Terms and conditions

1. General

1.1 These terms and conditions apply to every offer, quote and agreement between Future Mobility Network B.V., hereafter referred to as “FMN,” and a Client on which FMN has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing.

1.2 If FMN involves third parties in the performance of the agreement, the general terms and conditions of those third parties shall also apply. In case of any inconsistency, the provisions that are most favorable to FMN shall apply.

1.3 If one or more provisions in these general terms and conditions are null and void or are declared null and void, then the remainder of these general terms and conditions shall remain fully applicable. FMN and the Client shall then consult with each other to agree on new provisions to replace the null and void provisions, in which the purpose and scope of the original provisions shall be taken into account as much as possible.

1.4 If FMN does not always demand strict compliance with these terms and conditions, this does not mean that the provisions are not applicable or that FMN would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

2. Offers and proposals

2.1 All offers and proposals made by FMN are non-binding. If the Client agrees to an offer or proposal, FMN is entitled to refuse it, so that no agreement is concluded. An offer or proposal that has not been accepted within 14 days shall in any case lapse.

2.2 FMN cannot be held to its offers or proposals if they contain an obvious mistake or clerical error.

2.3 The number of hours required, as stated in an offer or proposal, shall be considered as an estimate of the required hours. The actual number of hours required may deviate.

2.4 The prices stated in an offer or proposal are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, fees or permit costs, unless otherwise indicated.

2.5 All information and/or specifications provided by FMN are always approximate unless expressly and in writing stated otherwise.

2.6 A composite quotation does not oblige FMN to perform part of the assignment for a corresponding part of the quoted price. Offers or proposals do not automatically apply to future orders.

3. Commencement and duration of the assignment

3.1 The agreement shall only come into effect and commence at the moment when FMN has confirmed the order in writing or has commenced its execution.

3.2 The agreement shall be entered into for the duration of the assignment, unless the text of the agreement, the nature or the purpose of the assigned task indicate otherwise.

4. Execution of the agreement

4.1 If it has been agreed that the assignment will be carried out at a specific location, the Client shall, at their own expense, ensure sufficient measures are taken to ensure safety at the location where the assignment will be carried out, unless otherwise agreed. If agreements have already been made regarding these measures, FMN nevertheless reserves the right to impose additional requirements at any time if changed circumstances require it.

4.2 In the event of an event, the Client shall take out an event insurance policy themselves.

4.3 The Client shall provide FMN with all information that they know or ought to know is necessary for the performance of the assignment in a timely manner. The Client shall be responsible for the accuracy and completeness of the information provided by them.

4.4 If the Client provides FMN with login codes, passwords or other access codes for the performance of the assignment, the Client shall remain responsible for these login codes and for periodically updating them. FMN shall not provide the login codes, passwords or other access codes to third parties without the Client’s permission. The Client shall be responsible for the proper security of their website(s) and other (digital) systems.

4.5 FMN is entitled to engage third parties for the performance of the assignment. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

4.6 The Client shall not be entitled to any form of compensation if:

• the Client has not or not sufficiently complied with an obligation as stated in Articles 1 to 4.4 of these general terms and conditions;
• the third party or parties engaged by FMN fail to perform the assignment, without this being attributable to FMN. (FMN will make efforts in that case to engage other third parties);
• the Client incurs damage in connection with the provision of or misuse of login codes, passwords or other access codes.

4.7 The Client shall be responsible for the payment of fees for the use of third-party intellectual property rights (including, but not limited to, Buma rights).

4.8 Unless agreed otherwise in writing, the Client shall be responsible for obtaining the necessary consent from third parties and/or permits, as well as conducting research into them.

4.9 The Client shall be responsible for the actions and omissions of third parties engaged and/or invited by them who are involved in the assignment, such as visitors to an event.

4.10 The Client shall be responsible for any tax consequences and/or payment of additional taxes. The Client shall indemnify and hold FMN fully harmless against any claims from third parties that the Client receives in this regard.

4.11 The Client is aware that third parties to be engaged, including artists or presenters, may cancel an event at short notice. FMN shall not be liable for the consequences of this. In such a case, FMN will make efforts to arrange suitable replacement.

5. Cost and payment

5.1 The agreed price is exclusive of VAT and any other government levies, unless agreed otherwise in writing.

5.2 The agreed price is not dependent on the results of the assignment and will be calculated in accordance with customary rates.

5.3 Unless agreed otherwise, the agreed price will be invoiced to the Client on a monthly, quarterly, yearly or upon completion of the assignment basis.

5.4 FMN is at all times entitled to invoice the agreed price (including but not limited to 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 the price results from a power or obligation under the law or regulations, wages, et cetera, or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.

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 underestimated to such an extent at the time of concluding the agreement, and this is not attributable to FMN, that it cannot reasonably be expected of FMN to perform the agreed work against the originally agreed fee.

5.7 Payment must always be made within 14 days after the invoice date, in the manner indicated by FMN. The payment term is a fatal term.

5.8 If the Client fails to make timely payment of an invoice, the Client is automatically in default. The Client will then owe statutory (commercial) interest.

5.9 The Client is never entitled to set off what is owed by him 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 breach of its obligations, all reasonable costs incurred to obtain payment out of court will be borne by the Client. The extrajudicial costs are calculated in accordance with the statutory extrajudicial collection costs (BIK).

6. Cancellation, suspension and termination of the agreement

6.1 If the client cancels an order in whole or in part, the work that has been carried out and the goods that have been ordered or prepared for this purpose, together with any delivery and transport costs associated with it, as well as the labor costs reserved for the execution of the agreement and any materials or services to be invoiced by third parties, will be invoiced to the client in full.

6.2 If the order includes organizing an event, in the event of cancellation of this event, the client shall pay the following costs to FMN, in the event of cancellation:

• Between 12 and 9 months before the start of the event: 10% of the total order amount (as it applies at the time of cancellation);
• Between 9 and 6 months before the start of the event: 25% of the total order amount (as it applies at the time of cancellation);
• Between 6 and 3 months before the start of the event: 50% of the total order amount (as it applies at the time of cancellation);
• Between 3 and 2 months before the start of the event: 75% of the total order amount (as it applies at the time of cancellation); and
• Between 1 month before the start of the event and the start of the event itself: 100% of the total order amount (as it applies at the time of cancellation).

6.3 If the damage to FMN at the time of cancellation is higher than the cancellation fee as specified in Article 2 of these general terms and conditions, the client shall compensate FMN for this higher amount.

6.4 FMN is authorized to suspend performance of the obligations or terminate the agreement immediately without being obliged to refund the order amount or any damages if:

• The client fails to fulfill, fails to fulfill completely, or fails to fulfill the obligations of the agreement in a timely manner;
• After the conclusion of the agreement, circumstances are disclosed that give FMN good reason to fear that the client will not fulfill its obligations;
• There are circumstances that are of such a nature that the performance of the agreement is impossible, or if there are other circumstances that are of such a nature that FMN cannot be reasonably expected to maintain the agreement unchanged;
• The client is granted (temporary) suspension of payment, the client’s bankruptcy is or is about to be applied for, or third parties attach the client’s assets.

6.5 If the agreement is terminated, FMN’s claims against the client become immediately due and payable. If FMN suspends or terminates, it is in no way obliged to compensate for any damages or costs arising 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, directly and indirectly incurred as a result.

6.7 The provisions of this article do not affect any legal rights of FMN.

7. Intellectual property

7.1 The contractor is, or will be, the sole owner of all existing and future intellectual property rights (including, but not limited to, copyright) that rest on or result from works (in any form whatsoever, including, but not limited to, elaborated ideas, proposals, designs, and concepts) that FMN develops and/or has developed in the context of the assignment. The client is granted a right of use exclusively for the purpose for which it was created by FMN.

7.2 The client guarantees to respect the intellectual property rights of third parties. If FMN infringes on the intellectual property rights of third parties through the acts or omissions of the client, the client shall indemnify FMN, FMN’s employees, and/or third parties engaged by FMN upon first request.

7.3 By providing materials or works of any kind to FMN in the context of the assignment, the client unconditionally authorizes FMN to use these materials and works in any way that is reasonably necessary for the proper execution of the assignment.

7.4 The client and third parties involved in the assignment are entitled to make sound, photo, and/or video recordings of the assignment, unless otherwise agreed upon in writing by FMN. The sound, photo, and/or video recordings may not be used in internal and external communication without the prior written consent of FMN.

8. Complaints

8.1 Complaints about the work carried out must be reported in writing and with reasons by the client to FMN within 7 days of discovery, but no later than 14 days after the invoice date for the relevant work.

8.2 The notification must contain as detailed a description of the defect as possible so that FMN can respond appropriately. The client must give FMN the opportunity to investigate a complaint.

8.3 If a complaint is deemed to be justified by FMN, FMN will perform the work as agreed upon, unless it has become demonstrably pointless for the client in the meantime. The latter must be communicated in writing by the client beforehand. If it is no longer possible or useful to carry out the agreed work, FMN shall only be liable within the limits of Article 10.

8.4 If a defect is reported at a later time, the client shall no longer have any right to repair, replacement, or compensation.

9. Force Majeure

9.1 If FMN is unable to, fails to, or improperly fulfills its obligations under the agreement due to an event beyond its control, including but not limited to war, risk of war, civil war, riot, unrest, terrorism, strike, occupation of the company, exclusion, fire, environmental and water damage, flooding, government measures, disruptions in the supply of energy and business resources, staff disability or disability of third parties involved, cancellation by third parties, non-delivery or untimely delivery by supplier(s), disruptions in the computer network, and other events that may cause stagnation in the normal course of affairs within an office and that are not reasonably attributable to FMN, those obligations will be suspended until FMN is once again able to fulfill them in the agreed manner, without FMN being in default with respect to the performance of its obligations, and without FMN being held liable for any damages.

9.2 In the event that the situation as referred to in Article 10.1 has occurred for 30 consecutive days, the Client has the right to cancel the agreement in whole or in part and with immediate effect, without any obligation to FMN, in that case FMN retains its right to compensation (including but not limited to costs for third parties engaged by it).

10. Liability

10.1 In the event of an event, the Client is required to take out appropriate event insurance. This insurance may not recover from FMN (contractor indemnifies FMN for this) and also covers liability of FMN.

10.2 Any liability of FMN towards the Client or third parties is always limited to the amount that qualifies for payment on the basis of the insurance taken out by FMN in the relevant case. If the insurance policy does not provide cover or does not pay out in any case, FMN’s liability is in any event limited to the amount of the invoice for the relevant month to which the damage relates, with a maximum of € 5,000 (five thousand euros).

10.3 FMN is not liable for any damages of any kind whatsoever caused by FMN’s reliance on incorrect, incomplete, or insufficient information provided by the Client or a (third party designated by the Client). FMN is not liable for the attendance of the participants of the relevant event.

10.4 FMN is not liable for any damage to goods made available to it by the Client. The Client will ensure adequate insurance coverage.

11. Indemnification; statute of limitations

11.1 If the client provides FMN with information carriers, electronic files or software, etc., the client 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 defenses against FMN and third parties involved by FMN in the execution of an agreement is one year.

12. Applicable law and forum selection

12.1 Only Dutch law applies to all legal relationships in which FMN is a party, even if a commitment is fully or partially executed abroad or if the party involved in the legal relationship resides there.

12.2 All disputes arising from legal relationships between FMN and the client will exclusively be submitted to the competent court in Arnhem.