GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1 User: AWedding, the sole proprietorship, represented by Annette Wolf, with its registered office in Utrecht, registered in the trade register under the Chamber of Commerce number: 30212497

1.2 Customer: Any natural or legal person who requests a quotation/price indication and/or negotiates with AWedding about the conclusion of an Agreement and/or who provides AWedding with an Order for the provision of services as further specified in the Agreement.

1.3 Vendor: third party, such as hotel, (conference) rooms, event sites, car rental companies, catering, regarding whom the Customer requests quotations/price indications in the context of the execution of the Agreement with the Customer.

1.4 Event: a party organized by the Customer in its name and at its expense, meeting and/or other event, such as a (wedding) party and/or dinner and/or trip, all this in the broadest sense of the word, and whereby AWedding has been requested by the Customer to carry out advisory work in accordance with the Agreement, for example in the field of (concept) development, planning, and organization.

1.5 Agreement: the agreements between the Customer and the Contractor with regard to the assignment given as laid down in the order confirmation, including these General Terms and Conditions and all appendices thereto, including any subsequent amendments or changes that have been confirmed in writing by AWedding.

1.6 In writing: this includes correspondence by regular mail, by registered mail, and by e-mail.

1.7 Compensation: the compensation for the execution of the Agreement that the Customer owes to AWedding, consisting of an hourly rate or a fixed price agreement for the assignment or parts of the assignment.

1.8 Confidential information: Information is considered confidential if this has been communicated by the other party or if this derives from the nature of the information, such as the financial information about a party.

2. GENERAL TERMS AND CONDITIONS

2.1 These conditions apply to all offers and quotations of the User as well as to contracts concluded with the Customer (s) and/or suppliers of services and/or goods with the aim of organization and/or conducting of weddings and events, in the widest sense of the word, to the extent that these conditions have not been deviated from those provided in writing.

2.2 If one or more provisions in these General Terms and Conditions become void or may become destroyed, then the remaining provisions of these General Terms and Conditions shall remain fully applicable. User and the Customer will then consult for the purpose of agreeing on new provisions to replace the null or void provisions, whereby if and as much as possible the purpose and the scope of the original provisions are considered.

2.3 By entering into an Agreement with the User or participating in/by or on behalf of the Customer and at a wedding/activity of the User, the Customer accepts the applicability of these General Terms and Conditions.

2.4 These terms and conditions also apply to all agreements with the User for the execution of which the User must involve third parties.

2.5 Any deviations from these General Terms and Conditions are only valid if they have been expressly agreed upon in writing.

2.6 The applicability of any purchasing or other terms and conditions of the Customer or Supplier shall be explicitly rejected, if not otherwise agreed in writing.

3. CREATION AND CONTENT AGREEMENT

3.1 Every accepted Assignment shall be confirmed by AWedding to the Customer in the Agreement in writing. An Agreement shall only be concluded when AWedding had confirmed this in writing or has commenced the execution of the Agreement.

3.2 If a proper execution of the Agreement so requires, AWedding and the Customer shall be entitled to have certain work carried out by third parties

3.3 If the work is carried out by AWedding or by third parties engaged by AWedding in the context of an Agreement at the location of the Customer or a location designated by the Customer, the Customer shall bear the costs related to the facilities reasonably requested by those employees.

3.4 AWedding and the third parties it has engaged shall comply with the rules of the (local) procedures and guidelines applicable by the Customer, provided that these have been made known prior to AWedding.

3.5 If during the execution of the Assignment it appears that for proper execution it is necessary to change or supplement the work to be performed, the Parties shall adjust the Agreement accordingly in a timely fashion and in mutual consultation. The Customer is aware that such change may also have financial consequences.

4. OFFERS/QUOTATIONS

4.1 All AWedding’s offers are entirely free of obligation and shall only be valid as an invitation to provide an Assignment. The mere provision of a quotation, offer, budget, cost estimate, or similar announcement in advertisements or on the internet, whether or not accompanied by an offer, shall not oblige AWedding to conclude an Agreement with the Customer.

4.2 A composite quotation shall not require AWedding to perform a part of the Agreement against a corresponding part of the quoted price.

4.3 All offers and quotations shall apply for a period of 7 days unless otherwise agreed in writing. After this term, the offer or quotation shall expire. AWedding reserves the right to revoke an offer or quotation.

5. CO-OPERATION BY THE CUSTOMER

5.1 The Customer must immediately inform AWedding of facts and circumstances that may be important in connection with the correct execution of the Agreement.

5.2 The Customer must furthermore ensure that all data and documents, which AWedding requires in its opinion for the correct and timely performance of the Assignment, are made available to AWedding in good time and in the form and manner required by AWedding.

5.3 The Customer guarantees that the content and data of a forwarded file do not conflict with the applicable legal rules.

5.4 The Customer shall indemnify AWedding for claims made by third-parties under this article.

5.5 The additional costs and extra fees arising from the delay in the execution of the Assignment, due to the failure to provide all requested data, documents, facilities and/or personnel in good time or properly, shall be bourne at the expense of the Customer.

6. COMPENSATION

6.1 For the execution of the Assignment, the Customer shall owe AWedding the compensation as provided in the Agreement.

6.2 To the extent that for the execution of the Assignment a fixed price has been agreed, AWedding shall inform the Customer in writing about the financial consequences of extra work.

6.3 In the event that after the Agreement has been concluded, but before the assignment has commenced, the rate determining factors, such as wages and/or prices, are subject to change, AWedding is entitled to adjust the previously agreed rate in consultation with the Customer, accordingly.

6.4 AWedding’s fee does not include the AWedding’s costs nor it includes declarations from suppliers and third parties employed by AWedding.

6.5 All rates do not include 21% VAT and other government taxes unless otherwise stated.

7. PAYMENT

7.1 The Customer shall be billed with an invoice for the amount of 60% of the agreed fee in advance. The payment of the remaining 40% must be made to AWedding within 7 days after the billing date.

7.2 AWedding may request one or more advance payment (s) before the Assignment has commenced or before AWedding has further proceeded with the execution of the Agreement. The payment of the advance bill must be paid within the applicable term. AWedding can deduct the aforementioned advance payment with costs it has to incur in order to execute the Assignment and/or its fee; AWedding can also reserve the advance payment (in part or in full) during the term of the Agreement, after completion of the Assignment, to set off with its last invoice billed to the Customer in any other form and/or advance to be determined in consultation with the Customer.

7.3 If the Customer fails to provide the required security, or if the payment term is overdue, AWedding shall be entitled, without prejudice to its other rights, to suspend the further execution of the Agreement forthwith and all amounts owed to AWedding by the Customer of whatever nature and for whatever reason shall become immediately due and payable.

7.4 In case of liquidation, bankruptcy, confiscation or suspension of payment of the Customer, the User’s claims on the Customer shall immediately become due and payable.

7.5 However, if the User has incurred higher costs that were reasonably necessary, these shall also be eligible for reimbursement by the Customer.

7.6 The User reserves the right to claim the amount immediately if there are good reasons for doing so.

7.7 Furthermore, the User shall be entitled to pass on price increases for suppliers to the Customer if the rates for wages and products, for example, have increased between the time of the offer and delivery.

8. DELIVERY TERMS

8.1 If the Customer does not accept the rented or delivered products and/or services before or at the agreed time of delivery, the Assignment shall still be payable in accordance with the Agreement, with a  possible increase by costs for damage suffered and/or extra expenses incurred by the User.

8.2 The Customer may request to change the delivery dates only by mutual agreement and after written confirmation from the User. All costs resulting from this change shall be at the expense of the Customer.

8.3 If a Supplier has exceeded the term for the completion of certain work within the term of the Agreement, then the User shall in no case be liable for the consequences of any kind whatsoever.

9. COMPENSATION

9.1 For the execution of the Assignment, the Customer shall owe AWedding the compensation as provided in the Agreement.

9.2 To the extent that for the execution of the Assignment a fixed price has been agreed, AWedding shall inform the Customer in writing about the financial consequences of extra work.

9.3 In the event that after the Agreement has been concluded, but before the assignment has commenced, the rate determining factors, such as wages and/or prices, are subject to change, AWedding is entitled to adjust the previously agreed rate in consultation with the Customer, accordingly.

9.4 AWedding’s fee does not include the AWedding’s costs nor it includes declarations from suppliers and third parties employed by AWedding.

9.5 All rates do not include 21% VAT and other government taxes unless otherwise stated.

10. COMPLAINTS

10.1 Complaints must be submitted to the User in writing and sufficiently motivated within five working days after the date of the wedding event at the latest. A notice of default must contain a thoroughly detailed description of the defect so that the User is able to respond adequately. The submission of complaints may not release the Customer from its obligation to timely pay the invoices billed by the User.

10.2 The User must immediately be provided with the opportunity to verify submitted complaints. If, in its opinion, the complaint is correct, it will at its discretion either pay fair compensation up to the billed value of the delivered products and/or services or replace the delivered products and/or services free of charge after returning them in the original status.

10.3 If a complaint from the Customer to the User is at issue, the User shall treat this complaint as a priority and, in all fairness, in the interest of the Customer to ensure the desired quality for both parties.

10.4 If a complaint is well-grounded, the User shall still carry out the work as agreed, unless this has become demonstrably useless for the Customer. The latter must be made known by the Customer in writing.

10.5 If the performance of the agreed work is no longer possible or becomes useless, the User shall only be liable within the limits of liability as set forth in Article 12.

11. CANCELLATION, TERMINATION, AND DISSOLUTION OF THE AGREEMENT

11.1 The Customer is entitled to cancel an Agreement before AWedding has commenced the execution of the Agreement, provided that it compensates for the loss incurred by AWedding. This loss includes the costs incurred by AWedding in preparation, such as purchased materials and/or services ordered from suppliers and/or third parties.

11.2 The Agreement shall be valid for the period specified in the Agreement or the period that AWedding requires for completion of the Assignment. During this contract period, interim cancellation is possible at any time with a reasonable notice period.

11.3 Both AWedding and the Customer are entitled to dissolve the Agreement with immediate effect if the other party imputably fails to comply with any obligation arising from the Agreement and does not rectify such failure within a period of 30 (thirty) days after being declared to have failed in writing, with the understanding that the non-fulfillment must always be of such a nature that its gravity justifies the dissolution.

11.4 The Agreement may be dissolved by each of the parties with immediate effect, in the event of bankruptcy or suspension of payment of the other party or if a decision is taken to liquidate or dissolve the company or enterprise, if the other party makes a debt restructuring, if the other party offers a payment arrangement to its creditors, if the other party ceases trading in the company or if the other party considers the existence of one of the aforementioned circumstances reasonably plausible to the other party.

11.5 Both the Customer and AWedding shall have the right to dissolve the Agreement if the other party behaves in such a way, or if there is such a change of circumstances, that the rescuing party can no longer reasonably be expected to allow the Agreement to be further extended.

11.6 Termination of the Agreement, for whatever reason, shall not release the Customer from its obligation to pay the fee for work completed or being performed before the effective date of the termination.

12. LIABILITY

12.1 If the User should be liable, then this liability is limited to what has been determined in this provision.

12.2 If the User becomes liable for direct damage, this liability is limited to the maximum part of the Assignment the liability concerns. The liability shall at all times be limited to a maximum amount of the benefit payable by the insurer of the User in the occurring case.

12.3 Direct damage is solely understood to mean:
– The reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
– Any reasonable costs incurred to oblige the User to rectify  inadequate performance relating to the Agreement, in as much as it can be attributed to the User;
– Reasonable costs incurred to prevent or limit the damage, to the extent that the Customer shows that these costs have resulted in the limitation of direct damage as provided for in these Terms and Conditions.

12.4 The User shall never be liable for indirect damage, including consequential loss, loss of profits, savings losses and damage due to company stagnation.

12.5 The User shall never be liable for any consequences resulting from the legacy of suppliers of providing incorrect or incomplete information as a result of quotations and contracts entered into with the Customer.

12.6 The limitations of liability for direct damage stated in these provisions shall not apply if the damage is attributable to intent or gross negligence of the User.

12.7 The User shall be liable for damage resulting from the actions of third parties including suppliers and others.

13. FORCE MAJEURE

13.1 AWedding shall not be liable towards the Customer for any non-fulfillments of the Agreement if this non-fulfillment is the result of Force Majeure.

13.2 Force majeure is understood in these General Terms and Conditions, in addition to what is understood in law and jurisprudence, to include all external causes, foreseen or unforeseen, over which the User cannot exercise any influence but due to which the User is not able to fulfill its obligations.

13.3 The User shall also have the right to claim force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after the User should have fulfilled its obligations.

13.4 AWedding shall inform the Customer of all details that prevent it from fulfilling its obligations under the Agreement by telephone and, if possible, in writing as soon as possible. Parties will consult each other regarding the measures that must be taken to limit the consequences of force majeure to the greatest extent possible and to secure the execution of the Agreement.

13.5 If a force majeure circumstance has lasted more than 30 days, then the parties have the right to dissolve the Agreement with immediate effect, without the other party being entitled to any (damage) compensation.

14. CONFIDENTIAL INFORMATION

14.1 Both parties are required not to disclose any Confidential Information they have received in the context of the Agreement from each other or from another source. The Parties shall oblige their employees and third-party advisors to observe this confidentiality.

14.2 If, on the basis of a statutory provision or court order, a party is obliged to provide Confidential Information to third parties designated by the law or the competent court, and the party is unable to rely on legal ground or exception recognized by the competent judge, then the party is not obliged to pay compensation or indemnification and the other party is not entitled to dissolve the Agreement on the ground of any damage suffered as a result.

15. APPLICABLE LAW

15.1 The Dutch law shall apply to all Agreements between the User and the Customer.

15.2 The court of Utrecht shall be competent to govern disputes between AWedding and the Customer pursuant to an Agreement or arising from an Agreement between the parties unless, by virtue of the law, another judge becomes compulsorily legally competent in the Netherlands.

© 2018 Awedding