Terms and conditions.

Principal: the natural person or legal entity which has given DDG an assignment to advise on, organise or execute an event or other marketing communication project.

DDG: Dirkse De Graaf b.v., a private company with limited liability, which has undertaken towards the Principal to advise on, organise or execute an event or other marketing communication project or is willing to undertake said commitment(s).

Agreement: the agreement between the Principal and DDG to advise on, organise or execute an event or other marketing communication project.

Artist: every artist (in the broadest sense of the word) speaker or musician, alone or as a team, who has/have undertaken towards DDG to give a performance.

Production date: the (first) day on which, pursuant to the agreement, the event to be organised or executed by DDG shall take place.

Location/time: the location and time of execution of (part of) an event as agreed with the Principal.

These General Terms and Conditions shall form part of any quotation and agreement with DDG.

Provisions to the contrary and any general (purchase) conditions of the Principal shall only apply if and insofar as they have expressly been accepted in writing by DDG.

Quotations from DDG are considered to be an invitation to a potential Principal to make an irrevocable offer to conclude an agreement as described in the quotation.

DDG’s quotations shall be valid for 14 days. After this period any options shall lapse and DDG reserves the right to use the capacity reserved for the execution of the quotation for other applications.

Any quotations given by DDG are without obligations and may, as long as an agreement has not been reached, at any time be altered or revoked by DDG, without DDG being liable to the Principal for any damages or compensation in any form whatsoever.

Assignments shall in any event be considered to be accepted by DDG if the Principal has received a written confirmation of the assignment or if DDG has sent a written confirmation of the assignment.

In the event that a written confirmation of the assignment has not been made, the agreement is deemed to have been concluded if DDG has already begun the execution of the assignment insofar as this commencement of the execution arises from agreements or statements, from or on behalf of the Principal, in which DDG within reason could and might put its trust.

If as a consequence of an alteration of the agreement the delivery period is exceeded, this period shall be extended for an indefinite period of time – unless otherwise agreed in writing. This excess shall be at the Principal’s risk and expense. Any connected costs and losses shall be at the Principal’s expense.

The Principal shall ensure that any information and/or reference materials within reason required by DDG for, in its opinion, the adequate execution of the assignment, shall come into possession of DDG in the required form and on time. The Principal shall also provide any other required co-operation regarding the execution of the assignment. DDG has the right to suspend the execution of an assignment until the time when the Principal has fulfilled all the said obligations. Any costs and losses incurred as a consequence of the suspension shall be at the Principal’s expense.

DDG shall be able to execute any agreement to the best of its ability and shall have the right to engage third parties with and for the execution of an agreement.

If at the request of the Principal, during the execution of an agreement, the original agreement is deviated from then the additional costs shall be at the Principal’s expense.

DDG shall be notified by registered letter of complaints regarding the execution of the agreement, as soon as possible but no later than within eight days after the execution has been completed, under penalty of forfeiture of any claim whatsoever.

Minor deviations in the execution, also aesthetically, shall be no cause for complaints.

The Principal itself shall obtain the permission of third parties or permits required for the execution of the agreement.

The Principal itself is responsible for the acts or omissions of the visitors to an event organised or executed by DDG pursuant to the agreement.

Unless otherwise agreed the Principal shall at its own expense take sufficient measures to ensure the safety of the artists and visitors to an event.

The Principal shall also take such safety measures that damage to or loss or theft of goods, made available by DDG or on behalf of DDG, shall be prevented or the Principal shall take out adequate insurance to cover this risk. If agreements on the aforementioned measures have already been made DDG still has the right to make additional demands regarding the safety measures or insurance if changed circumstances (such as, for instance, increased popularity of an artist) require it.

If the Principal takes inadequate measures to guarantee safe execution of an event, DDG shall have the right to cancel the event, entirely or partially, without the Principal having any claim to damages or a reduction of the price agreed on with DDG.

In the case of damage to and/or loss of goods and/or damage or injury sustained by an artist or member of the group, engaged by DDG within the context of this event, or one of DDG’s employees/consultants, arisen in relation to the event and caused by any acts or omissions by the Principal, its personnel or employees/consultants or members of the public, then the Principal shall reimburse DDG for the ensuing damage within 30 days after receipt of a request to that effect. The replacement value and/or (with minor damage) the cost of repair of the goods, medical care costs, lost income and non-economic damages (in accordance with the standards developed in Dutch case law) shall in any event be reimbursed.

DDG has the right to suspend execution of the agreement if it has reasonable grounds to assume that the Principal shall not (be able to) fully comply with its obligations under the agreement.

Any impediment, irrespective of the cause, on the part of the Principal, as a consequence of which the event cannot take place, entirely or partially, does not release the Principal from its obligations to pay the total amount stated in the confirmation of the assignment. The Principal shall not be able to invoke force majeure in such a case. The Principal at its own expense shall take out insurance to cover this risk.

DDG has the right to require payment of one (or several) advance(s) on the agreed price, before and during the execution of the agreement. Payment of such an advance shall take place within fourteen days after the invoice date, failing which the Principal shall be in default by operation of law.

DDG shall then have the right to dissolve the agreement under the Principal’s obligation to fully indemnify DDG; the minimum amount of damages then being reimbursement of the cost completely substantiated by DDG and 75% of the fee agreed on for the complete execution of the agreement or of the fee reasonably to be expected. The Principal shall then, furthermore, indemnify DDG against any claims of third parties involved with the execution of the agreement.

DDG shall, as soon as possible but no later than eight days after the invoice date, be notified by registered letter of complaints regarding invoices.

The Principal does not have the right to suspend its payment obligation or to offset its payment obligation against any claims it may have against DDG.

Every payment made by the Principal shall initially be deducted from the cost, subsequently reduce the interest due and finally reduce the principal amount due to DDG.

If DDG’s cost price is increased as a consequence of interim rate adjustments of the sales tax, social insurance contributions, wage withholding tax or other government levies or as a consequence of price changes from third parties, DDG shall have the right to pass these changes on to the Principal. In the event of foreign currency to be passed on, the current rate on DDG’s invoice date shall be charged.

If the Principal is in default, an interest for overdue payment equalling the statutory interest rate plus two percentage points with a minimum of 1% per month shall apply.

Principal is responsible for the total financing of the event. If Principal outsources the financial coordination of the event to DDG, Principal still stays owner and principal of this event.

If non-Principal sponsorships are part of funding of an event, Principal will still be responsible for the total financing of the event.

Principal is responsible for the acquisition of the “Partner sponsorship fees”. Principal guarantees the payments of these “Partner sponsorship fees” by Partners to DDG.

DDG will invoice these “Partner sponsor ship fees” on behalf of Principal and will make reasonable efforts to collect payments. All invoices of “Partner sponsorship fees” have to be paid for by all Partners to DDG within 1 month from the event date.

After this time of 1 month has lapsed Principal will pay, on request by DDG, the sponsorship fees which haven’t been paid by Partners to DDG. If a Partner pays their overdue sponsorship fees after Principal has settled this fee with DDG, DDG will refund Principal for the applicable amount.

If the Principal attributably fails to fulfil any of its obligations under the agreement, then on account of the delay caused by this failure it shall forfeit to DDG a penalty, immediately due and payable, equal to twice the price for the execution of the agreement, without prejudice to DDG’s right to additionally require complete damages.

Any extrajudicial costs incurred by DDG within the context of a failure to perform attributable to the Principal shall be reimbursed by the Principal to DDG. The extrajudicial costs are deemed to amount to at least 15% of the amount the Principal shall pay DDG.

DDG shall not be liable for any damage on the part of the Principal. For direct damage sustained by the Principal, directly resulting from DDG’s failure to perform provisions of the agreement or DDG’s failure to perform on time or properly, DDG shall only be liable in case of an intentional act or omission or gross negligence on the part of DDG. DDG shall not be liable for indirect or consequential damage, such as the loss of profits.

If DDG is liable, liability shall be limited to a maximum of the total amount agreed on for the complete execution of the event or the, within reason, expected fee for DDG, all insofar as the amounts have actually been paid by the Principal.

DDG shall be notified of every claim for damages from the Principal, within eight days after the date on which the Principal became aware of both the damage and DDG’s liability or within reason could have been aware of these facts. Legal action for damages instituted by the Principal shall in any event be precluded by the lapse of six months after the event causing the damage.

The Principal is liable towards DDG for any damage incurred by DDG as a consequence of the Principal’s failure to fulfil its obligations as referred to in article 6. This applies in particular to loss, embezzlement or theft by third parties of goods put at the disposal of the Principal by DDG or third parties acting upon instructions from DDG or goods which are, for instance, deposited with the Principal in relation to an event at the location.

Failure to perform resulting from force majeure shall not be attributed to the party failing to perform its obligations if this failure is not attributable to its fault, nor shall be for its expense under the law, a legal act or according to generally accepted standards, as for instance pursuant to article 7.2.

Insofar as DDG for the execution of the agreement (also) depends on third parties, whether or not engaged for DDG, failure to perform as a result of acts or omissions from these third parties shall not be attributed to DDG. Such acts or omissions shall also include an artist who does not appear because of illness.

DDG has the right to provide a proper substitute performance if the agreement as a consequence of unforeseen circumstances, entirely or partially, cannot be executed as agreed, without creating a right for the Principal to a reduction of the agreed price or dissolution of the agreement. DDG shall – as soon as possible – inform the Principal of such circumstances.

The Principal shall pay DDG for the work already done a reasonable fee to be determined by mutual agreement if execution of the agreement is permanently impossible due to force majeure on the part of DDG.

Except in case of serious misconduct or gross negligence on the part of DDG or a person for which DDG is liable, DDG shall not be liable for the consequences in the event that any employee/consultant of or (a member of) any group(s) / artist(s) is/are late or does / do not arrive.

If a radio or television appearance or a show abroad of the artist(s) or (one of) the group in all fairness cannot be combined with the agreed event, DDG shall have the right to dissolve (the relevant part of) the confirmation of the assignment by means of a notice to the Principal, stating the wish, without any party deriving any right to damages. In such a case DDG, in consultation with the Principal, shall try to arrange another date for the show of the artist(s) / group(s) of artists concerned, if possible, or shall try to engage a replacement artist or artists / group(s) of artists. If no replacement artist(s) / group(s) of artists is/are engaged then the fee for the relevant artist(s) shall be deducted from the agreed total amount.

The Principal shall refrain from executing ideas or proposals from DDG (or having the ideas and proposals executed) in relation to an event outside DDG or to repeat the execution of an event.

Without DDG’s written permission no sound and video recording shall be made of artists performing in the context of an event.

Without DDG’s written permission no sound recording media, posters, photographs or other articles using the name or likeness of an artist performing in the context of an event shall be sold before, during or after the show.

Any rights (in particular copyright and neighbouring rights) regarding any programme designed by DDG for the agreed event shall be exclusively owned by DDG, unless expressly agreed otherwise. Any such programme or part thereof or an altered version thereof may only be reproduced and/or circulated with prior permission from DDG.

According to The EU General Data Protection Regulation (GDPR/AVG) DDG uses the personal data of any party to this agreement only for the purpose of this agreement and with permission of the party the data belong to.

DDG will only share the data with third parties with permission of the party the data belong to.

The data will be used and saved by DDG no longer than necessary for the duration of the agreement or upon statutory obligation.

DDG elects domicile at the address stated in the confirmation of the assignment for the execution of this confirmation and any legal claims arising therefrom.

This agreement is governed by Netherlands law. Any dispute shall come within the exclusive jurisdiction of the competent Court in Utrecht.

These terms and conditions are applicable to any and all proposals, contracts, agreements and commitments by and between DDG Promotions BV – hereinafter referred to as “DDG” – and its counterparty – hereinafter referred to as the “buyer” – as also to the relevant implementation of all proposals etc., unless the parties expressly stipulate otherwise in writing. These terms and conditions are also applicable to any and all agreements with DDG for the implementation of which DDG relies on the services of third parties.

If one or more provisions of these general terms and conditions are invalid or nullified then the other provisions of these general terms and conditions shall remain in full force and effect and DDG and the buyer shall enter into discussions in order to agree on new provisions to replace the invalid and/or nullified provisions.

Applicability of the general terms and conditions of the buyer is expressly rejected. At the moment of conclusion of the agreement the buyer is deemed to have agreed with the exclusive applicability of these general terms and conditions. The same applies to further contracts awarded orally, by telephone, by facsimile, by email or in any other way to DDG by the buyer in order that written confirmation by DDG is not (still) required.

Any and all proposals, in any form whatsoever, are subject to contract, unless the proposal includes a time limit for acceptance.

The offers prepared by DDG are valid for the period specified in the offer. If a period is not specified then the offer is valid up to 14 days after the date that the offer has been issued. DDG shall only be bound by the offers if the acceptance of the same by the buyer is confirmed by the buyer in writing within 14 days and on the condition that the goods offered in the offer are still available and/or can still be delivered.

Any and all proposals / offers made by DDG can, as long as the agreement has not been concluded yet, always be changed or revoked by DDG, without DDG being liable to pay compensation (for damages) in any form whatsoever to the buyer.

If the acceptance deviates from the proposal included in the offer then DDG shall not be bound by this. The agreement is not concluded in accordance with the said deviating acceptance, unless DDG indicates otherwise.

A combined quotation shall not compel DDG to deliver a part of the goods included in the proposal or offer at a corresponding part of the quoted price.

Proposals or offers are not applicable to repeat orders.

Agreements to which DDG is a party are only deemed to have been concluded after DDG has accepted an order of the buyer or after the actual delivery of the sold goods has taken place. An order must be understood as any and all orders placed in any way whatsoever that were communicated to DDG.

The prices in the proposals / offers are applicable to delivery ex warehouse of DDG, in euros, exclusive of VAT, official duties as also exclusive of shipping and administration costs, unless expressly stipulated otherwise.

If DDG concludes agreements with the buyer more than once then the present general terms and conditions are always applicable to any and all subsequent agreements, regardless of the fact if they were explicitly declared applicable or not.

Delivery takes place as soon as the goods are ready for shipment at the warehouse of DDG, unless stipulated otherwise. The risk then transfers to the buyer. The buyer is then deemed to have taken delivery of the goods in a correct state.

The buyer is held to take delivery of the goods at the moment that DDG delivers or has these delivered to the same or at the moment that they are made available to the same pursuant to the agreement.

If the buyer does not pick up the purchased goods within 5 working days after availability or does not immediately take delivery then DDG shall be entitled to charge storage expenses.

The loss of or damage to the goods after the risk has transferred to the buyer shall not release the buyer from the obligation to pay the price, unless the loss or the damage can be blamed on an act or omission of DDG.

If the buyer refuses or fails to supply information or instructions that are required for the delivery then DDG shall be entitled to store the goods at the risk and expense of the buyer.

DDG shall be entitled to charge potential delivery costs.

If DDG provided a delivery period then it is indicative. Hence, an indicated delivery period shall never be a fatal deadline. In case of an overstepping of a period the buyer must give DDG written notice of default.

If DDG requires data from the buyer within the framework of the implementation of the agreement then the delivery period shall start after the buyer has made these available to DDG.

DDG shall be entitled to deliver the goods in instalments. DDG shall be entitled to invoice partial deliveries separately.

The buyer is held to inspect (have inspected) the delivered goods at the moment of delivery (completion), however in any case within 8 days after delivery (completion). In this respect the buyer should inspect if the quality and quantity of the delivered goods correspond with what had been stipulated, at least comply with the requirements that are imposed on the same in normal business transactions.

Potential visible shortcomings must be reported to DDG in writing within 8 working days after delivery.

If a complaint is submitted in a timely fashion in pursuance of the previous paragraph then the buyer shall remain liable to take delivery of and to pay for the purchased goods. If the buyer wants to return defective goods then this can only and exclusively take place with prior written consent of DDG in the manner indicated by DDG.

If a model was shown to the buyer then it is assumed to merely have been shown as an indication without the good having to correspond with the same, unless it is expressly stipulated that the goods shall correspond with it.

The buyer must give DDG the possibility of examining (having examined) the complaint.

Payment must take place in cash upon delivery or within 14 days after the final invoice date in a manner indicated by DDG in the invoiced currency. Objections to the level of the invoices shall not suspend the payment obligation. Article 5.2 applies to payment of advances.

DDG shall be entitled to invoice advances. Payment of advances must take place within 7 days after the date of the invoice, failing which the buyer shall be in default by operation of law.

Stipulated prices are exclusive of VAT, unless indicated otherwise.

Complaints following an invoice must be communicated to DDG in writing as soon as possible, however at the latest 8 days after the date of the invoice.

The buyer is not authorised to suspend its payment obligation or to settle it with any claims that the buyer may have vis-à-vis DDG.

If the cost price of DDG is increased as a result of unexpected circumstances, including interim rate changes in turnover tax, national insurance contributions, payroll tax or other official duties, or as a result of price changes of third parties then DDG shall be entitled to pass the said changes on to the buyer. In case of foreign currency to be passed on, the spot exchange rate applicable on the date of the invoice of DDG is used.

If the buyer fails to effectuate the payment within the imposed time limit then the buyer shall be in default by operation of law. The buyer is also liable to pay default interest at a rate of 1% per month or part thereof, unless the statutory interest rate and/or the statutory commercial interest rate is higher, in which instance the highest interest rate shall apply. The interest on the claimable amount shall be calculated from the moment that the buyer is in default up to the moment of payment of the full amount.

In case of liquidation, bankruptcy (or a winding-up petition), admission of the buyer to the statutory debt restructuring scheme pursuant to the Dutch Debt Restructuring (Natural Persons) Act, attachment or (provisional) suspension of payment of the buyer the claims of DDG vis-à-vis the buyer immediately fall due.

Payments are first applied to the costs, then to the accrued interest and finally to the principal sum and the accruing interest.

If the buyer is in default or fails to comply with its obligations (in a timely fashion) then any and all reasonable costs to obtain satisfaction in and out of court shall be at the expense of the buyer. The extra-judicial collection costs are calculated in accordance with the collection rate as recommended by the Dutch Bar Association in collection cases, with a minimum of € 350.00.

The parties are held to observe confidentiality with regard to any and all confidential information that they obtained from each other or from another source in the context of their agreement. Information is deemed to be confidential if this was communicated by the other party or if this follows from the nature of the information.

If, in pursuance of a statutory provision or a judicial ruling, DDG is held to also disclose confidential information to the third parties designated by law or the competent court and DDG can in connection therewith not rely on a statutory right of non-disclosure or a right of non-disclosure recognised or permitted by the competent court then DDG shall not be liable to pay compensation or to provide indemnification and the buyer shall not be authorised to rescind the agreement on account of any damages resulting from the same.

Any and all goods delivered by DDG remain the property of DDG until the buyer has complied with any and all obligations pursuant to agreements concluded with DDG.

The buyer is not authorised to pledge or otherwise encumber the goods that are subject to reservation of title.

If third parties impose an attachment on the goods subject to reservation of title or intend to establish or enforce rights on or in respect of the same then the buyer is held to forthwith inform DDG accordingly.

Goods delivered by DDG that are, in pursuance of the first paragraph of this article, subject to reservation of title can only be resold in the context of the normal business operations and can never be used as payment instrument.

If DDG intends to exercise the ownership rights as intended in this article then the buyer hereby already gives DDG or a third party to be designated by DDG unconditional and irrevocable consent to enter all the locations where the property of DDG is located and also to take back the said property.

The goods delivered by DDG comply with the technical requirements and specifications that are imposed on the same by the manufacturer.

This warranty only applies if the parties stipulated this in writing.

A stipulated warranty is limited to:

• manufacturing faults and does therefore not include defects and damages resulting from wear and tear and improper and/or injudicious use by the buyer or a third party;
• deliveries to buyers in the Netherlands.

The stipulated warranty expires:

• in case of resale of the delivered goods, unless the parties expressly stipulated otherwise;
• in case of injudicious or improper use by the buyer or a third party or after changes, alterations or repairs by the buyer or a third party on or of the delivered goods.

As long as the buyer does not comply with its obligations deriving from agreements concluded by and between the parties, the buyer cannot rely on this warranty provision.

DDG is authorised to suspend its obligations or to rescind the agreement if:

• the buyer does not comply with its obligations or not in a timely fashion or not completely;
• circumstances come to the knowledge of DDG after the conclusion of the agreement that give good reason to fear that the buyer shall not comply with the obligations or shall not do so in a timely fashion or not completely. If there is good reason to fear that the buyer shall only partly or not properly comply then the suspension is only permitted to the extent that it is justified by the shortcoming;
• upon the conclusion of the agreement the buyer was requested to provide security for compliance with its obligations pursuant to the agreement and the said security fails to materialise. As soon as security has been provided, the authority to suspend expires, unless the said compliance is consequently delayed unreasonably.

Moreover, DDG shall be authorised to rescind (have rescinded) the agreement if circumstances occur that are of such nature that compliance with the agreement has become impossible or can, according to the principles of reasonableness and fairness, no longer be required or if circumstances otherwise occur that are of such nature that unchanged preservation of the agreement can reasonably not be required.

If the agreement is rescinded then the claims of DDG vis-à-vis the buyer immediately fall due. If DDG suspends compliance with the obligations then it retains its claims by law and pursuant to the agreement.

DDG always reserves the right to claim compensation.

If the buyer, after an agreement has been concluded but before the implementation of the agreement has started, intends to cancel it then 100% of the order price (inclusive of VAT) shall be charged by way of cancellation costs, unless stipulated otherwise.

If in case of cancellation the buyer refuses to take delivery of goods already purchased by DDG, whether or not processed or treated, then the buyer is held to pay any and all costs, e.g. transport and storage costs, deriving from the same to DDG.

Cancellation must take place by registered letter.

If goods delivered by DDG are defective then the liability of DDG vis-à-vis the buyer shall be limited to what is regulated in these terms and conditions under "Warranty".

If DDG is liable for direct damages then the said liability shall be limited to at most the invoice amount, at least that part of the agreement to which the liability is related.

DDG shall never be liable for indirect damages, including but not limited to consequential damages, lost profit, lost savings and losses due to business interruptions.

The limitations of the liability for direct damages included in these terms and conditions are not applicable if the damages can be blamed on intent or gross negligence of DDG or its subordinates.

In case of force majeure and other circumstances of such nature that (timely) compliance with the contract can reasonably not be required of DDG, DDG shall, such at its sole discretion, be entitled to claim that:

• a) where possible, the contract is changed in such manner that the performance shall be possible; or
• b) the completion time is extended by a duration equal to that of the continuation of the aforementioned circumstances.

The circumstances as intended in paragraph 1 are understood to also include fire, industrial action or lock-outs and the instance where performance is made impossible for DDG by staff or material - whether or not originating from third parties - that DDG relies on for the implementation of the agreement, regardless of the relevant reason.

If it becomes apparent after the conclusion of the agreement that it is impracticable due to circumstances that were unknown to DDG upon the conclusion of it then DDG shall be entitled to claim that, where possible, the contract is changed in such manner that performance shall be possible.

If the extension of the completion period as intended in paragraph 1 shall, at the discretion of DDG, exceed more than three months, or if compliance shall be permanently impossible, then DDG shall be entitled to cancel the agreement for the part that has not been implemented yet. If there is question of partial performance then the buyer shall be liable to pay a proportionate part of the total price.

Without prejudice to the other provisions set forth in these terms and conditions, DDG reserves the rights and authorities that are vested in DDG pursuant to the Dutch Copyrights Act and the intellectual property law.

Any and all documents, e.g. offers, invoices, etc., provided by DDG are exclusively meant to be used by the buyer and can, without prior consent of DDG, not be reproduced, disclosed or made available to third parties by the buyer, unless the nature of the provided documents indicates otherwise.

DDG reserves the right to use the knowledge gained as a result of the performance of the activities, to the extent that in connection therewith confidential information is not disclosed to third parties.

The client indemnifies DDG against any and all prosecutions, claims or other actions of third parties to the extent that they are the result of liability and/or damages on the part of the client, including infringements of intellectual and industrial property rights, unless the acts and/or omissions of the client are the result of failing, late or improper compliance with the contractual obligations of DDG.

Dutch law is applicable to any and all agreements.

Any and all disputes that arise or originate from the agreement concluded by DDG or agreements that are related to the same shall exclusively be settled by the relevantly competent court in Utrecht. The Vienna Sales Convention is expressly excluded.