This insurance may not take recourse against FMN (the contractor indemnifies FMN in this respect) and also covers FMN’s liability.
10.2 Any liability of FMN towards the Client or third parties is always limited to the amount that is eligible for payment under the insurance taken out by FMN in the case in question. If in any case the insurance does not provide cover or does not pay out, FMN’s liability is in any case limited to the amount of the invoice for the month to which the damage relates, with a maximum of € 5,000 (two thousand euros).
10.3 FMN is not liable for damage, of whatever nature, caused by FMN’s reliance on incorrect, incomplete or insufficient data provided by the Client or by a third party (designated by the Client). FMN is not liable for the attendance of the participants of the event in question.
10.4 FMN is not liable for damage to goods made available to it by the Client. The Client will ensure proper insurance.
10.5 FMN shall not be liable for damage caused by the fact that the Client has provided FMN with log-in codes, passwords or other access codes, including but not limited to damage caused by hackers or persons who have gained unauthorized access to websites and other systems of the Client.
10.6 FMN shall under no circumstances be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption. FMN is not liable for all direct or indirect, consequential and immaterial damages of the Client or third parties in any way related to, or caused by the non-performance, late performance or improper performance of the assignment, unless there is demonstrable intent or gross negligence on the part of FMN. The burden of proof for this lies with the Client.
10.7 The Client indemnifies FMN against all claims from third parties (including but not limited to participants and visitors) that are directly or indirectly, indirectly or immediately related to the execution of an agreement.
11. Indemnification; limitation period
11.1 If the Client provides FMN with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses, defects and the like.
11.2 Contrary to the statutory limitation periods, the limitation period for all claims and defences against FMN and the third parties involved by FMN in the execution of an agreement is one year.
12. Applicable law and choice of forum
12.1 All legal relationships to which FMN is a party are exclusively governed by Dutch law, even if an obligation is executed in whole or in part abroad or if the party involved in the legal relationship is domiciled there.
12.2 All disputes arising from legal relationships between FMN and the Client shall be submitted exclusively to the competent court in Arnhem.