General

Article 1 – Applicability

1.1 The Contractor, as an independent private limited company (B.V.) carrying out its activities under the (trade) name SugarFactory, registered with the Chamber of Commerce (KvK) under KvK number 61651923 under the name Sugar City Events B.V., provides its services in accordance with the General Terms and Conditions of the Dutch Venue Association. The Dutch Venue Association is the trade association for the Dutch event venue sector. Affiliated venues apply these terms and conditions.

1.2 The Contractor is entitled to unilaterally amend the general terms and conditions.

1.3 The house rules (internal regulations) of the Contractor also apply exclusively to the agreement; these are attached to the agreement as an annex and can be consulted via event manual. If there is any contradiction between these general terms and conditions and the house rules, the provisions of the house rules shall prevail.

Option and formation of the agreement

Article 2 – Options

2.1 At the Client’s request, the Contractor may grant it an option on hall space. An option is entirely without obligation for both the Contractor and the Client, unless otherwise agreed in writing.

2.2 Where an option for a fixed term has been agreed with the Client, the Contractor is entitled to require security for the option. If the Client does not make use of the option, the Contractor is entitled to retain the security (i.e. not to repay it to the Client).

Article 3 – Offers / quotation

3.1 All offers/quotations made by or on behalf of the Contractor are without obligation, unless otherwise agreed in writing.

3.2 In any event, the Contractor is only bound once its written offer/quotation states at least:

• which space(s) have been rented for which period at which price;
• for what type of project the space(s) have been rented;
• the indication of the number of persons expected to be present;

and the offer/quotation has been signed for approval by both parties in good time, or has been approved by the Client by e-mail, and has been received by the Client in good time. The risk of ambiguities arising from instructions and communications given orally or by telephone lies with the Client.

Article 4 – Obligations of the Client (including safety and information)

4.1 The Client shall, for its own account and risk, take sufficient measures to safeguard the safety of artists, third parties engaged by it, guests and visitors. Even where agreements have already been made about the aforementioned measures, the Contractor is nevertheless entitled to impose additional requirements at any time when changed circumstances so require.

4.2 The Client is obliged to inform the Contractor in writing of any risks to the status of (the building of) the leased premises and/or to the good name of the Contractor that could arise from or in connection with the event. These include, but are not limited to, risks arising from the visitor profile, the (changed) nature of the event, any threat or attraction of undesirable behaviour, political or social unrest, and possible refusal of required permits in general, including on the basis of the Bibob Act or the venue’s own permits. The Contractor has the right to dissolve the event without liability for damages if the Client has breached its duty to disclose and/or if the information provided is incorrect or incomplete. In the event of dissolution of the agreement by the Contractor, it is not obliged (i) to compensate any damage suffered by the Client in any sense whatsoever, and/or (ii) to refund payments (or advance payments) made.

4.3 The Client is obliged to provide the Contractor in good time with all information that it knows, or ought to know, is necessary for the performance of the assignment. The Client warrants the accuracy and completeness of the information it provides.

4.4 The Client has no claim to any form of compensation if it has not, or not sufficiently, fulfilled its obligations as set out in Articles 4.1 and/or 4.2 of these general terms and conditions and the Contractor as a result (i) does not allow the assignment to proceed in whole or in part, which the Contractor is entitled to do in that case, and/or (ii) the Contractor has pointed this out to the Client in writing and the Client nevertheless wishes the assignment to proceed.

4.5 The Client is responsible for paying the fees due for the use of (intellectual property) rights of third parties (including but not limited to Buma/Stemra rights).

4.6 Unless otherwise agreed in writing, the Client is responsible for the required consent of third parties and/or permits.

4.7 The Client is aware that the event to be organised must be appropriate to the reputation, image and other events of the Contractor’s venue, and must not cause nuisance to other tenants/users of the building or to local residents.

4.8 The Client is responsible and liable for the acts and omissions of visitors, guests, third parties engaged by it, etc. during the assignment (including but not limited to the event).

Leased premises and event conditions

Article 5 – Leased premises

5.1 It is the Client’s responsibility to ascertain, before entering into the agreement, whether the leased premises are suitable for the intended event.

5.2 The leased premises comprise only the space(s) described in the agreement and the facilities specified therein. Unless otherwise agreed in writing, central entrances, corridors, stairs, toilets, cafés, restaurants, the outdoor areas and garages/car parks do not form part of the leased premises.

5.3 Without the prior written consent of the Contractor, the Client is not permitted to:

• use the leased premises for a purpose other than that described in the agreement;
• sublet the leased premises (in whole or in part) or make them available for use by third parties, on the understanding that this consent is not required for exhibitors if the event is a fair or exhibition;
• where applicable, exhibit goods and services in the leased premises outside the exhibition programme described in the agreement;
• give the event a different name or a materially different content during the term of the agreement, whereby the Contractor will not withhold its consent on unreasonable grounds.

5.4 The Client is obliged to bring the house rules to the attention of the guests, visitors, staff, employees, etc., and remains responsible and separately liable for the (proper) compliance with the house rules by those parties. The Client indemnifies the Contractor against all damage – and claims by third parties – arising from the breach of the house rules, the general terms and conditions or the agreement by the guests, visitors, staff, employees, etc.

Article 6 – Number of guests

6.1.1 The cost estimate is based on the number of guests as stated in the agreement. If a change in the number of guests occurs, this affects the price calculation of the agreement and/or the suitability of the leased premises.

6.1.2 The Client is obliged to inform the Contractor in writing as soon as possible once changes or additions arise that deviate from the agreement.

6.2 A reduction of the agreed number of guests with settlement of costs is only possible once, up to ten days before the start of the event, up to a maximum of 5% of the agreed number of guests. Settlement will, where applicable, take place against the agreed conditions. The Contractor has the right, in the event of a reduction higher than 5%, to adjust its calculations to the situation that then arises, including a different hall.

6.3 If more guests than the agreed number appear on the day of execution, the associated costs will be charged additionally on the basis of the data stated in the agreement. The Contractor is entitled to refuse guests if the agreed number of guests is exceeded, among other things in view of the safety of the other guests in connection with the surface area of the leased premises. The number of guests present as determined by the Contractor is decisive in this respect.

6.4 Assignments are accepted on the basis of after-calculation (based on actual costs), unless otherwise agreed in writing.

Article 7 – Execution

7.1 The setting up, use and clearing of the leased premises must take place in consultation with the Contractor.

7.2 The Contractor is at all times entitled to give further instructions regarding the setting up, use and clearing of the leased premises if this is considered advisable in the interest of (public) order and safety by the fire brigade, police, mayor or the Contractor.

7.3 Save with the prior express written consent of the Contractor, no changes may be made to the leased premises or other spaces and (outdoor) areas.

7.4 The Client accepts the leased premises in the condition in which they are at the start of the rental period. Defects to the leased premises as well as to the general spaces made available for use (such as, but not limited to, toilets) that are identified at the end of the rental period are deemed to have arisen during the rental period, unless the lessee can make it plausible that the defects in question (such as damage) already existed before the rental period.

7.5 At the time of termination of the rental period stated in the order confirmation, the Client must have delivered the leased premises fully cleared and clean, in the condition in which they were made available, undoing every change that the Client may have made to them. In the event of late and/or unclean delivery, the Contractor is entitled to charge the Client a penalty equal to the value of the contract sum.

Article 8 – Suppliers

Unless expressly agreed otherwise in writing, the use of suppliers (including but not limited to catering, audio/visual, technical services) within the leased premises is reserved exclusively to the Contractor.

Article 9 – Prices

9.1 All prices are exclusive of VAT, unless otherwise agreed in writing (including but not limited to e-mail). All other levies imposed by the government are also for the Client’s account. The Contractor will announce these in advance as far as possible. The Contractor is entitled to pass on to the Client increases in taxes, excise duties or social charges imposed by the government. The Contractor is entitled to pass on to the Client interim cost-increasing circumstances (i.e. circumstances arising after the conclusion of the agreement).

9.2 If the Contractor provides a composite price quotation, there is no obligation to perform part of the quotation against a corresponding part of the price quoted for the whole.

Article 10 – Payments

10.1 Payments must be made within 14 days of the invoice date, unless otherwise stated in writing in the quotation/offer/agreement.

10.2 The Client is obliged to pay:

• 100% of the agreed hall rental upon finalising the reservation and/or the formation of the agreement;
• 25% of the agreed contract sum excluding hall rental as a down payment upon the formation of the agreement;
• 90% of the agreed contract sum excluding hall rental must be paid by the Client at the latest 14 days before the performance of the agreement;
• Any additional or reduced costs will be invoiced by the Contractor immediately after the performance of the agreement as a final settlement, with the aforementioned down payments being set off;
• For each of the payment moments, the Contractor will send an invoice to the Client in good time.

10.3 The final settlement provides a precise specification of the services rendered and a specification of services to be invoiced on the basis of after-calculation, as well as a specification of the VAT.

10.4 The payment term is a strict deadline (fatal term). The Client is not entitled to suspend or set off any payment.

10.5 If no payment has been made within the payment term, the Client is in default by operation of law. The Client then owes the statutory commercial interest (whereby part of a month is counted as a full month) as well as extrajudicial collection costs of 15% of the principal sum, with a minimum of €350.

10.6 Clients from abroad are bound by the guidelines issued by the Dutch tax authorities with regard to the payment of VAT.

Liability/force majeure/ epidemics/pandemics

Article 11 – Liability

11.1 The Client is liable for damage suffered by third parties arising from the use of the leased premises and/or the space(s) made available for use, and indemnifies the Contractor against claims by third parties in respect of damage on those grounds.

11.2 Damage to or loss of goods owned by the Contractor and/or by suppliers contracted by the Contractor, caused by the Client and/or its invitees/employees/engaged third parties, etc., must be fully compensated by the Client to the Contractor.

11.3 Everything brought into the building and/or the leased premises by or on behalf of the Client is there for the account and risk of the Client. The Contractor does not undertake to insure and/or guard it. The Contractor is not liable for damage to or loss of goods, property and valuables of the Client or of third parties (including invitees, the public and performers) for whatever cause, except in the case of intent or gross negligence on the part of the Contractor or its staff. The Contractor is also not liable for damage to or loss of goods deposited in the cloakroom for safekeeping. The Client indemnifies the Contractor against claims by third parties (as referred to above).

11.4 The Contractor is not liable for damage of any kind whatsoever arising because it relied on incorrect and/or incomplete information provided by or on behalf of the Client.

11.5 The Contractor is only liable for damage (i) if this damage is covered by its liability insurance, and then up to the amount paid out by its insurance increased by the excess (deductible), or (ii) if there is intent or gross negligence on the part of it or one of its managers.

11.6 If there is (i) no intent or gross negligence, or (ii) the insurance does not pay out, and there is nevertheless liability on the part of the Contractor, then this liability is limited solely to direct damage (whereby liability for indirect damage is expressly excluded), with a maximum of the contract sum.

11.7 All claims and other rights, on whatever grounds, that the Client has against the Contractor must be received in writing by the Contractor within 1 month after the end of the rental, failing which they lapse.

11.8 Any advice provided by the Contractor is always without obligation, and acting upon it is at the account and risk of the Client.

Article 12 – Epidemics and/or pandemics, government measures

12.1 Neither party is – except as provided in the following paragraph – liable for any failure or delay in the performance of the agreement, insofar as that failure or delay is caused by government measures as a result of epidemics or pandemics (such as the outbreak of the COVID-19 virus) that directly affect the agreement, making the performance of the agreement prohibited or impossible (such as a restriction on the number of visitors/participants).

12.2 If a situation as referred to in Article 12.1 occurs, the parties will enter into discussions about the consequences and decide together whether the event can still take place (whether or not in modified form) at the agreed time, or whether it can be postponed.

12.3 If the parties do not reach agreement on whether the event can still take place at the agreed time, or whether the event must be postponed, either party may terminate the agreement by written notice (this includes cancellation or dissolution). In that case, the Contractor is entitled to retain the first advance of 50% of the agreed contract sum, or to still receive payment of the first advance of 50% of the agreed contract sum. If the Client does not act as a good client within the framework of Article 12.2 or 12.3, the Client is still obliged to pay the full agreed contract sum immediately.

Article 13 – Force majeure

13.1 This article does not relate to epidemics/pandemics to which government measures apply (such as COVID-19).

13.2 Circumstances not attributable to the Contractor, which are of such a nature that compliance with the agreement can reasonably no longer be required, or no longer in full (such as, but not limited to, (i) extreme weather (including but not limited to code red for the city/municipality/province where the event takes place and/or for the province(s) from which the visitors/employees/suppliers/Client must come), (ii) withdrawal of one or more permits (both of the Contractor and of the Client), (iii) national mourning, (iv) total or partial inaccessibility of the event venue, and (v) illness of staff or staff of suppliers, for example in connection with a (flu) epidemic or pandemic), entitle the Contractor to dissolve the agreement in whole or in part and/or to suspend its performance without any obligation to pay damages. In that case, the Contractor retains its right to payment of the agreed contract sum (including but not limited to costs for third parties engaged by it).

13.3 An appeal to force majeure on the part of the Client is excluded.

Cancellation/Dissolution

Article 14 – Cancellations

14.1 Cancellation of the agreement must be made only in writing (including but not limited to e-mail) (and, if there are several ongoing agreements between the parties, accompanied by the relevant agreement).

14.2.1 Where there is only hall rental, the Client must pay the full hall rental already paid (in other words: the hall rental paid is not refunded) in the event of cancellation.

14.2.2 Where, in addition to hall rental, there is other service provision (such as organisational activities, including but not limited to catering, artists, audio/visual, etc.), the Client must, in addition to the hall rental, pay the following costs to the Contractor in the event of cancellation:

a) in the period more than 365 days before the start, 30% of the full contract sum (as it applies at the time of cancellation), whereby the hall rental is not included;

b) in the period between 364 days and 180 days before the start, 50% of the full contract sum (as it applies at the time of cancellation), whereby the hall rental is not included;

c) in the period between 179 and 90 days before the start, 85% of the full contract sum (as it applies at the time of cancellation), whereby the hall rental is not included;

d) in the period between 89 days and the start, 100% of the full contract sum (as it applies at the time of cancellation), whereby the hall rental is not included.

The contract sum is the contract sum included in the agreement, increased by mutations agreed thereafter.

14.2.3 Where, in addition to hall rental, there is other service provision (such as organisational activities, including but not limited to catering, artists, audio/visual, etc.), the Client must, in addition to the hall rental, pay the following costs to the Contractor in the event that there is no agreement on the entire agreement and the Client does not make use of the Contractor’s services:

a) in the period more than 365 days before the start, 30% of the contract sum on which the parties have reached agreement, whereby the hall rental is not included;

b) in the period between 364 days and 180 days before the start, 50% of the contract sum on which the parties have reached agreement, whereby the hall rental is not included;

c) in the period between 179 and 90 days before the start, 85% of the contract sum on which the parties have reached agreement, whereby the hall rental is not included;

d) in the period between 89 days and the start, 100% of the contract sum on which the parties have reached agreement, whereby the hall rental is not included.

The contract sum is the contract sum agreed between the parties, increased by mutations agreed thereafter.

14.3 If, at the time of cancellation, the Contractor’s damage is higher than the cancellation fee as set out in Article 14.2 of these general terms and conditions – due to (including but not limited to) payment obligations that will rest on the Contractor as a result of the cancellation by the Client, such as obligations towards third parties engaged in the performance of the agreement and/or other claims by third parties – then the Client must compensate the Contractor for this higher amount.

14.4 The date of cancellation is the first date on which the cancellation is received by the Contractor.

Article 15 – Dissolution of the agreement

15.1 In addition to the statutory possibilities for dissolution, the Contractor is entitled to dissolve this agreement if:

a) the Client does not fulfil its obligations under the agreement, or does not fulfil them fully or in good time;

b) after the conclusion of the agreement, circumstances that come to the Contractor’s knowledge give good grounds to fear that the Client will not fulfil its obligations;

c) the Client’s assets are seized, or it is granted a suspension of payment, or it is declared bankrupt.

15.2 If the agreement is dissolved, the Contractor’s claims against the Client are immediately due and payable.

15.3 If the Contractor proceeds to dissolution, it is in no way obliged to compensate any damage and costs arising in any way for the Client as a result.

Other provisions

Article 16 – Complaints / notice of non-conformity

All complaints and defects must be received in writing (including but not limited to e-mail) by the Contractor within 24 hours after they have become known or could have become known. If this term is not observed, any claims that the Client has lapse.

Article 17 – Confidentiality

17.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other within the framework of the agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. The party receiving confidential information will use it only for the purpose for which it was provided.

17.2 What is set out in Article 17.1 of these general terms and conditions does not apply to information:

a) that is provided to its advisers, where those advisers are also bound by confidentiality;

b) that was already in the lawful possession of the receiving party before it was obtained from the party concerned;

c) that was independently developed by the receiving party without the use of information or data of the party concerned;

d) that is or becomes generally known or is made generally accessible, other than through an act or omission of the receiving party;

e) that is disclosed to the receiving party by a third party without breaching any confidentiality obligation towards the party concerned;

f) that must be made public pursuant to the law, a regulation or a court order, or by decision of another government authority, on condition that the receiving party makes every effort to limit the extent of that disclosure and notifies the party concerned in advance of such an intended disclosure.

Article 18 – Image rights and drawings

18.1 All images, drawings, ideas and all intellectual property rights incorporated in or attached to a quotation or order confirmation are intended solely for use within the framework of the assignment to be provided or provided, and may not be used by the Client for other purposes, nor provided to any third party. All rights thereto remain exclusively with the Contractor.

18.2 The Contractor therefore reserves the right to reclaim those documents, with reference to Article 17.1 of these general terms and conditions.

18.3 The Contractor is entitled to make sound, photo and/or video recordings of the event and to place that material – as well as the Client’s logo – on its website for marketing purposes. The Contractor will not provide (a copy of) the relevant material and the Client’s logo to third parties.

Article 19 – Applicable law and competent court

19.1 Dutch law exclusively applies to all legal relationships concluded between the Contractor and the Client.

19.2 All disputes relating to, arising from or connected with the quotations made by the Contractor and the agreements concluded with the Client, as well as all collections on account of non-payment, will be brought exclusively before the absolutely competent court in the place of establishment of the Contractor, unless the Contractor chooses to bring the claim before the court of the Client’s place of residence.

19.3 In the case of a claim or rental matter under €25,000, a choice of court does not apply. In that case – save for a single exception – the court of the Client’s place of residence is competent.

19.4 Where the Client is established outside Europe, Switzerland, Norway or Iceland, a dispute will be settled by means of arbitration, on the basis of the NAI (Netherlands Arbitration Institute), whereby the working language is English and hearings take place in Amsterdam.

19.4 In the event of a difference in interpretation between the Dutch text and any foreign translations thereof, the interpretation according to the Dutch text is binding.

Translation for convenience. In the event of any difference in interpretation between the Dutch text and a foreign translation, the Dutch text is binding (see Article 19.4).