General terms and conditions

General Terms and Conditions of Eat2Gather

Filed with the Chamber of Commerce of Amsterdam on February 11, 2008, last amended on May 19, 2010

Definitions

1. Applicability

1.1 The general terms and conditions of the user apply to every offer from the user and to all agreements concluded by the user with the counterparty regarding advice, organization, and execution of events and also apply to all actions and activities by or on behalf of the user.
1.2 The user has the right to amend the general terms and conditions by written agreement. These amendments also apply to existing agreements and take effect after notification.
1.3 The applicability of other general terms and conditions of the counterparty is expressly rejected.
1.4 If one or more provisions of these general terms and conditions prove to be non-binding, the remaining provisions of the agreement remain in force. A valid provision that corresponds as closely as possible to the intent of the non-binding article automatically replaces the non-binding provision.

2. Offers/formation of agreement

2.1 All offers from the user are non-binding and can be revoked by him at any time, even if they contain a period for acceptance.
2.2 If the counterparty accepts an offer, the user nevertheless has the right to revoke the offer within seven days after receipt of the acceptance, in which case no agreement is concluded between the parties.
2.3 All offers automatically expire if they are not accepted in writing by the counterparty within a period of seven days.
2.4 Any deviation or addition to the user's offer requested by the counterparty requires written approval from him, who expressly reserves the right to charge additional costs for this.
2.5 Obvious errors in the offer do not bind the user.
2.6 The costs associated with making offers and the accompanying documents will not be charged if the order leads to an agreement, unless otherwise agreed in writing.
2.7 All concepts and/or ideas offered in the offer remain expressly subject to copyright and are the property of the user, even after the agreement is concluded and after the project is executed, unless otherwise agreed in writing.

3. Assignments

3.1 The user is first bound by the assignment given by the counterparty upon sending the order confirmation. If the counterparty does not make his objections known to the user within seven days after sending the order confirmation, the order confirmation is deemed to accurately and completely reflect the agreement.
3.2 If the counterparty wishes to make changes to the execution after providing the assignment, the counterparty must notify the user in writing within two days after providing the assignment, failing which the risk of execution lies with the counterparty.
3.3 The user reserves the right to perform more work than stated in the written assignment or in the order confirmation and to charge the client if this work is in the interest of the counterparty and/or necessary for the proper execution of the assignment.
3.4 The rate due for the additional work is in accordance with the rate calculated in the usual manner between the parties. The rate for the services provided as included in the offer applies as the rate calculated in the usual manner.
3.5 The approval of the user is always required for changes to the assignment. The user reserves the right to invoice the costs or damages caused or to be caused by the change to the counterparty.

4. Prices

4.1 All prices used by the user are based on the price-determining factors known at the time the offer is made.
4.2 If, after the conclusion of the agreement, the cost price components of goods and/or services on which the user has based his price are increased, the user has the right to pass these increases on to the counterparty.
4.3 The user is always authorized to adjust prices immediately if a statutory price-determining factor gives cause to do so.
4.4 Unless expressly agreed otherwise in writing, all mentioned prices are exclusive of VAT and any costs and charges, such as packaging, transport costs, excise duties, and government levies.
4.5 The prices can be increased on the basis of the foregoing up to a maximum of twice the originally agreed price. The counterparty does not have the right to dissolve the agreement in the event of a price increase as mentioned in this article.

5. Cancellation and termination

5.1 Cancellations of given assignments only bind the user after written acceptance by the user.
5.2 If the counterparty cancels the agreement in whole or in part, the counterparty owes the user the cancellation costs stated in the order confirmation. This provision applies without prejudice in the event that the cancellation is due to force majeure on the part of the counterparty.
5.3 The user can terminate the agreement for important reasons by registered letter stating reasons. Important reasons are understood to mean circumstances of such a nature that further binding of the counterparty to the agreement cannot reasonably be expected or demanded in the manner agreed.
5.4 The user will try to offer an equivalent, generally acceptable activity simultaneously with the intended termination. If this alternative is not offered, the invoices already paid by the counterparty to the user will be refunded to the counterparty within four weeks.

6. Execution

6.1 The user undertakes to execute the assignment to the best of his knowledge, but accepts no liability for not achieving the goal intended by the counterparty.
6.2 The counterparty is obliged to comply with all instructions from the user to promote the proper execution of the project.
6.3 The participant who causes or may cause such a nuisance or burden that the proper execution of the project is or may be seriously hindered can be excluded by the user from (continuation of) the project if it cannot reasonably be expected that the agreement is fulfilled towards this participant. All resulting costs are borne by the counterparty.
6.4 The counterparty and/or participant is obliged to report negligence in the execution of the agreement observed on site as soon as possible to the project management on site or directly to the user.
6.5 If the progress in the execution of the project is delayed by the counterparty or participant or is delayed due to force majeure on his part, the counterparty is obliged to reimburse the user for the costs already incurred by the user for the part of the assignment already paid. Force majeure is understood to mean what is described in article 8.
6.6 The execution of the agreement between the user and the counterparty or his third parties is based on the nature of the assignment indicated by the counterparty, specified numbers, and specified circumstances. If the counterparty's statement does not match the actual numbers and/or circumstances, the user is not liable for the resulting consequences.
6.7 The counterparty guarantees that he provides the user with a space where the project can be executed according to the legal rules in the field of hygiene, labor, and environment.
6.8 Unless expressly agreed otherwise in writing, the counterparty is responsible for obtaining the permission of a third party in a timely manner if permission from a third party is required for the execution of the agreement. Failure to obtain permission and the resulting costs for the user are entirely at the risk and expense of the counterparty.
6.9 If an agreement cannot be executed or can only be partially executed by the user or by third parties hired by her, this does not reduce the payment obligation of the counterparty according to the costs agreed in the agreement in case of cancellation.

7. Liability

7.1 The user is only liable for damage to the counterparty resulting from the non-fulfillment, late fulfillment, or improper fulfillment of the agreement if there is gross negligence on the part of the user.
7.2 The user is not liable to the counterparty for damage caused by third parties involved in the execution, unless this damage arises from and is caused by intent or gross negligence on the part of the user.
7.3 The counterparty indemnifies the user against any claim for compensation from third parties involved in the execution, insofar as this damage is caused by the counterparty and/or his guests and/or his employees.
7.4 The counterparty is obliged to indemnify the client for and indemnify against all claims that third parties make against the user.
7.5 The delivery by third parties of goods and/or services in the execution of the agreement is subject to no other guarantee than that which the user has stipulated from the relevant third party.
7.6 If the safety of the user or the third parties engaged by him at the place or in the immediate vicinity of the place of execution of the project does not meet the required safety standards and/or if the necessary permits and/or exemptions are missing, the execution will not take place in whole or for the part still to be executed, whereby the counterparty is obliged to pay the entire agreed project sum.
7.7 The counterparty is liable for all damage to the user that occurs in any way during the exercise of his activities.
7.8 The user can never be held liable for the acts and/or actions of his (sub)suppliers or for the resulting damage.
7.9 The user's liability is at all times limited to the amount he receives under his liability insurance. If the insurance company does not pay out for any reason, the user's liability is at all times limited to an amount of € 2,500 per project.
7.10 The user accepts no liability for the possible presence of viruses on the information carriers supplied by him or on data or software or files delivered or downloaded via the internet. The counterparty must test the supplied information carriers, data, or software for the presence of viruses himself.
7.11 The user is in no way liable for delays in postal deliveries, loss or damage to mail items, or incorrect delivery of mail items.

8. Force majeure

8.1 Force majeure for the user includes all circumstances beyond the user's control that prevent the normal execution of the agreement. Force majeure releases the user from the agreed execution, without the counterparty being able to assert any right or compensation for costs, damages, or interest.
8.2 Force majeure for the user includes: illness and/or disability, extreme weather conditions, war, mobilization, riots, floods, closed shipping and other obstructions in transport, stagnation in or cessation of deliveries by public utilities, fire, accidents, strikes, government measures, etc.
8.3 In the event of force majeure, the user is obliged to notify the counterparty immediately.

9. Payments

9.1 The counterparty is obliged to pay the amount due without any discount within the payment term stated in the user's invoice to the counterparty or within the payment term stated in the agreement.
9.2 Payments from the counterparty are first deducted from the costs and interest due (in this order) and then deducted from the principal sum, with the oldest claims taking precedence.
9.3 The user has the authority to demand an advance payment on the agreed price for the project and/or the agreement. Payment of this advance must be made after receipt of the invoice and according to the payment term indicated in the invoice. If this advance is not paid (or not paid within the payment term), the counterparty is in default by operation of law. The user is then entitled to dissolve the agreement or to stop the execution of the project. All this under the obligation of the counterparty to pay the cancellation costs as stated in the agreement. This does not affect the user's right to claim the demonstrable additional costs. Furthermore, the counterparty is then obliged to indemnify the user against all damage claims from third parties involved in the assignment.
9.4 Sent invoices are deemed to have been received one working day after the invoice date and to have been retained without protest.
9.5 Unless otherwise agreed, a payment term of 14 days after the invoice date applies. If the payment term is exceeded, the user is entitled to charge the counterparty interest from the day the payment should have been made at a rate of 2.0% per month or part of a month, or the statutory commercial interest if this is higher.
9.6 If the counterparty is in default of fulfilling his payment obligation, is declared bankrupt, or applies for suspension of payments, sells his business, liquidates, or if one or more of his goods are seized under the "Debt Restructuring Natural Persons" scheme, the user is no longer obliged to fulfill the agreement or the part not yet executed, without prejudice to the user's right to compensation and to compensation of funds arising from this agreement.
9.7 All costs incurred by the user to collect the amount due to him, both extrajudicial and judicial costs, are borne by the counterparty.
9.8 If the payment term is exceeded, the counterparty is obliged to pay the user all possible judicial and extrajudicial collection costs, including the declarations of the advisor(s) engaged by the user. The extrajudicial collection costs amount to at least 15% of the total amount owed by the counterparty to the user with a minimum of € 500, excluding VAT.

10 Suspension and set-off

10.1 If the counterparty is in default of the correct and/or timely fulfillment of one or more obligations, the user is authorized to suspend his activities until the counterparty has fully fulfilled his obligations.
10.2 The user is authorized to set off a claim, whether or not due, on his part against an obligation of the counterparty.
10.3 The counterparty is not entitled to set off any claim he has or pretends to have on the user.

11 Registration and communication activities

11.1 Registration and communication activities are understood to mean those activities carried out to communicate with participants and/or guests and that are necessary to register whether participants and/or guests will be present or absent at the relevant meeting or event. Communication takes place via email and/or internet (applications) and by post.
11.2 If, as a result of the untimely delivery of work, data, or response/feedback by the counterparty, the assignment can only be executed on time by engaging third parties or by overtime, the user will be entitled to do so without prior consultation with the counterparty, and the resulting costs will be borne by the counterparty. In the event of untimely delivery of work, data, or response/feedback by the counterparty, the user is entitled to set a new date for the execution of the relevant (partial) activities.
11.3 The user and/or his suppliers/subcontractors ensure regular backup of all files on the server but accept no responsibility for any loss of data and the resulting damage.
11.4 The user is not liable for the failure or unavailability of registration pages and/or websites due to failures in the Internet or with other providers, power outages, telephony, etc.
11.5 The (temporary) unavailability or reduced availability of a registration page and/or website application never entitles the counterparty to any compensation or price reduction. The user accepts no liability for business or consequential damage due to shortcomings in what is delivered by him or through mediation.
11.6 The user is not liable for the security of or misuse by third parties of the data stored. The user is in no way liable for the loss, damage, or incorrect use of data or confidential and secret information.

12 Applicable law and competent court

12.1 Every legal relationship between the user and the counterparty is governed by Dutch law.
12.2 All disputes related to and/or arising from these general terms and conditions and/or agreements to which these conditions apply will be exclusively adjudicated by the competent court in Amsterdam.
12.3 The user remains entitled to bring a claim before the court that would be competent according to the statutory rules.

Amsterdam, February 11, 2008, last amended on May 19, 2010