GENERAL TERMS AND CONDITIONS OF VINKE VISION B.V.
Article 1 – Definitions
In these General Terms and Conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise.
Contractor: Vinke Vision B.V., established in Ermelo, the Netherlands, and registered with the Dutch Chamber of Commerce under registration number 52997936.
Client: The contracting party of the Contractor, being either a legal entity or a natural person acting in the course of a profession or business.
Assignment: The services to be agreed upon between the Client and the Contractor, including but not limited to: the organization of public events, planning and safety consultancy for complex events, live event coverage, and video production services.
Agreement: The service agreement entered into between the Contractor and the Client, to which these General Terms and Conditions apply.
In Writing: By letter, email, or any other written form of communication.
Article 2 – Applicability
These General Terms and Conditions apply to all offers, quotations, services, assignments, and agreements between the Contractor and the Client.
Any standard terms and conditions used by the Client shall apply only if and to the extent expressly accepted by Vinke Vision B.V. in writing.
These General Terms and Conditions are available via the Contractor’s website and shall be provided free of charge upon first request.
Article 3 – Quotations
Quotations issued by the Contractor are based on the information provided by the Client.
3.1 The Client warrants that, to the best of its knowledge, it has provided all essential information required for the preparation, execution, and completion of the Assignment. If additional information becomes available after confirmation of the Assignment and such information results in additional work, the associated costs shall be charged to the Client.
3.2 If a quotation contains a non-binding offer and the Client accepts that offer, the Contractor shall be entitled to revoke the offer within two (2) business days after receipt of the acceptance.
3.3 All prices stated in quotations are exclusive of VAT and any other taxes, duties, or government-imposed charges.
3.4 A composite quotation shall not oblige the Contractor to perform part of the Assignment at a corresponding proportion of the quoted price.
3.5 Quotations shall not automatically apply to future assignments.
3.6 Agreed execution dates and delivery deadlines shall be specified in the quotation or assignment confirmation. Any stated deadlines are indicative only, unless expressly designated in writing as strict deadlines. If the Contractor anticipates that an agreed deadline may not be met, the Contractor shall notify the Client in writing as soon as reasonably possible.
Article 4 – Performance of the Assignment
4.1 The Contractor shall perform the services relating to the Assignment to the best of its knowledge, expertise, and ability.
4.2 The Contractor shall be entitled to engage third parties in the performance of the Assignment, including independent contractors and self-employed professionals. The engagement of such third parties shall not affect the Contractor’s responsibility towards the Client.
The legal relationship between the Contractor and any third party engaged by the Contractor shall remain entirely separate from the Agreement between the Contractor and the Client. The Client shall have no rights or obligations vis-à-vis such third parties arising from that relationship.
4.3 For the performance of Assignments, the Contractor may engage independent professionals operating on a self-employed basis under service agreements. In the relationship between the Contractor and such independent professionals, the following shall apply:
a. The independent professional performs the services at his or her own expense and risk. The professional shall be free to determine the manner in which the agreed services are performed, subject to the requirements arising from the nature of the event or production, including safety protocols and scheduling requirements.
b. The independent professional is under no obligation to accept an Assignment. The scope of services and the applicable remuneration shall be agreed in writing for each Assignment. The independent professional shall invoice the Contractor directly for the services performed.
c. The independent professional shall be free to provide services to other clients, including clients offering competing services. The Contractor shall impose no restrictions on accepting other assignments, except as provided in Article 14.
d. The independent professional may appoint a suitably qualified substitute to perform the services, provided that such substitute possesses the qualifications required for the relevant activities and the Contractor has been notified in advance.
e. The independent professional shall be responsible for maintaining his or her own equipment and insurance coverage, unless safety or production requirements necessitate that the Contractor provides specific equipment. In such cases, Article 9 shall apply accordingly.
f. The Client acknowledges that the independent professionals engaged by the Contractor are not employees of the Contractor and that the Client does not exercise employer authority over such professionals. If any governmental authority or court determines that the relationship between the Contractor and an independent professional qualifies as an employment relationship, any resulting financial consequences—including payroll tax assessments, social security contributions, and any fines, shall be borne by the Contractor, unless such consequences result directly from instructions, working methods, or organizational integration imposed by the Client contrary to the provisions of the Agreement.
Article 5 – Amendments to the Assignment and Additional Work
5.1 The Client acknowledges that the timeline of the Assignment may be affected if the parties agree during the course of the Assignment to modify the approach, methodology, scope, or any related activities.
If changes to the performance of the Assignment arise as a result of actions or requests made by the Client, the Contractor shall, in consultation with the Client, implement the necessary adjustments. Where such adjustments result in additional work, such work shall be charged to the Client as an additional assignment, provided that the Client has given prior written approval, except as provided in Clause 5.3.
5.2 Notwithstanding Clause 5.1, the Contractor shall not be entitled to charge additional costs where the amendment or extension of the Assignment results from circumstances attributable to the Contractor.
5.3 In urgent circumstances arising during the performance of the Assignment, particularly during live events, the Client may provide verbal approval for additional work. The Contractor shall confirm such additional work to the Client in writing within forty-eight (48) hours after its occurrence.
Failure by the Client to submit a written objection within five (5) business days following such confirmation shall constitute acceptance of the additional work and the associated charges.
Article 6 – Fees and Rates
6.1 I Unless otherwise agreed in writing by the parties, the Contractor’s fees shall be calculated on the basis of an hourly rate.
6.2 Travel time shall be charged at fifty percent (50%) of the applicable hourly rate, unless otherwise agreed. Travel and accommodation expenses shall be reimbursed in accordance with the arrangements specified in the quotation.
6.3 All amounts stated by the Contractor are exclusive of VAT and any other applicable taxes or duties.
Article 7 – Payment Terms
7.1 Invoices shall be paid within twenty-one (21) days of the invoice date, unless otherwise agreed in writing between the Client and the Contractor.
Upon expiry of this payment term, the Client shall automatically be in default without the need for any notice of default or further demand.
Any objections regarding the amount of an invoice shall not suspend the Client’s payment obligation. The Client shall not be entitled to set off any outstanding invoices against any alleged claim it may have against the Contractor.
7.2 From the due date onwards, the Contractor shall be entitled to statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code on the outstanding amount.
Interest shall accrue from the date on which the Client enters into default until the date of full payment, whereby any part of a calendar month shall be deemed to constitute a full month.
Extrajudicial debt collection costs shall be payable in accordance with the Dutch Extrajudicial Collection Costs Act (Wet normering buitengerechtelijke incassokosten – WIK).
Where the Client acts in the course of business, the Contractor shall furthermore be entitled to reimbursement of extrajudicial collection costs equal to fifteen percent (15%) of the outstanding principal amount, subject to a minimum of EUR 250.
7.3 The Client shall submit any objections concerning the content or amount of an invoice in writing within fourteen (14) days of receipt thereof.
Objections relating solely to the invoice itself—such as incorrect amounts, incorrect specifications, or charges not previously agreed upon—shall be deemed waived and the invoice deemed accepted if not raised within the aforementioned period.
This shall be without prejudice to the Client’s right to submit complaints regarding the quality of the services performed in accordance with Article 8.1.
7.4 All goods, materials, equipment, and other items supplied to the Client shall remain the property of the Contractor until full payment has been received.
Article 8 – Inspection, Claims, and Complaints
8.1 Any complaints regarding the services performed shall be submitted to the Contractor in writing no later than fourteen (14) days after discovery of the alleged deficiency and, in any event, no later than sixty (60) days after completion or delivery of the relevant services or work.
Such notification shall contain as detailed a description as reasonably possible of the alleged deficiency in order to enable the Contractor to respond adequately.
Failure to submit a complaint within the applicable period may result in the loss of the Client’s right to claim rectification, unless the Client demonstrates that it could not reasonably have discovered the deficiency at an earlier date.
8.2 If a complaint is found to be justified, the Contractor shall, at its own discretion, either remedy the deficiency and perform the services in accordance with the Agreement or, where such remedy has demonstrably become meaningless for the Client, provide compensation or agree to a partial termination of the Agreement.
The latter circumstance must be communicated by the Client in writing.
Any compensation or termination shall be subject to and limited by the provisions of these General Terms and Conditions.
8.3 Complaints shall be handled by the designated contact person appointed by the Contractor. If a complaint cannot be resolved to the satisfaction of both parties, the parties may, by mutual agreement, submit the dispute to mediation before commencing legal proceedings.
Artikel 9 Teruggave ter beschikking gestelde zaken
9.1 If the Contractor has made any goods, materials, equipment, or other items available to the Client in connection with the performance of the Assignment, the Client shall, upon the Contractor’s written request, return such items within fourteen (14) days in their original condition, free from defects, and complete in all respects.
If the Client fails to comply with this obligation, all resulting costs shall be borne by the Client.
9.2 If, for any reason, the Client remains in default of the obligation referred to in Clause 9.1 after having been formally requested to comply, the Contractor shall be entitled to recover from the Client all resulting damages and costs, including the costs of replacement.
Article 10 – Liability
10.1 All Assignments accepted by the Contractor shall be performed on a best-efforts basis. The Contractor shall never be liable for any results or outcomes expected by the Client but not achieved through the performance of the Assignment.
10.2 The Contractor shall be liable only for direct damages.
Liability for indirect damages is expressly excluded, including but not limited to consequential damages, loss of profit, loss of savings, business interruption losses, and reputational damage.
10.3 The Contractor’s liability for direct damages shall be limited to the amount paid out in the relevant case under the Contractor’s professional liability insurance policy, increased by the deductible or excess borne by the Contractor under that policy.
If, for any reason whatsoever, no payment is made under such insurance policy, the Contractor’s liability shall be limited to the total amount, excluding VAT, invoiced by the Contractor to the Client in connection with the relevant Assignment.
In all circumstances, the Contractor’s aggregate liability shall be subject to an absolute maximum of EUR 500,000 (five hundred thousand euros) per event giving rise to liability or series of related events, regardless of the legal basis of the claim.
10.4 The limitations of liability set out in this Article shall not apply insofar as the damage results from wilful misconduct or deliberate recklessness on the part of the Contractor or its managerial personnel.
10.5 To the extent that the Contractor provides safety-related advice as part of the Assignment, including the preparation of safety plans and risk assessments, such services shall be performed on a best-efforts basis.
The ultimate responsibility for deciding whether to follow such advice, and for ensuring the safety of the event, rests with the Client, who, as permit holder or otherwise competent authority, bears the formal legal responsibility.
The Contractor shall not be liable for any damage resulting from the Client’s failure to follow, or improper implementation of, safety advice provided by the Contractor.
10.6 The Contractor shall not be liable for any damage suffered by third parties, including visitors, spectators, participants, emergency responders, or other persons, arising from or related to the performance of the Assignment.
The Client shall indemnify and hold the Contractor harmless against any and all third-party claims in this respect, unless the damage is the direct result of wilful misconduct or deliberate recklessness by the Contractor or its managerial personnel as referred to in Clause 10.4.
Article 11 – Force Majeure
11.1 Neither party shall be obliged to perform any obligation if prevented from doing so by circumstances beyond its reasonable control and for which it cannot be held responsible under applicable law, legal act, or generally accepted commercial practice.
11.2 For the purposes of these General Terms and Conditions, force majeure shall include, in addition to the meaning attributed thereto under applicable law and case law, any external cause, whether foreseeable or unforeseeable, over which the Contractor has no control and which prevents the Contractor from fulfilling its obligations.
Force majeure shall in any event include, but shall not be limited to:
- strikes and labour disputes;
- illness and/or incapacity of key personnel;
- government intervention, including the withdrawal of permits or orders to suspend or terminate an event;
- governmental measures resulting from, among other things, pandemics;
- physical or cyber warfare;
- extreme weather conditions;
- fire;
- flooding; and
- cyberattacks.
11.3 The Contractor shall notify the Client in writing of the occurrence of a force majeure event as soon as reasonably practicable and, in any event, within forty-eight (48) hours after becoming aware thereof, specifying the expected duration and consequences for the performance of the Assignment.
11.4 The Contractor shall take all reasonable measures to mitigate the consequences of the force majeure event, including arranging suitable replacement personnel in the event of illness of individuals involved in the performance of the Assignment.
11.5 If the force majeure situation continues for more than sixty (60) days, either party shall be entitled to terminate the Agreement in writing without any obligation to compensate the other party for damages.
Any services already performed and costs already incurred shall be reimbursed by the Client in proportion to the work performed.
Article 12 – Confidentiality
12.1 Both parties shall maintain strict confidentiality with respect to all confidential information obtained from one another or from any other source in connection with the Assignment.
Information shall be deemed confidential if it has been designated as such by the other party or if its confidential nature reasonably follows from the nature of the information itself.
12.2 If the Contractor is required, pursuant to a statutory provision or court order, to disclose confidential information to third parties designated by law or by a competent court, and the Contractor cannot rely on any statutory, judicially recognized, or otherwise permitted right to refuse disclosure, the Contractor shall not be liable for any resulting damages or losses.
In such circumstances, the Client shall not be entitled to terminate the Assignment or Agreement on the basis of any damage arising from such disclosure.
12.3 Where the Client is a public authority or governmental body, the Contractor acknowledges that the Client may be subject to disclosure obligations under the Dutch Open Government Act (Wet open overheid – Woo) or similar legislation.
The disclosure of information by the Client in compliance with such legal obligations shall not constitute a breach of the confidentiality obligations set out in this Article.
Article 13 – Intellectual Property
13.1 All works created by the Contractor in connection with the assignment, including but not limited to safety plans, protocols, designs, databases, audiovisual productions, and live recordings, shall remain the property of the Contractor. The Contractor is not obliged to deliver such materials to the Client.
13.2 The Contractor is not obliged to retain the materials referred to in paragraph 1 on behalf of the Client.
13.3 All copyrights and other intellectual property rights relating to the works referred to in paragraph 1 shall remain vested in the Contractor, unless expressly agreed otherwise in writing. The Client shall only obtain a non-exclusive, non-transferable license to use such works for the purposes for which the assignment was commissioned, limited to the territory of the Netherlands and for the duration of the agreement, unless otherwise agreed in writing.
13.4 In assignments involving the recording or depiction of individuals, the Client is responsible for obtaining all necessary permissions from the persons concerned, unless otherwise agreed in writing. In the case of public events held in public spaces, no individual consent is required for the incidental appearance of visitors in recordings or images, provided that the use of such material is not unlawful with respect to the depicted person as referred to in Article 21 of the Dutch Copyright Act (Auteurswet).
13.5 The Contractor shall be entitled to use works created in connection with the assignment for its own promotional, portfolio, and reference purposes, including on its website and in quotations. Any use in which the Client’s name or logo is prominently featured in commercial communications shall only take place with the Client’s prior written consent.
Article 14 – Non-Solicitation
During the execution of the assignment and for a period of one year following its completion, the Client shall not, directly or indirectly, offer paid work to employees or independent contractors engaged by or through the Contractor in the performance of the assignment (including self-employed professionals contracted by the Contractor), whether under an employment agreement or a services agreement.
Any violation of this provision shall result in an immediately payable penalty of €50,000 (fifty thousand euros) per violation, without prejudice to the Contractor’s right to claim additional damages. In the event of minor or incidental breaches, the penalty payable shall be limited to an amount reasonably proportionate to the damage suffered by the Contractor.
Article 15 – Term and Termination
15.1 The agreement shall be entered into for the duration of the assignment, unless otherwise agreed in writing.
15.2 Termination of the agreement must be made in writing. In the event of early termination by the Client, all work already performed and costs incurred—including obligations already entered into with third parties—shall remain fully payable.
15.3 In the event of cancellation by the Client, the following compensation shall be payable based on the total agreed contract value:
• More than 90 days before the execution date: 25%
• Between 30 and 90 days before the execution date: 50%
• Within 30 days before the execution date: 75%
• Within 7 days before or during execution: 100%
15.4 The Contractor shall be entitled to terminate the agreement with immediate effect if the Client fails to meet its payment obligations, is declared bankrupt, applies for suspension of payments, or otherwise seriously fails to fulfil its obligations.
Article 16 – Data Protection
16.1 The Contractor shall process personal data in accordance with the General Data Protection Regulation (GDPR) and all other applicable privacy legislation.
16.2 The parties shall determine in the assignment confirmation whether the Contractor acts as a processor or as a (joint) controller within the meaning of the GDPR in relation to the assignment concerned. If the Contractor acts as a processor, the parties shall enter into a data processing agreement as referred to in Article 28 GDPR, which shall form an integral part of the agreement.
Article 17 – Governing Law and Competent Court
All assignments between the Contractor and the Client shall be governed by Dutch law, including where the Client resides or is established outside the Netherlands or where the assignment is performed wholly or partly outside the Netherlands.
This choice of law shall not affect the application of mandatory provisions of the law of the country where the assignment is performed, insofar as such provisions are required by law.
Any disputes shall be submitted exclusively to the competent court of the District Court of Gelderland, unless mandatory law provides otherwise.
Article 18 – Final Provisions
18.1 If any provision of these general terms and conditions is found to be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall consult with one another to replace the invalid or unenforceable provision with a provision that reflects the purpose and intent of the original provision as closely as possible.
18.2 The Contractor shall be entitled to amend these general terms and conditions. Any amendments shall be communicated to the Client in writing at least 30 days prior to their entry into force.