GENERAL TERMS AND CONDITIONS
A-Way Events & Wellness B.V.
with registered office in The Hague
GENERAL TERMS AND CONDITIONS
A-Way Events & Wellness B.V.
with registered office in The Hague
hereinafter to be referred to as A-Way Events
a) With the deposit of these General Terms and Conditions at the Chamber of Commerce in The Hague, all previous terms and conditions and provisions of A-Way Events have lapsed.
b) All orders shall only be carried out under the following conditions, unless explicitly agreed otherwise and confirmed in writing by A-Way Events.
c) All deliveries are deemed to have taken place in The Hague, all payments must be made there or by transfer to the bank account indicated by A-Way Events.
d) Agreements with and promises by staff of A-Way Events and third parties engaged by A-Way Events do not bind A-Way Events, unless confirmed by it in writing.
e) The client acknowledges the applicability of these General Terms and Conditions by the mere fact of giving an order to A-Way Events, of whatever nature, unless these terms and conditions have been explicitly rejected by the client in writing; a single reference by the client to his own terms and conditions or a standard clause on the letter paper or in the client's own terms and conditions, the contents of this being the sole effect of these own terms and conditions, is not sufficient for this.
f) If deviations have been agreed with regard to certain subjects regulated by these terms and conditions, the present General Terms and Conditions will remain in force with regard to the rest of the agreement. Agreed deviations shall never apply to more than one order, unless each time confirmed in writing.
g) These terms and conditions apply to all agreements and the resulting obligations to be concluded by A-Way Events with its clients, with the exclusion of other terms and conditions which may be declared applicable by clients, unless otherwise agreed in writing. The client is defined as anyone who wishes to issue, or issues, an order to A-Way Events for the organisation of events, training courses, coaching or otherwise, wishes to make use of, or makes use of, the events, trips, daytime activities, clinics, workshops, boot camps, training courses or related activities organised by A-Way Events, wishes to enter into, or enters into, any agreement of a different nature with it, or has a quotation issued for the activities referred to above made, or holds preparatory discussions about this with A-Way Events.
h) Terms and conditions, stipulations etc. agreed upon by agents, representatives or other intermediaries, that deviate from these terms and conditions shall only bind A-Way Events if they have been explicitly confirmed by A-Way Events in writing.
i) Where these terms and conditions refer to 'in writing', a message from the client by e-mail shall only be considered equivalent if A-Way Events indicates in writing or by e-mail on behalf of the management that it agrees with the contents, or if the provisions of the e-mail in question are actually implemented.
j) Outgoing e-mails from A-Way Events stating that no rights can be derived from this e-mail do not bind A-Way Events in any way.
a) All offers are, unless explicitly agreed otherwise, without obligation. A-Way Events is only bound after it has confirmed the order in writing or by e-mail or has actually started with the execution of the order.
b) If an order or parts thereof are quoted on the basis of subsequent calculation, the prices quoted shall only serve as a guide price; the hours actually worked by A-Way Events or by third parties engaged by it and the costs actually incurred by A-Way Events shall be passed on.
c) In the case of composite quotations, there exists no obligation to deliver a part for a corresponding portion of the full quoted price.
d) All prices quoted by A-Way Events are exclusive of V.A.T., travel and accommodation costs, transport and organisation costs, and/or other taxes, charges or rights attached to the services as such, including unforeseen external costs, unless explicitly stated otherwise in the order confirmation.
e) The prices quoted by A-Way Events are based on the group size indicated by the client. The size of the group can be changed no later than 10 days before the event. If the group size is changed after this period, at least the specified price for the original number of participants will be charged. If the group size changes within the set term, the participation fee per person can be adjusted.
f) If an order fails to occur, A-Way Events reserves the right to charge for the billable preparation hours as well as for the design‑, signing‑and calculation costs or a part thereof, all of this only when an in-depth study of the project can be said to have taken place and then calculated according to use and fairness in consultation with the client.
g) With regard to the offered items, in addition to what is stated in the offer, catalogues, brochures and on the internet site, the normal and/or customary tolerances apply; minor deviations from the images and/or descriptions appearing in the offer, catalogues, brochures and the internet site are therefore reserved. Such deviations never release the client from his obligations under the agreement.
h) When placing an order, the client may, in some cases, take out travel and accident insurance through the intermediary services of A-Way Events; the costs associated with this are not included in the offer.
i) We explicitly reserve the right to make changes to the prices quoted without prior notice and also after the order confirmation has been sent; thus A-Way Events shall be entitled, since the conclusion of the agreement and before the entire delivery has taken place, to pass on any increases in purchase prices, transport costs, fuel costs, wages, employer's contributions and/or other employment conditions, as well as increases in other rates, duties, charges, levies and taxes, as well as any change in exchange rates which increase the costs for A-Way Events to the client, in which case the client shall have the right,‑ in the case of a consumer purchase‑, to cancel the agreement under the obligation to pay A-Way Events for the part of the order that has already been executed.
a) A placed order binds the client. A-Way Events is only bound by sending the order confirmation or by actually executing the order. If the client has not made his objections known to A-Way Events within eight days after the order confirmation has been sent, the order confirmation shall be regarded as correctly and completely representing the agreement.
b) For all orders not placed in writing (distance contract), the client can indicate in writing that he wishes to cancel the order after all within fourteen days after the date of this confirmation, except in those cases where the activity starts within this period, or if the activity has a required minimum number of participants to continue. If participation cannot be cancelled in accordance with this article, (down)payments through PayPal, Ideal or otherwise will not be reimbursed.
c) By placing an order, the client declares to have taken note of these General Terms and Conditions and the requirements and obligations imposed on the participants in these General Terms and Conditions, and declares to inform or to have informed all participants registered or to be registered of these requirements and obligations by or on behalf of the client.
d) By placing an order, the client declares to have taken note of the possible degree of difficulty, severity and risks of the activities which will be participated in and to inform the participants thereof. The client also declares to have reported all relevant medical and/or conditional particulars of the participants to A-Way Events and to consider the participants to be able to participate in the activities without endangering themselves or others. If the client is (also) a participant himself, he declares that he has the necessary physical and mental health to participate in the activity.
e) The client must notify A-Way Events in time and in writing of any desired further changes to the execution of an order after it has been placed with A-Way Events. If they are reported verbally, by e-mail or by telephone, the risk for the implementation of the change shall be borne by the client, unless these changes have been confirmed in writing by A-Way Events.
f) If the client cancels all or part of the order issued for a customised event or activity, he is obliged to pay the full agreed fee for the event or activity.
g) In the event of cancellation of an activity or event organised by A-Way Events, the client shall owe cancellation fees in addition to the reservation fees. Cancellation must occur in writing (preferably by registered mail); the date of receipt of the cancellation will be used to calculate the cancellation period.
The cancellation costs are as follows:
- 100% in case of cancellation within 4 days before the start of the activity;
- 75% in case of cancellation within 14 days before the start of the activity;
- 50% in case of cancellation within 28 days before the start of the activity;
- 25% in case of cancellation within 56 days before the start of the activity.
If the actual costs caused by the cancellation exceed the cancellation fees, A-Way Events reserves the right to charge the actual costs.
If the client has taken out group cancellation insurance through the intermediary services of A-Way Events, any payment made by the insurance company shall be deducted from the cancellation fees due.
h) A-Way Events is at all times entitled to cancel an event without having to pay any compensation for this other than the reimbursement of the advance- or down payments already made.
i) Changes to the original order, of whatever nature, made in writing or verbally by or on behalf of the client, that cause higher costs than could be expected at the time of quotation and/or order confirmation, will be charged to the client in addition.
j) Changes to and/or cancellations of placed orders only bind A-Way Events after written acceptance.
k) A-Way Events reserves the right to carry out more work than stated in the written order or in the order confirmation and to charge it to the client if this work is in the interest of the client and/or for the proper execution of the order. The client will be informed as soon as possible of the execution of these additional activities.
l) Insurance of any kind will only be provided at the expense and risk of the client on explicit written instructions. The risks to be insured must be clearly stated therein. Simply stating the value is not enough.
m) If A-Way Events has taken out insurance in its own name, it shall only be obliged to transfer its claims against the insurer to the client on ‑request‑.
4). EXECUTION OF THE ORDER
a) In the event of delivery of materials by the client, A-Way Events shall not be liable for the absence of sufficient quantity in the crates, boxes or packages sent, except in the event of fault or intent on the part of A-Way Events to be proven by the client.
b) The materials to be supplied by the client must be of good quality, suitable for their purpose and shall meet the requirements set and be approved for that purpose.
c) Any partial delivery, including the delivery of parts of a composite order, may be invoiced, in which case such partial delivery shall be regarded as a stand-alone transaction; in such a case, payment shall be made in accordance with the provisions in the chapter on "payment".
d) Delay or postponement is not for the account of A-Way Events, unless caused by its fault, all this without prejudice to the provisions in chapter 5.
e) Participants in an activity organised by A-Way Events are obliged to follow the instructions of the supervisors of A-Way Events or third parties engaged by it at all times.
f) The person who acts on behalf of the client during the performance of an activity is deemed to have been authorised by the client to do so.
g) Unless explicitly agreed otherwise with A-Way Events, participants are not permitted to consume alcohol prior to or during the activities.
h) Agreed periods shall only apply if and insofar as the data and materials necessary for the execution of the order are delivered to A-Way Events at the agreed time, and the work to be carried out by the client himself or by third parties at his expense has been carried out on time. If, as a result of late delivery/execution of work by the client, the order can only be carried out by use of extra transport, overtime, rush order, etc., A-Way Events shall be entitled to do so without prior consultation with the client, and the costs incurred as a result of this shall be borne by the client. In the event of late delivery by the client, A-Way Events is entitled to further determine the date of execution of the order. The client must check that the information and materials required for the execution of the order are delivered on time.
i) If, during the preparation of an event, it turns out that it is not possible to obtain the necessary permit, exemptions, etc., the agreement shall be cancelled without A-Way Events being liable to pay any compensation in this respect, under the obligation of the client to pay for the work already carried out by A-Way Events.
j) All execution times on the day of the event are always given approximately by A-Way Events and are not binding. Exceeding the execution times will never release the client from his obligations under the agreement, nor will it give the client the right to dissolve the agreement and/or claim damages.
k) The client is not entitled to transfer his rights resulting from an agreement with A-Way Events to third parties without explicit permission from A-Way Events. The client derives only the right to personally participate in the event as well as the participants specified by him from the agreement.
l) If the client fails to fulfil any of his obligations arising from an agreement with A-Way Events on time, A-Way Events has the right to suspend the fulfilment of all obligations towards the client and even to regard all agreements with the client as fully or partially dissolved, without the need for a notice of default and/or judicial intervention, while retaining its right to compensation. Whatever the client owes A-Way Events shall become immediately due and payable.
m) A-Way Events is entitled to, without notice to or consultation with the client, outsource the order or parts thereof to third parties not employed by A-Way Events, if this promotes a proper or efficient execution of the order in the opinion of A-Way Events.
n) If more participants participate in an event or activity on behalf of the client, the client must submit the list of participants to A-Way Events no later than five days before the start of the event or activity.
o) During the execution of the order or during a period of six months after the end of the order, the client is not permitted to enter into an employment contract in any way with personnel or third parties employed by or on behalf of A-Way Events on behalf of the client on pain of a fine that is not open to mitigation of € 10,000.- for each offence, and € 1,000.- for each offence per week that the offence continues.
p) A-Way Events undertakes to carry out the work assigned to it to the best of its knowledge and ability, but does not accept any liability for the failure to achieve the purpose intended by the client.
q) If, during the execution of an order accepted by A-Way Events, it appears that the order cannot be executed as a result of circumstances unknown to A-Way Events or due to force majeure, A-Way Events is entitled to demand that the order be changed in such a way that the execution thereof becomes possible. The increase or decrease in the costs incurred as a result of such a change shall be settled between the parties, while the client is obliged to reimburse A-Way Events for the work already carried out, but which has proved to be unprofitable.
5). EXCEEDING DELIVERY TIME
a) If the progress in the execution of an order is delayed by the client or by force majeure on his part, A-Way Events may invoice part of the total price quoted corresponding and in proportion to the finished part as well as the costs already incurred for the entire order at the times when, if no delay would have occurred, the invoice would have been invoiced. If these terms have not been explicitly agreed in advance, then the aforementioned can be invoiced immediately after the expiry of the time normally required for the execution of the order in question.
b) The terms agreed with A-Way Events shall always be regarded by the client as approximate and never as deadlines, unless the contrary has been explicitly agreed in writing.
c) Malfunctions in operation as a result of force majeure (as a result of, among other things, the following apply: war, mobilisation, riots, flooding, closed air traffic, shipping and other obstructions in transport, stagnation in, respectively restriction or cessation of deliveries by public utilities or other energy or data communication companies, the occurrence of hitherto unknown viruses, malfunctions in or on the internet, lack of fuel, fire, machine breakdowns and other accidents, strikes, lock-outs, action by employees' organisations, making production impossible, government measures, non-delivery of necessary materials and supplies to A-Way Events by third parties and other unforeseen circumstances, also in the country of origin of the materials and/or supplies, which disrupt the normal course of business and delay the execution of an order or make it reasonably impossible) discharge A-Way Events from the fulfilment of the agreed term or from the obligation to execute, without the client being able to assert any right or compensation of costs, damages or interests on that account.
d) In case of force majeure, A-Way Events shall immediately inform the client, in which case the client shall be entitled to cancel the order in writing for a period of eight days after receipt of the notification, however with the obligation to reimburse A-Way Events for the part of the order already carried out.
6). COMPLAINTS AND WARRANTY
a) A-Way Events is not liable for printing‑, writing‑and/or counting errors and/or ambiguities in quotations, order confirmations and/or prospectuses, nor for the consequences thereof. In the event of a difference in the interpretation of offers, order confirmations or prospectuses, the interpretation of A-Way Events shall be binding.
b) The submission of complaints is only possible in writing and within eight days after the execution of the order.
c) Defects in part of the delivered goods do not give the right to reject the entire delivered performance.
d) The client shall provide all the cooperation required by A-Way Events for the investigation of the complaint.
e) If A-Way Events considers that a defect in the delivered performance has been demonstrated, it shall have the choice either to re-deliver the performance that has proved to be unsound free of charge, or to grant the client a discount to be determined in mutual consultation on the agreed price.
f) A-Way Events does not accept any responsibility for defects caused by or arising from the delivered goods through the fault or actions of the client or third parties, or through external causes.
g) A-Way Events has no more obligations than those arising from this chapter; in particular, A-Way Events shall under no circumstances be liable for direct or indirect trading loss or consequential loss, which may arise as a result of not carrying out the order, not carrying it out‑correctly or not on‑time.
h) A complaint with regard to certain activities does not suspend the payment obligation of the client with regard to those or other activities.
i) For goods delivered by third parties through the intermediary of A-Way Events, A-Way Events is never obliged to provide a more extensive guarantee than the guarantee provided by the supplier of the delivered goods.
j) The client will never be able to claim dissolution of an agreement on the basis of complaints or defects.
a) A-Way Events bears no liability whatsoever for any damage, however named and caused, other than as a result of its own intent or gross negligence, to be proven by the client and then only up to a maximum of the amount of the work or deliveries to be carried out by A-Way Events, or a proportional part thereof.
b) If A-Way Events should be liable as a result of damage caused by death or injury to a participant as a result of intent or gross negligence, this liability shall never exceed € 1,000,000 and even then only if the insurer of A-Way Events accepts this liability. If the insurer of A-Way Events does not accept the liability, the liability of A-Way Events on this account shall never exceed a maximum of the amount of the work or deliveries to be carried out by A-Way Events, or a proportional part thereof.
c) A-Way Events does not accept any liability for trade or consequential damage as a result of shortcomings in the goods supplied by it or through its intermediary.
d) Under no circumstances does A-Way Events accept liability for damage caused by carelessness or negligence on the part of the participants or by acting contrary to the instructions of the supervisors of, or on behalf of, A-Way Events.
e) The client is liable for anyone who participates in the activities or the event on his behalf and is also liable for all damage caused by himself or these participants.
f) The customer is obliged to indemnify A-Way Events from and against all claims for damages brought by third parties against A-Way Events in respect of damage caused by the persons participating on behalf of the customer.
g) A-Way Events is not liable for loss of for damage to the personal property of the client or participants. Participants should insure themselves against this if they wish to do so.
h) The client and participants are obliged to take out adequate insurance against the consequences of illness or accident in both domestic and foreign activities. Participants must carry the proof of insurance with them. In the case of foreign activities, participants must also provide travel and cancellation insurance with cover for the countries in question.
i) If an order is placed for the account of two or more natural or legal persons, each of these persons shall be jointly and severally liable for the full fulfilment of the obligation arising from this agreement.
j) A-Way Events is not liable for inaccuracies in the statement of rights, costs and expenses made by third parties to A-Way Events or for any changes thereto; any (subsequent) claims arising from this shall be for the client's account.
k) A-Way Events gives advice to the best of its knowledge and in good faith, but does not accept any liability for loss or damage, directly or indirectly resulting from the content of the advice given by it.
8). OWNERSHIP RIGHTS AND COPYRIGHT
a) All rights of an industrial or intellectual nature, such as copyright and other rights, related to the concepts, formats, programmes, working methods, course material, advice, etc. originating from A-Way Events or used by A-Way Events become and remain the explicit and exclusive inalienable property of A-Way Events, both during the execution of the order and afterwards, all this irrespective of the share in the creation thereof of the client himself or of third parties engaged. The exercise of these rights, including the publication or transfer of data, is expressly and exclusively reserved by A-Way Events, both during and after the execution of the order.
b) Unless explicitly agreed otherwise in writing, A-Way Events is entitled to inform BUMA/STEMRA or other copyright or logo managers of the name of the client, the title of the material reproduced for the client, and the amount of reproduction that took place.
a) If the execution of an order extends over a period of more than one month or if, in the opinion of A-Way Events, the amount involved in the order qualifies for this, it can demand payment or advance payment or payment in instalments, as applicable. A-Way Events is entitled, irrespective of the agreed payment condition, to demand sufficient security for payment in advance or to demand it during the execution of an order.
b) All payments must be made within fourteen days after the invoice date, net cash without any deduction in Euro, without prejudice to the right of A-Way Events to use a shorter payment term for special offers and discounts.
c) If permission is given for credit to be granted more than fourteen days after the date of the invoice or if it is taken wrongly, the client shall owe interest on the invoice amount of 1% per month or part of a month, commencing on the date on which the invoice amount becomes due and payable; each time after a period of one year, the client shall also owe the aforementioned interest on the interest accrued at the time of the invoice date. If and to the extent that the statutory interest rate is higher than the rate referred to here, the statutory interest will be calculated.
d) A-Way Events charges € 8.00 for administration costs for each order. For orders below € 250.-, A-Way Events may charge a higher amount of administration costs.
e) All costs, both judicial and extrajudicial, which A-Way Events has to incur in order to enforce its rights, shall be borne by the client. The extrajudicial collection costs are calculated in accordance with the provisions of the Wet normering buitengerechtelijke incassokosten (Extrajudicial Collection Costs Standardisation Act).
f) If the client subcontracts the order to A-Way Events, the client shall, at the first request of A-Way Events, assign to A-Way Events his claim(s) from this transaction to third parties. The client hereby grants A-Way Events an irrevocable power of attorney to proceed with the collection of the claim(s) in question, both now and if such an event occurs.
g) Irrespective of what has been determined with regard to the term of payment under 2 of this chapter, A-Way Events is entitled to demand cash payment, or to demand that the customer provides security for the payment, or pays a part of the agreed price to be determined by A-Way Events in advance, before receiving the delivery, while in spite of an agreed term of payment, prompt payment must take place, if A-Way Events sees reason to demand such.
a) A dispute exists as soon as a party declares this to be the case.
b) All agreements and transactions of A-Way Events are exclusively governed by Dutch law.
c) All agreements of A-Way Events are also subject to the Privacy Statement of A-Way Events, which forms an indissociable part of these General Terms and Conditions, as if they had been literally included in them and filed at the same time as these General Terms and Conditions.
d) All disputes, however named, shall be subject to the judgement of the competent Dutch court, to the exclusion of all other arbitration, advisory and judicial bodies.