Terms and conditions

1.1     The contractor, operating as an independent private limited company under the (trade) name NBC Exploitatie BV (registered with the Chamber of Commerce under 30202238) or under the (trade) name Green Village (registered with the Chamber of Commerce under 30187831), provides its services in accordance with the General Terms and Conditions of the Dutch Venue Association. The Dutch Venue Association is the industry association for the Dutch events venue sector. Affiliated venues apply these terms.

1.2     The contractor is entitled to amend the general terms unilaterally.

2.1    Before the client requests a quotation or before the quotation process has been completed, the contractor may, at the client's request, grant it an option on room space.

2.2    Only options issued in writing (including, but not limited to, email) bind the contractor. Options are valid for fourteen days from the date the option is issued, unless the contractor states another date. If the option period is longer than the period for acceptance of the quotation/offer, the option period applies for the (remaining) term of the quotation. If the client lets the option period expire (that is: no agreement is concluded during the option period) but after the option period wishes a new option or wishes to extend the existing option, the contractor is always entitled to take the position that the option has lapsed and that no new option needs to be offered or the expired option need not be extended.

2.3    In the case of an agreed option, the contractor is entitled to request security from the client, consisting of the room hire/venue package for the hire period desired by the client. The contractor is entitled to retain the security if (a) the client lets the option period expire without informing the contractor in writing during the option period (including by email) whether or not the option will be exercised, or (b) if, when the client exercises the option in time, no agreement is concluded within four weeks.

2.4    Both the contractor and the client are entitled to inform the other that they wish to end the option early, which can be done only in writing (including by email).

2.5    If the contractor wishes to terminate the option prematurely, it is obliged to inform the client thereof and to give the client the opportunity to make use of the option within 24 hours (calculated in working days) after the notification. If the client wishes to make use of the option, an agreement must be concluded within 24 hours.  

2.6   The parties are aware that the event to be organised by the client must be appropriate to the reputation, appearance and other events of the contractor's venue and must not cause nuisance to other tenants/users of the building or to local residents.

3.1    All offers/quotations made by or on behalf of the contractor are valid for 14 days from the quotation date, unless otherwise agreed in writing (including, but not limited to, email) and/or unless the client rejects the offer/quotation in writing (including, but not limited to, email) within that period.

3.2    In any case, the Contractor is only bound if its written offer/ quotation at least states:

· which space(s) have been rented for what period and at what price;
· for what type of project the space(s) have been rented;
· the indication of the number of persons expected to be present;

and the offer/quotation has been signed for approval in good time by the contractor as the client or has been approved by the client by e-mail, and has been received by the client in good time. The risk of ambiguities due to verbal or telephone orders and communications is borne by the client.

4.1    Unless otherwise agreed in writing (including, but not limited to, email), the client will at its own expense take sufficient measures to safeguard the safety of artists, third parties engaged by it, guests and visitors. If agreements have already been made about the aforementioned measures, the contractor is nevertheless entitled to impose additional requirements at any time if changed circumstances so require.

4.2    The client is obliged to provide the contractor in good time with all information that it knows, or ought to know, is necessary for performance of the assignment. The client warrants the accuracy and completeness of the information it provides.

4.3    The client has no claim to any form of compensation if it has not, or has not sufficiently, met its obligations as set out in articles 4.1 and/or 4.2 of these general terms and the contractor therefore (i) does not allow the assignment to proceed in whole or in part, which the contractor is entitled to do in that case, and/or (ii) the contractor has pointed this out to the client in writing and the client nevertheless wishes the assignment to proceed.

4.4    The client is responsible for payment of fees for the use of third-party (intellectual property) rights (including, but not limited to, Buma/Stemra rights).

4.5    Unless otherwise agreed in writing (including, but not limited to, email), the client is responsible for the required consent of third parties and/or permits.

4.6    The client is aware that the event to be organised must be appropriate to the reputation, appearance and other events of the contractor's venue and must not cause nuisance to other tenants/users of the building or to local residents.

4.7    The client is responsible and liable for the acts and omissions of visitors, guests, third parties engaged by it, and so on, during the assignment (including, but not limited to, the event).

5.1    It is the client's responsibility, before entering into the agreement, to check whether the leased premises are suitable for the intended event.

5.2    The leased premises comprise solely the room(s) described in the agreement and the facilities stated therein. Unless otherwise agreed in writing (including, but not limited to, email), central entrances, corridors, stairs, toilets, cafés, restaurants, the outdoor grounds and garages/parking spaces do not form part of the leased premises.

5.3    Without the contractor's prior written consent, the client is not permitted to:

a)       use the leased premises for a purpose other than that described in the agreement;
b)       sublet the leased premises (in whole or in part) or give them into use to third parties, on the understanding that this consent is not required for exhibitors if the event is a trade fair or exhibition;
c)       if and insofar as applicable, exhibit goods and services in the leased premises outside the exhibition programme described in the agreement;
d)       give the event a different name or a materially different content during the term of the agreement, the contractor not withholding its consent on unreasonable grounds.

5.4    When using the leased premises, the client may not cause hindrance or nuisance to the contractor or to third parties and will ensure that guests, visitors, staff, employees and so on do not do so either.

5.5    The client is obliged to bring the general terms to the attention of guests, visitors, staff, employees and so on, and remains responsible and separately liable for (proper) compliance with the general terms by those parties. The client indemnifies the contractor against all damage, and claims by third parties, arising from breach of the general terms or the agreement by the guests, visitors, staff, employees and so on.

6.1   The cost estimate is based on the number of guests as stated in the agreement. If there is a change in the number of guests, this will affect the price calculation of the agreement.

6.2  The Client is obliged to inform the Contractor as soon as possible in writing (including but not limited to e-mail) as soon as changes or additions arise that deviate from the agreement.

6.3  If the change occurs in the quotation stage, the contractor will make every effort to find the most suitable solution. As soon as the assignment has been definitively recorded in an agreement, the client has signed for a minimum number of guests who may be adjusted free of charge according to the conditions below (see Article 6.2).

6.4    Reduction of the agreed number of guests with settlement of costs is possible under certain conditions;

- Up to six months before the start of the event, the number of guests can be adjusted free of charge.

- Up to three months before the start of the event, the number of guests can be adjusted free of charge with a maximum margin of 25%.

- Up to one month before the start of the event, the number of guests can be adjusted free of charge with a maximum margin of 10%.

- Up to one week (five working days) before the start of the event, the number of guests can be adjusted free of charge with a maximum margin of 5%.

Settlement will take place where applicable under the conditions agreed above. In the event of a reduction higher than the above conditions, the Contractor has the right to adjust its calculations to the situation that then arises, to charge costs for the reduced number of guests and to change the room(s) of the event.

6.5    In the event of the appearance of more guests on the day of execution than the agreed number, the associated costs will be charged extra on the basis of the details stated in the agreement. The number of guests present determined by the contractor is decisive.

6.6    Assignments are accepted on the basis of actual costing, unless otherwise agreed in writing (including but not limited to e-mail).

7.1    The fitting out, use and vacating of the leased premises must take place in consultation with the contractor.

7.2    The contractor is at all times entitled to give further binding instructions for the fitting out, use and vacating of the leased premises if the fire service, police, mayor or the contractor considers this advisable in the interest of (public) order and safety.

7.3    Except with the contractor's prior express written consent, no changes may be made to the leased premises and other room(s) and outdoor grounds.

7.4    The client accepts the leased premises in the condition in which they are at the start of the hire period. Defects found at the end of the hire period are deemed to have arisen during the hire period, unless the tenant can make it plausible that those defects (such as damage) already existed before the hire period.

7.5    At the time of the end of the hire period stated in the order confirmation, the client must have fully vacated the leased premises and handed them back clean, in the condition in which they were made available, undoing any change the client may have made. If they are not handed back on time and/or clean, the contractor is entitled to charge the client a penalty equal to the contract sum.

Unless expressly agreed otherwise in writing, the use of suppliers (including, but not limited to, catering, audio/visual and technology) within the leased premises is reserved exclusively to the contractor.

9.1    Before and during a hire, the client must at all times take the measures necessary to comply with what is set out in (a) the agreement and (b) these general terms.

9.2    The client is obliged to inform the contractor in advance and actively in writing (including, but not limited to, email) of any risks to the condition of (the building of) the leased premises and/or its good name that could arise because of or as a result of the event. This includes, but is not limited to, the visitor profile, the nature of the event, any threat or attraction of undesirable behaviour, political or social unrest and possible refusal of required permits in general, including on the basis of the Bibob Act or the venue's own permits. The contractor reserves the right to cancel the event without liability for damages if the client has breached the duty to inform and disclose. If the information given proves to be incorrect, the contractor has the right to cease its obligations or to cancel the agreement, without the client being entitled to compensation of any kind. Cancellation because of a breach of the duty to inform does not affect the client's payment obligation, nor the contractor's right to recover the loss it has actually suffered (including loss of profit).

9.3    The client is liable for damage suffered by third parties arising from use of the leased premises and/or the room(s) made available, and indemnifies the contractor against third-party claims in that respect.

9.4    The contractor has the right to have damage it has found to walls, floors and the like in the leased room(s), and to the goods present there, repaired at the client's expense, insofar as the damage arose during the client's use of the room(s) concerned or is directly connected with it.

9.5    Damage to or loss of goods owned by the contractor and/or by suppliers contracted by the contractor, caused by the client and/or its guests/employees/third parties engaged and so on, must be compensated in full by the client to the contractor.

9.6    Everything brought into the buildings and/or the leased premises by or on behalf of the client is there at the client's expense and risk. The contractor does not insure and/or guard it. The contractor is not liable for damage to or loss of goods, property and valuables of the client or of third parties (including guests, the public and performers), from whatever cause, except in the case of intent or gross negligence on the part of the contractor or its staff. The contractor is also not liable for damage to or loss of goods given into safekeeping in the cloakroom. The client indemnifies the contractor against claims by third parties (as referred to above).

The fitting out, use and handover of the leased premises take place in consultation with the contractor and with due observance of the contractor's safety rules.

9.7    The contractor is not liable for damage of any kind arising because it relied on incorrect and/or incomplete information provided by or on behalf of the client.

9.8    The contractor is only liable for damage (i) if that damage is covered by its liability insurance, and only up to the amount paid out by its insurance plus the excess, or (ii) if there is intent or gross negligence on its part or on the part of one of its managers.

9.9    If (i) there is no intent or gross negligence or (ii) the insurance does not pay out, and the contractor is nevertheless liable, that liability is limited to direct damage only (liability for indirect damage being expressly excluded), with a maximum of € 25,000.

9.10   All rights of claim and other powers, on whatever basis, that the client has against the contractor must have been received by the contractor in writing within 12 months of the moment the client became aware of them or could reasonably have been aware of them, failing which they lapse.

9.11   Any advice given by the contractor is always without obligation, and following it is at the client's expense and risk.

9.12   The contractor is not liable for attendance at the event concerned.

9.13   The client is responsible, if necessary, for taking out event insurance in which the interests of the contractor and the client are adequately insured for the possible consequences of the event.

10.1   All prices are exclusive of VAT, unless otherwise agreed in writing (including, but not limited to, email). All other levies imposed by the government are also for the client's account. The contractor will announce these in advance as far as possible. The contractor is entitled to pass on to the client government-imposed increases in taxes, excise duties or social security contributions.

10.2   If the contractor provides a composite quotation, there is no obligation to perform part of the quotation for a corresponding part of the price quoted for the whole.

10.3 The contractor is entitled to pass on to the client extreme or unforeseen changes in market prices that form part of the quotation offered, at a percentage proportionate to the increase applied (for example gas, water, energy prices and raw-material prices for F&B).

11.1    Payments must be made within 14 days of the invoice date, unless otherwise stated in writing in the quotation/offer/agreement.

11.2   The client undertakes to make the following payments:

·       First deposit invoice: after the reservations are confirmed and/or the agreement is concluded, the client receives the first deposit invoice. This invoice covers 100% of the agreed room hire and/or venue package and 25% of the agreed contract sum (excluding room hire and/or venue package);

·       Second deposit invoice: the second deposit invoice must be paid no later than 14 days before performance of the agreement. This invoice covers 90% of the agreed contract sum;

·       Final invoice: any additional or reduced costs are invoiced by the contractor immediately after performance of the agreement as a final statement, setting off the two earlier deposits;

·       For each payment moment the contractor sends the client an invoice in good time;

·       If the requested deposits have not been paid, or have not been paid on time, the contractor reserves the right to halt the work still to be performed, to suspend it in full or even to terminate the agreement, without the contractor waiving the client's payment obligations arising from this agreement. The contractor is never responsible for damage or consequential damage resulting from termination of this agreement.

11.3   The final statement contains a precise specification of the services provided and a specification of services to be invoiced on the basis of subsequent calculation, as well as a specification of the VAT.

11.4   The payment term is a strict deadline. The client is not entitled to suspend or set off any payment.

11.5   If payment has not been made within the payment term, the client is in default by operation of law. The client then owes the statutory commercial interest (a part of a month counting as a full month) as well as extrajudicial collection costs of 15% of the principal, with a minimum of € 350.      

11.6   Clients from abroad are bound by the guidelines issued by the Dutch tax authorities regarding payment of VAT.

12.1  Neither party is liable – except as provided in the following paragraph of this article – for any failure or delay in the performance of the agreement, insofar as that failure or delay is caused by government measures as a result of epidemics or pandemics (such as the outbreak of the COVID-19 virus) that directly affect the agreement, making performance of the agreement prohibited or impossible (such as a limit on the number of visitors/participants).

12.2  If a situation as referred to in article 12.1 arises, the parties will discuss the consequences and decide together whether the event can still take place at the agreed time (whether or not in an amended form), or can be postponed.

12.3  If the parties do not reach agreement on whether the event can still take place at the agreed time, or whether the event must be postponed, either party may end the agreement by written notice (this includes cancellation or termination). In that case the contractor is entitled to retain the first advance on the agreed contract sum, or still to receive payment of the first advance on the agreed contract sum. If the client does not act as a proper client within the meaning of article 12.2 or 12.3, the client is nevertheless obliged to pay the full agreed contract sum immediately.

13.1  This article does not apply to epidemics/pandemics to which government measures apply (such as COVID-19).

13.2  Circumstances not attributable to the contractor, which are of such a nature that compliance with the agreement can reasonably no longer be required, or no longer in full (including, but not limited to, (i) extreme weather (including, but not limited to, a red weather warning for the city/municipality/province where the event takes place and/or for the province(s) from which visitors/employees/suppliers/the client must travel), (ii) withdrawal of one or more permits (of both the contractor and the client), (iii) national mourning, (iv) full or partial inaccessibility of the event venue and (v) illness of staff or of suppliers' staff, for example in connection with a flu epidemic or pandemic) give the contractor the right to terminate the agreement in whole or in part and/or to suspend its performance without any obligation to pay damages. In that case the contractor retains its right to payment of the agreed contract sum (including, but not limited to, costs of third parties engaged by it).

13.3  Reliance on force majeure on the part of the client is excluded.

14.1  Cancellation of the agreement must be made solely in writing (including, but not limited to, email) and must be accompanied by the agreement concerned.

14.2.1      Where there is only room hire and/or a venue package, the client must pay the full room hire and/or venue package already paid (in other words: the room hire and/or venue package paid is not refunded) in the event of cancellation.

14.2.2      Where, in addition to room hire and/or a venue package, there are other services (such as catering), the client must, in the event of cancellation, pay the contractor the following costs in addition to the room hire and/or venue package:

a.      in the period more than 365 days before the start, 30% of the full contract sum (as it applies at the time of cancellation), not including the room hire and/or venue package;

b.      in the period between 364 days and 180 days before the start, 50% of the full contract sum (as it applies at the time of cancellation), not including the room hire and/or venue package;

c.      in the period between 179 and 90 days before the start, 85% of the full contract sum (as it applies at the time of cancellation), not including the room hire and/or venue package;

d.      in the period between 89 days and the start, 100% of the full contract sum (as it applies at the time of cancellation), not including the room hire and/or venue package. The contract sum is the contract sum set out in the agreement, plus any changes agreed afterwards.

14.3  If, at the time of cancellation, the contractor's loss is higher than the cancellation fee set out in article 12.2 of these general terms, because of (including, but not limited to) payment obligations that rest or will rest on the contractor as a result of the client's cancellation, such as obligations towards third parties engaged in the performance of the agreement and/or other claims by third parties, the client must compensate the contractor for that higher amount.

14.4  The date of cancellation is the first date on which the cancellation is received by the contractor.

15.1  The Contractor is entitled to dissolve this agreement, in addition to the legal possibilities for dissolution, if:

a. the Client does not, does not fully or does not timely comply with the obligations under the agreement;

b.      after the conclusion of the agreement, give the contractor good reason to fear that the client will not fulfil its obligations;

c.      If the assets of the client are seized, or its suspension of payments is granted, or declared bankrupt.

15.2  If the agreement is dissolved, the claims of the contractor against the client are immediately due and payable.

15.3 If the contractor proceeds to dissolve, it is in no way obliged to compensate the client for damage and costs incurred in any way as a result.

All complaints and defects must have been received by the contractor in writing (including, but not limited to, email) within 24 hours of becoming known or of the moment they could have become known. If that period is not observed, any claims the client has lapse.

17.1  Both parties are obliged to keep confidential all confidential information they have obtained from each other in connection with the agreement. Information is confidential if the other party has stated that it is, or if this follows from the nature of the information. The party receiving confidential information will use it only for the purpose for which it was provided.

17.2  What is stated in article 15.1 of these general terms does not apply to information:

a.      that is provided to its advisers, those advisers also being bound by confidentiality;

b.      that was already lawfully in the possession of the receiving party before it was obtained from the party concerned;

c.      that has been developed independently by the receiving party without using information or data of the party concerned;

d.      that is or becomes generally known or is made generally accessible, other than through an act or omission of the receiving party;

e.      that is made known to the receiving party by a third party without a confidentiality obligation towards the party concerned being breached.           

f.       that must be disclosed pursuant to the law, a regulation or a court order or by decision of another government authority, provided that the receiving party makes every effort to limit the extent of that disclosure and informs the party concerned in advance of such intended disclosure.

18.1  All images, drawings, ideas and all intellectual property rights incorporated in a quotation or order confirmation, or attached to it, are intended solely for use in connection with the assignment to be given or given, and may not be used by the client for other purposes or provided to any third party. All rights thereto remain exclusively with the contractor.

18.2  The contractor therefore also reserves the right to reclaim those documents, with reference to article 17.1 of these general terms.

18.3  The contractor is entitled to make sound, photo and/or video recordings of the event and to place that material, as well as the client's logo, on its website for marketing purposes. The contractor will not provide (a copy of) the material concerned or the client's logo to third parties.

18.4  Content produced for or on behalf of the client for display on the contractor's 3D or 4K projection set (in this case NBC Congrescentrum) is the intellectual property of the contractor and may be used solely at the contractor's venue. The contractor is entitled to reuse produced content in whole or in part for other events to be organised by the contractor, without the client being entitled to any fee. Protected trademarks and/or logos are not included in this.

19.1  All legal relationships concluded between the contractor and the client are governed exclusively by Dutch law.

19.2  All disputes relating to, arising from or connected with quotations issued by the contractor and agreements concluded with the client, as well as all claims for non-payment, will be submitted exclusively to the court with absolute jurisdiction in the contractor's place of establishment, unless the contractor chooses to bring the claim before the court of the client's place of residence.

19.3  In the case of a claim or tenancy matter under € 25,000, a choice of court does not apply. In that case, subject to a single exception, the court of the client's place of residence has jurisdiction.

19.4  In the event of a difference in interpretation between the Dutch text and any foreign translations of it, the interpretation according to the Dutch text is binding.

Green Village
Blokhoeve 7
3438 LC Nieuwegein
Nederland