General terms and conditions of sale
Sylvester Events BV, Sylvester TV BV & Sylvester Productions NV
Article 1: Definitions.
1.1 The Client is defined as the natural or legal person who instructs Sylvester Events BV, Sylvester TV BV or Sylvester Productions NV to organise a meeting or otherwise carry out activities for that person.
1.2 The 'Contractor' is understood to mean Sylvester Events BV, Sylvester TV BV or Sylvester Productions NV, who accepts the order for the organisation of meetings, events and other activities or acts as an intermediary in the organisation of meetings, events or other activities on behalf of the Client.
1.3 A ‘Meeting’ is understood to mean a congress, symposium, seminar, study day, annual meeting, information meeting, anniversary, company opening, course programme, company outing, team building, party, family day, reunion, as well as the organisation of any other event or activity for which Principal concludes an agreement with Contractor.
1.4 An order is understood to mean a request from the Client to the Contractor to perform activities against payment.
1.5 ‘Work’ is understood to mean all acts and/or actions that the Contractor deems necessary to execute the granted order.
1.6 An ‘Offer’ is understood to mean the organisational activities specified to a greater or lesser degree and the budget for the costs associated with these activities.
Article 2: Application of the General Terms and Conditions.
2.1 These General Terms and Conditions apply to every agreement entered into between Principal and Contractor, unless otherwise agreed in writing.
2.2 The general terms and conditions of the Client or other general or special terms and conditions are explicitly not applicable, unless specifically stated otherwise.
2.3 These general terms and conditions shall also apply to third parties engaged by the Contractor. These third parties may invoke these terms and conditions directly vis-à-vis the Client in order to ward off their liability.
Article 3: Offers and specifications.
3.1 All quotations and specifications of the Contracted Party are merely indicative and may be withdrawn at any time, unless agreed otherwise in writing. The quotations and specifications will be drawn up on the basis of the instructions given by the Client.
Any changes to these may result in a change in price.
3.2 All quotations by the Contracted Party will be valid for 30 days, unless agreed otherwise.
Article 4: Order Confirmation.
4.1 An agreement is concluded after the explicit written acceptance, by the Client or its authorised representative, of an offer or specification in accordance with article 3 of these general terms and conditions.
4.2 If the actual delivery took place before the explicit written acceptance by Customer or its authorized representative, the contract is deemed to have entered into force on the date of commencement of the actual delivery.
Article 5: Amendments.
5.1 Amendments to the order must at all times be passed on to Contractor by the Client in good time and in writing. If changes are communicated verbally, the risk of implementation is borne by the Client.
5.2 If a change to an order results in an increase in the number of hours to be spent, the additional number of hours to be spent shall be charged to the Client at the then agreed rates. In connection with the changes, Contractor shall provide insight into the associated time overruns, as well as an offer for the associated additional costs. This is not limited to hours worked, but these additional costs may also be of a logistical or any other nature.
5.3 Contractor is entitled to change these General Conditions unilaterally. In that case, Contractor shall notify Principal of the amendments in good time. There will be at least one month between this notification and the entry into force of the amended conditions.
Article 6: Prices.
6.1 All prices are exclusive of 21% VAT, unless otherwise indicated.
6.2 Costs charged by third parties that are directly related to the performance of the assignment, such as accommodation costs, speakers' and/or lecturers' fees, catering and/or technical facilities, etc., may be charged directly to Principal if they are not included in the quotation or the specifications.
6.3 Our quotations and specifications are drawn up on the basis of the instructions given by the Principal. Any change in this may entail a proportional price revision.
Article 7: Advance payment.
7.1. The Contractor shall always prepare an advance invoice for 50% of the offer signed by the Client. This advance invoice must be paid before the Order commences. Failure to pay the advance shall nullify the Contractor's obligation to perform the Order.
Article 8: Term of payment.
8.1 The Contractor uses a payment term of 30 days after receipt of the invoice.
8.2 In the event of non-payment on the stipulated due date, the amounts payable shall, ipso jure and without notice of default being required, be increased by default interest in accordance with the Act of 2 August 2020 on the fight against payment arrears in commercial transactions.
In addition, the Client shall owe fixed and irreducible damages of 15% on the outstanding invoice amount, with a minimum of €500.00, without prejudice to the interest on arrears referred to in these general terms and conditions of sale and any costs due, including legal costs.
8.3. The lack of payment on the due date renders any other claim against the Client legally recoverable. Complaints are not of such a nature that they suspend the payment obligations of the Customer with regard to other deliveries.
Article 9: Cancellations.
9.1 If Principal wishes to cancel the agreed order partially or completely, both parties shall consult about a possible replacement of the order, for instance at another date, which causes the least possible damage and costs for both parties. Agreements made will be laid down in writing in a new order by patent office Novopatent. Damage resulting from displacement of the order shall be borne by the Client.
9.2 If the Client cancels an order without the replacement referred to in 9.1 being agreed, the Client shall be obliged to reimburse the Contractor for all costs and damage, including loss of profit, resulting from the cancellation. All invoices already paid shall be offset against these costs.
9.3 The loss of profits is fixed at 30% of the agreed price, excluding VAT. If an advance payment has already been made in accordance with Article 7, this will remain acquired and will be deducted from the compensation due.
Article 10: Suspension and dissolution.
10.1 The Contractor shall be entitled to suspend further execution of the order if the Client fails to comply with the payment conditions and/or fails to provide the required bank guarantee.
10.2 Furthermore, the Contractor shall be entitled to terminate, without judicial intervention, the agreements between the Contractor and the Client, insofar as they have not yet been performed, if the Client does not timely or adequately fulfil its obligations arising from any agreement entered into with the Contractor, as well as in case of bankruptcy or suspension of payment of Client or in case of closing down or liquidation of Client's company.
10.3 The consequences of suspension and/or termination shall be entirely at the expense and risk of the Client. Suspension and/or dissolution shall not affect the payment obligation for work already performed. In addition, Contractor shall then be entitled to claim from the Client compensation for damage, costs and interest caused by the breach of contract by the Client and the dissolution of the Agreement, including the loss of income incurred by Contractor, in accordance with article 9.3 of these General Terms and Conditions of Sale.
Article 11: Duty of care and confidentiality.
11.1 The Contractor shall perform each order with customary care and professionalism.
11.2 The Contractor shall ensure the confidentiality of all information supplied by the Client in the context of the order.
11.3 All information that is transferred or exchanged between the Contractor and the Client in the context of the agreement remains strictly confidential, except for the information that the Client would have made public or the information that is normally accessible to the public.
Article 12: Engaging third parties.
12.1 The Contractor has the right to contract third parties for the execution of an order and/or related activities.
Article 13: Liability.
13.1 In order to be valid, any complaint or refusal must be made known by registered letter within 5 calendar days of the delivery of the goods or the performance of services.
If the Customer fails to accept the delivery, the period of 5 calendar days starts from the moment of receipt of the invoice. The absence of any dispute in accordance with the foregoing provisions implies for the Customer the unconditional acceptance of the delivered product, the delivered service and the invoice.
The use of part of the delivery (goods, services and/or performance) legally implies the approval of the whole. The defects of a part of the delivery do not give the Client the right to refuse the entire delivery.
13.2 If an objection concerning the services supplied is found to be well-founded and Contractor's liability in the matter is established, Contractor shall, at his discretion, either pay compensation of no more than the invoice value of the goods supplied or replace the goods supplied free of charge, after having received the original goods back, if applicable. Contractor shall never be obliged to pay further compensation.
13.3 Contractor's liability for any damage resulting directly or indirectly from defects in the services or goods supplied by him shall in any case be limited to the amount of his compensation less the costs already incurred in respect of the delivered goods.
13.4 Contractor is not liable for damage to, loss of or destruction of objects, materials or data made available to Contractor for, by or on behalf of the Client. Having goods transported is at the risk of the Client.
13.5 If the Client performs part of the activities for the meeting, event or activity for which the Contractor has been engaged, the Contractor may play an advisory role, but cannot be held liable for the execution thereof.
Article 14: Force majeure.
14.1 In the event of force majeure the Contractor shall be entitled to suspend the performance of the order or to terminate the agreement in whole or in part out of court without any right of the Client to reimbursement of costs, damages and interest.
14.2 Force majeure means circumstances that prevent the performance of the agreement and which cannot be attributed to Contractor. These circumstances shall include (if and insofar as they render performance impossible or unreasonably difficult): strikes in companies other than those of the Contracted Party, wildcat strikes or political strikes in the company of the Contracted Party, weather conditions, bankruptcy of the meeting, a general lack of items or services necessary for the performance of the agreement, unforeseen problems at suppliers or other third parties on which the Contracted Party depends, failure to obtain the necessary permits, diseases, epidemics and/or quarantines, government measures and general transport problems.
14.3 If Contractor has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it is entitled to claim payment for services already rendered, insofar as these services have independent value.
Article 15: Copyright / intellectual property.
15.1. Intellectual property rights, including but not limited to all patents, models, trademarks, trade names, domain names, goodwill, copyrights, neighbouring rights, database rights, rights to confidential information (including trade secrets and know-how), moral rights and all rights of a similar nature are and will remain the exclusive property of Supplier or the third party that owns or controls such intellectual property rights on the date of entry into force of this Order.
If the Client is the owner or holder of intellectual property rights, it will inform the Contracted Party hereof at the latest at the time of the signing of the order.
Any intellectual property rights that arise as a result of the execution of the order, including all changes, customer-specific changes and upgrades, are the property of Contractor.
Article 16: Obligations of the commissioning party.
16.1 Unless otherwise agreed in writing, the Client shall, at its own expense, take sufficient measures to ensure the safety of the place where the order is being performed (including but not limited to the safety of artists, employees and visitors). If arrangements have already been made regarding these measures, Contractor is nevertheless entitled to make additional demands at any time when circumstances so require.
16.2 Unless explicitly agreed otherwise in the offer, the Client will take out the necessary insurances in connection with the order, such as, but not limited to, insurance to cover theft, damage to or by materials, the Client's civil liability, etc.
All insurance taken out by the Contracted Party in the context of the assignment will be at the expense of the Client. In addition, the Contracted Party will also take out civil liability insurance.
16.3 The Client shall be obliged to provide the Contractor, in good time, with all information which it knows or ought to know is necessary for the performance of the Order. The Client guarantees the accuracy and completeness of the information it provides.
16.4 Client has no claim to any form of compensation if:
(a) The Client has not, or not sufficiently, fulfilled its obligations as included in articles 3.1 and/or 3.2 of these general terms and conditions and the Contracted Party cancels the order in full or in part (as the Contracted Party is entitled to do).
(b) The Client has not, or not sufficiently, fulfilled its obligations as included in article 3.1 and/or 3.2 in these general terms and conditions, the Contractor has pointed this out to the Client in writing and the Client nevertheless wishes the order to continue.
16.5 The Client is responsible for paying the fees for the use of intellectual property rights of third parties.
16.6 Unless otherwise agreed in writing, the Client is responsible for obtaining the required consent of third parties and/or permits, as well as research into this.
16.7 The Client shall be responsible for the acts and omissions of any third parties engaged and/or invited by it and involved in the assignment, such as visitors to an event.
Article 17: Privacy and processing of personal data.
17. 1 The Client and the Contractor agree that, if the Contractor processes personal data in the context of this order, the Contractor will thereby act as a mere processor in the sense of the applicable regulations for the protection of personal data, in particular the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 and its transposition by the Act of 30 July 2019 on the protection of natural persons with regard to the processing of personal data (Personal Data Processing Act),with the Client, each for the personal data originating from them, acting as processors within the meaning of the same regulations.
Article 18: Jurisdiction and applicable law.
18.1 The assignment is always governed by Belgian law and disputes shall be exclusively settled by the Dutch-speaking Enterprise Court in Brussels.