General
Article 1 Applicability
1.1 Contractor as an independent limited partnership performing its activities under the name Stadion Amsterdam C.V. and also under the trade name Johan Cruijff ArenA, registered with the Chamber of Commerce in Amsterdam under number 33254163, provides its services based on the General Conditions of the Dutch Venue Association. Dutch Venue Association is the trade association for the Dutch event venue industry. Affiliated venues apply these terms and conditions.1.2 Contractor is entitled to change the general conditions unilaterally.
1.3 The agreement is also exclusively subject to the house rules of the contractor which are attached to the agreement and can be consulted via direct web address house rules. If there is any contradiction between the general conditions and the house rules, then that which is included in the house rules shall apply.
OPTION AND CONCLUSION OF AGREEMENT
Article 2 Options
2.1 Contractor may, at the client's request, grant the client an option on room space. An option is entirely without obligation for both the contractor as client, unless otherwise agreed upon in writing.2.2 When a fixed-term option has been agreed upon with the client, the contractor shall be entitled to require a security deposit for the option. If the client does not use the option, the contractor is entitled to keep the security deposit (read: not to repay the client).
Article 3 Offers/ quotations
3.1 All offers/ quotations made by or on behalf of the contractor shall be valid for 14 days from the date of quotation, unless otherwise agreed in writing and/or unless the client rejects the offer/quotation in writing within that period and/or unless the contractor withdraws the offer/quotation in writing within that period.
3.2 The contractor shall not be bound in any event until its written offer/quotation states at least:
- Which room(s) are rented for which period at which price;
- For which type of project the room(s) are rented;
- The indication of the number of persons expected to attend;
and the offer/quotation has been signed for agreement by both parties or has been accepted by the client by e-mail and has been received by the client in time. The risk of ambiguities due to orders or announcements given orally or by telephone rests with the client.
Art. 4 Obligations of the client (a.o. safety and information)
4.1 The client shall, at own expense and risk, take sufficient measures to ensure the safety of the artists, third parties engaged by the client, guests and visitors. If agreements have already been made regarding the aforementioned measures, the contractor is nevertheless entitled to impose additional requirements at any time if changed circumstances require so.
4.2 The client shall be obliged to inform the contractor in writing of any risks to the status of the leased premises and/or the good name of the contractor that might arise due to or on account of the event. These include, but are not limited to, risks due to the visitor profile, the (changed) nature of the event, any threat or attraction of undesirable behavior, political or social unrest and possible refusal of necessary permits in a general sense, partly on the grounds of the Bibob Act or the venue's own permits. The contractor shall be entitled to dissolve the event without liability for damages if the client's duty of disclosure is breached and/or the information provided is incorrect or incomplete. Upon dissolution of the agreement by the contractor, the contractor is not obliged (i) to compensate for damages suffered by the client in any sense whatsoever, and/or (ii) to refund payments made.
4.3 The client shall be obliged to provide the contractor with all information which it knows or ought to know is necessary for the performance of the event in time. The client warrants the accuracy and completeness of the information provided.
4.4 The client will not be entitled to any form of compensation if the client has not or not adequately fulfilled its obligations as set out in Article 4.1, 4.2 and/or 4.3 of these general terms and conditions and, as a result, the contractor (i) fails to carry out the assignment in whole or in part, to which the contractor is entitled in that case and/or (ii) the contractor has informed the client of this in writing and the client still wishes to continue the assignment.
4.5 The client is responsible for the payment of fees for the use of third-party (intellectual property) rights (including but not limited to Buma/Stemra rights).
4.6 Unless otherwise agreed in writing, the client is responsible for the required third-party permission and/or permits.
4.7 The client is aware that the event to be organized must be appropriate to the reputation, image and other events of the contractor's location and may not cause nuisance to other tenants/users of the building and local residents.
4.8 The client is responsible and liable for the acts and omissions of visitors, guests, third parties engaged, etc. during the assignment (including but not limited to the event).
RENTED AND CONDITIONS OF EVENT
Article 5 Rented property
5.1 It is the responsibility of the client to verify the suitability of the rented property for the intended event prior to entering into the agreement.
5.2 Only the room(s) described in the agreement and the facilities mentioned therein belong to the rented property. Unless otherwise agreed in writing, central entrances, corridors, staircases, toilets, cafes, restaurants, the outdoor areas and garages/parking areas shall not belong to the rented property.
5.3 Without the contractor's prior written consent, the client shall not be permitted to:
a) use the rented object for a purpose other than that described in the agreement;
b) to sublet the rented (in whole or in part) or to grant them for use to third parties, on the understanding that this permission is not required for exhibitors if the event concerns a trade fair or exhibition;
c) if and applicable; to exhibit items and services in the leased premises outside the exhibition program described in the agreement;
d) to rename or materially alter the event during the term of the agreement, whereby the contractor shall not withhold its consent on unreasonable grounds.
5.4 The client is obliged to bring the house rules to the attention of the guests, visitors, staff, employees, third parties engaged etc. and remains responsible and separately liable for the (proper) observance of the house rules by those parties. The client shall indemnify the contractor for all damages - and claims of third parties - arising from the violation of the house rules or general conditions or the agreement by guests, visitors, staff, employees, etc.
Article 6 Guest Number
6.1.1 The cost estimation 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 and/or the suitability of the rented property.
6.1.2 The client is obliged to inform the contractor in writing as soon as possible as soon as changes and/or additions arise that deviate from the Agreement.
6.3 Reduction of the agreed guest number with settlement of costs is only possible up to ten working days before the start of the event up to a maximum of 5% of the agreed guest number. Settlement will take place on agreed conditions where applicable. The contractor is entitled, in the event of a reduction higher than 5%, to adjust its calculations to the situation that has arisen at that time, including another room.
6.4 If more guests appear on the day of the performance of the event than the agreed number, the related costs will be charged in addition on the basis of the data stated in the agreement. The contractor shall be entitled to refuse guests if the agreed number of guests is exceeded, among other things in view of the safety of the other guests in connection with the surface area of the leased premises and applicable safety regulations. The number of guests present as determined by the contractor is decisive in this regard.
6.5 Orders shall be accepted on the basis of subsequent calculation, unless otherwise agreed in writing.
Article 7 Execution
7.1 The furnishing, use and evacuation of the subjects shall take place in consultation with the contractor.
7.2 The contractor shall at all times be entitled to issue further instructions with respect to the furnishing, use and evacuation of the subjects if the fire department, police, mayor or the contractor deem this advisable in the interests of (public) order and safety.
7.3 Except with the contractor's express prior written consent, no alterations may be made to the leased premises and other space(s) and (outdoor) areas.
7.4 The client shall accept the leased premises in the condition they are in at the start of the rental period. Any defects discovered at the end of the rental period in the leased premises and in the general areas placed in use (such as, but not limited to, toilets) shall be deemed to have arisen during the rental period, unless the tenant can make it plausible that such defects (such as damage) already existed before the rental period.
7.5 At the time of termination of the rental period stated in the confirmation of order, the client must have delivered the leased premises in the condition in which they were made available, completely vacated and clean, undoing any changes the client may have made.. In the event of late and/or clean delivery, the contractor shall be entitled to charge the client a penalty to the value of the order price.
Article 8 Suppliers
Unless otherwise agreed in writing, the use of suppliers (including but not limited to catering, audio/visual, technology, and cleaning) within the rented property is exclusively reserved to the contractor.
Article 9 Prices
9.1 All prices are excluding VAT, unless otherwise agreed in writing. All other levies imposed by the government will also be borne by the client. The contractor will announce these in advance as much as possible. The contractor shall be entitled to pass on any government-imposed increases in taxes, excise duties or social security charges to the client. The contractor shall be entitled to pass on any interim cost-increasing circumstances (i.e. circumstances after the agreement has been concluded) to the client.
9.2 If the contractor provides a composite quotation, there is no obligation to perform part of the quotation at a corresponding part of the price quoted for the whole.
Article 10 Payments
10.1 Payments must be made within 14 days after the invoice date, unless otherwise stated in writing in the quotation/offer/agreement.
10.2 Client is obliged to:
- Pay 100% of the agreed room rental upon finalization of the reservation and/or conclusion of the agreement;
- Pay 25% of the agreed contract sum excluding room rental as a down payment at the conclusion of the agreement;
- Pay 90% of the agreed contract sum excluding room rental at the latest 14 days before the performance of the agreement;
- Any additional or lesser costs shall be invoiced by the contractor as a final invoice following the performance of the agreement, after deducting the aforementioned down payment;
- For each of the payment dates the contractor will send the client a timely invoice.
10.3 The final invoice will contain an accurate specification of the services provided and a specification of the services to be invoiced on subsequent calculation as well as a specification of the VAT.
10.4 The term of payment is a strict deadline. The client shall not be entitled to suspend or set off any payment.
10.5 If no payment has been made within the payment term, the client shall be in default by operation of law. It shall then owe statutory commercial interest (whereby a part of the month shall be regarded as a whole month) as well as extrajudicial collection costs of 15% of the principal sum with a minimum of € 350.
10.6 Clients from abroad are bound by the guidelines provided by the Dutch tax authorities regarding payment of VAT.
LIABILITY/ FORCE MAJEURE/ EPIDEMICS AND PANDEMICS
Article 11 Liability
11.1 The client shall be liable for damage suffered by third parties arising from the use of the leased premises and/or the room(s) made available for use and shall indemnify the contractor against claims from third parties in respect of damage on that account.
11.2 Damage to the leased premises and/or damage to or loss of goods owned by the contractor and/or suppliers contracted by the contractor caused by the customer and/or his guests/employees/third parties, etc., must be compensated in full by the client to the contractor.
11.3 Everything brought into the building and/or the leased premises by or on behalf of the client is located there at the client's expense and risk. The contractor shall not be responsible for insuring and/or guarding it. The contractor is not liable for damage to or loss of goods, property and monetary values of the client or third parties (including invitees, the public and performers) due to any cause whatsoever, 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 deposited in the wardrobe. The client shall indemnify the contractor for claims by third parties (as referred to above).
11.4 The contractor is not liable for damage, of whatever nature, caused by its reliance on incorrect and/or incomplete information provided by or on behalf of the client.
11.5 The contractor shall only be liable for damage (i) if such damage is covered by its liability insurance up to the amount paid out by its insurance policy plus the excess or (ii) if there is intent or gross negligence on the part of the contractor or one of its managers.
11.6 If (i) there is no intent or gross negligence, or (ii) the insurance does not pay out, and the contractor is nevertheless liable, such liability will be limited to direct damage only (whereby liability for indirect damage is expressly excluded) with a maximum of the contract sum.
11.7 All rights of action and other powers, on whatever grounds, which the client may have towards the contractor must be received in writing by the contractor within one month of the end of the lease, by default which they will lapse.
11.8 Any advice given by the contractor will always be without obligation and any follow-up thereto will be at the client’s expense and risk.
Article 12: Epidemics and/or pandemics government measures
12.1 Neither party is liable - subject to the provisions in the paragraph below - for any shortcoming or delay in the performance of the agreement, insofar such shortcoming 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 affects the agreement as a result of which the performance of the agreement is prohibited or impossible (such as a restriction on the number of visitors/participants).
12.2 If there is a situation as referred to in Article 12.1, the parties will enter into discussion about the consequences and decide together whether the event (whether or not in a modified form) can still take place at the agreed time, or can be postponed.
12.3 If the parties cannot reach agreement on whether the event can still take place at the agreed time, or the event must be postponed, either party may terminate the agreement by giving written notice (this includes cancellation or dissolution). In that case, the contractor shall be entitled to retain an advance payment of 50% of the agreed order price or still receive payment of the advance payment of 50% of the agreed order price. If the client does not act as a good client within the framework of article 12.2 or 12.3, the client is still obliged to pay the full agreed order sum immediately.
Article 13 Force Majeure
13.1 This article does not cover epidemics/ pandemics subject to government measures (such as COVID-19).
13. 2 Circumstances not attributable to the contractor which are of such a nature that compliance with the agreement can no longer reasonably be demanded or can no longer be demanded in full (such as but not limited to (i) extreme weather (including but not limited to code red for the city/municipality/province where the event will take place and/or for the province(s) from which the visitors/employees/suppliers/client are to come), (ii) revocation of one or more permits (of both the contractor and the client), (iii) national mourning, (iv) complete or partial inaccessibility of the event location and (v) illness of staff or staff of suppliers, for example in connection with a (flu) epidemic or pandemic)) shall entitle the contractor to dissolve the agreement in whole or in part and/or to suspend the performance thereof without any obligation to pay compensation. The contractor shall in that case retain its right to compensation of 50% of the agreed order price (including but not limited to costs for third parties engaged by it).
13.3 A claim to force majeure on the part of the client is excluded.
CANCELLATION/ DISSOLUTION
Article 14 Cancellations
14.1 Cancellation of the agreement must be made in writing only (and if there are several current agreements between the parties to be accompanied by the relevant agreement).
14.2.1 If there is only room rental, the client must pay the full room rental already paid (in other words, the paid room rental will not be returned), in case of cancellation.
14.2.2 If, in addition to room rental, other services are provided (such as organizational activities, including but not limited to catering, artists, audio/visual, etc.), the client shall pay the contractor the following costs in the event of cancellation, in addition to the room rental:
a) in the period before 365 days in advance of the start of the event, 30% of the full contract price (as applicable at the time of cancellation, not including the room rental;
b) in the period between 364 days and 180 days before the starting date, 50% of the full contract price (as applicable at the time of cancellation), excluding the rental of the room;
c) in the period between 179 and 90 days before the time of commencement, 85% of the full contract price (as applicable at the time of cancellation) excluding the room rental;
d) in the period between 89 days and the time of commencement, 100% of the full order sum (as in effect at the time of cancellation) not including room rental.
The order sum shall be the order sum included in the agreement plus mutations agreed upon thereafter.
14.2.3 If, in addition to the room rental, there are other services (such as organizational activities, including but not limited to catering, artists, audio/visual, etc.), the client shall, in addition to the room rental, pay the following costs to the contractor, in the event that there is no agreement on the entire agreement and the client does not make use of the contractor's services:
a) in the period before 365 days in advance of the commencement date, 30% of the order sum agreed upon by the parties, not including the room rental;
b) in the period between 364 days and 180 days before the time of commencement, 50% of the contract price agreed upon by the parties, excluding the room rental;
c) in the period between 179 and 90 days before the time of commencement, 85% of the contract price agreed upon by the parties, excluding the rental of the room;
d) in the period between 89 days and the time of commencement, 100% of the contract sum agreed upon by the parties, excluding the rent of the room.
The order sum shall be the assignment price agreed upon between the parties plus mutations agreed upon thereafter.
14.3 If, at the time of cancellation, the contractor's loss is higher than the cancellation fee as set out in Article 14.2 in these general terms and conditions - as a result of (including but not limited to) payment obligations that are or will be incumbent on the contractor in connection with the cancellation by the client, such as obligations to third parties engaged in the performance of the agreement and/or other third-party claims - the client must compensate the contractor for this higher amount.
14.4 The date of cancellation will be the first date on which the cancellation is received by the contractor.
Article 15 Dissolution of the Agreement
15.1 the contractor is entitled to dissolve this agreement, in addition to the legal possibilities for dissolution, if:
(a) the client fails to comply with the obligations under the agreement or to do so in full or in a timely manner;
b) after the conclusion of the agreement circumstances come to the knowledge of the contractor which give good reason to fear that the client will not comply with its obligations;
(c) the client's assets are seized, or the client is granted a suspension of payments or is declared bankrupt;
d) a large-scale event is held in the Johan Cruijff ArenA using the pitch and the stands, including but not limited to a soccer match of AFC Ajax, the KNVB, UEFA and FIFA, a concert and a dance event, which takes place during the period in which the leased premises is available to the client.
15.2 If the agreement is dissolved, the contractor's claims against the client will fall due immediately.
15.3 If the contractor proceeds to dissolve the agreement, it will in no way be obliged to compensate the client for any damage and costs incurred by the client as a result.
OTHER PROVISIONS
Article 16 Complaints / Claims and in writing
16.1 All complaints and defects must be received by the contractor in writing (including but not limited to e-mail) within 24 hours after they have become known or could have become known. If this period is not respected, any claims the client may have shall lapse.
16.2 Where these general terms and conditions state in writing, this shall also mean by e-mail.
Article 17 Confidentiality
17.1 Both parties are obliged to keep all confidential information secret they have obtained from each other in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if it arises from the nature of the information. The party receiving confidential information shall use it only for the purpose for which it was provided.
17.2 That stated in Article 17.1 in these general terms and conditions does not apply to information:
(a) provided to its advisors, whereby such advisors are also bound to confidentiality;
(b) were already lawfully owned by the receiving party before it was obtained from the party concerned;.
(c) have been developed independently by the receiving party without the use of information or data from the party concerned ;.
(d) to be publicly known or made publicly available, other than by an act or omission of the receiving party ;.
(e) to be disclosed by a third party to the receiving party without breach of any obligation of confidentiality towards the party concerned.
(f) to be made public by law, regulation or court order or by decision of another public authority, provided that the receiving party makes every effort to limit the scope of such disclosure and informs the party concerned in advance of such intended disclosure.
Article 18 Image law and drawings
18.1 All images, drawings incorporated in a quotation or order confirmation, or attached thereto, ideas and all intellectual property rights are for use only in the context of the assignment to be provided or already provided and may not be used by the client for other purposes, nor may it be granted to any third party. All rights to this remain solely with the contractor.
18.2 The contractor therefore reserves the right to recover those documents, with reference to Article 17.1 in these general terms and conditions.
18.3 The contractor is entitled to make sound, photo and / or image recordings of the event and to place that material – as well as the logo of the client – on its website for marketing purposes. The contractor will not provide (a copy of) the relevant material and the logo of the client to third parties.
Article 19 Applicable law and competence
19.1 Only Dutch law applies to all legal relationships between the contractor and the client.
19.2 All disputes with regard to or arising from or in connection with the offers made by the contractor and the agreements concluded with the client, as well as all recoveries due to default, will be brought exclusively to the competent court in Amsterdam.
19.3 In the event of a difference of explanation between the Dutch text and any foreign translations thereof, the explanation is binding according to the Dutch text.