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GENERAL TERMS AND CONDITIONS

Friends of the Brands has the following General Terms and Conditions. Please contact us if you have any questions.

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ARTICLE 1. DEFINITIONS

FOTB: the private limited liability company Friends of the Brands B.V., having its registered office in (1181 NB) Amstelveen, the Netherlands, at Burgemeester Haspelslaan 39-BG, registered in the trade register under number 59859415.

Client: every natural person or legal entity that uses or wishes to use the services of FOTB, including advertisers, sponsors and other companies or organizations that wish to promote their brands, products and/or services.

Agreement: the agreement between FOTB and the Client (hereinafter collectively also referred to as “parties”), relating to an Event and all related activities of FOTB, to which these general terms and conditions apply.

Event: any event (co-)organized by FOTB which is aimed at connecting brands to well-known or appealing persons, with the aim of generating positive publicity for the benefit of the Client(s) of FOTB.
General Terms and Conditions: these terms and conditions, which are published on the FOTB website (www.friendsofthebrands.nl).

ARTICLE 2. APPLICABILITY

  1. The General Terms and Conditions apply to FOTB’s quotes and to all Agreements, Events and other activities and/or services provided by FOTB on behalf of its Client(s).
  2. Any deviations from the General Terms and Conditions are only valid if they have been agreed in writing with FOTB.
  3. Any general terms and conditions of the Client, under whatever name, or any branch terms and conditions of the Client, do not apply to the Agreement.
  4. FOTB is entitled to amend the General Terms and Conditions by means of a written notification to the Client, which amendment will take effect 14 days after this notification has been sent, unless the Client objects in writing to FOTB within this period, stating reasons, against the proposed amendment, in which case FOTB will have the choice to dissolve the Agreement immediately or to allow the present General Terms and Conditions to continue to apply.

ARTICLE 3. QUOTATIONS

  1. FOTB’s quotations are without obligation and are valid for 14 days, unless otherwise indicated. FOTB will only be bound by the offer if it is accepted in writing within 14 days or an agreed different period.
  2. A quotation that consists of multiple parts does not oblige FOTB to carry out part of the assignment for a corresponding part of the quoted price.
  3. If the acceptance (also on minor points) deviates from the offer included in the quotation, FOTB is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance.
  4. No rights from quotations can be derived for future assignments.

ARTICLE 4. IMPLEMENTATION OF THE AGREEMENT

  1. FOTB shall carry out the work assigned to it to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. FOTB is (partly) dependent on third parties (including media, suppliers and third parties) to achieve the results intended by the parties. For this reason, FOTB only has an obligation to perform to the best of its ability under any Agreement to be concluded with FOTB. It follows from this that FOTB does not guarantee that the efforts made by it will lead to the desired result.
  3. If and in so far as required for the proper execution of the Agreement, FOTB has the right to outsource all or part of the work to third parties. The Client will be informed of this in advance, or at least as soon as possible.
  4. If the Event takes place at and/or the activities of FOTB are carried out at the Client’s location or at a location designated by the Client, the Client will provide FOTB with the facilities reasonably required and desired by FOTB free of charge.

ARTICLE 5. AMENDMENT OF THE AGREEMENT

  1. If during the execution of the Agreement it appears that it is necessary for a proper execution of the work to be carried out or the nature and scope of the agreement to modify or supplement, the parties will timely and in mutual consultation adjust the Agreement accordingly.
  2. FOTB is entitled to unilaterally amend the Agreement by changing the date and/or location of an Event within reasonable limits (whereby a movement within two months and within a radius of 30 kilometers in each case is deemed to be reasonable).
  3. FOTB will inform the Client in a timely manner about the consequences of an amendment to the Agreement, for example with regard to the time of completion of the execution or any financial or qualitative consequences.

ARTICLE 6. OBLIGATION TO PROVIDE INFORMATION

  1. The Client will ensure that all information and/or materials which FOTB indicates are necessary or which the Client should reasonably understand are necessary for the execution of the Agreement are provided to FOTB or the third parties designated by it, free of charge, on time and in the desired format and/or file. If the information and/or materials required for the execution of the Agreement are not provided on time or free of charge, FOTB will be entitled to suspend the execution of the Agreement and/or to charge the additional costs resulting from the delay to the Client.
  2. If the Client provides FOTB with information carriers, electronic files or software etcetera, the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
  3. The Client guarantees that the information and/or materials made available by it to FOTB can be freely used by FOTB in the execution of the Agreement for the purpose for which the Client could reasonably understand that they were intended. The Client indemnifies FOTB against claims of third parties with regard to any alleged infringement of intellectual property rights and for other claims in connection with materials or information provided by the Client, which are used in the execution of the Agreement.

ARTICLE 7. FEE

  1. FOTB’s fee may consist of a fixed amount and/or compensation based on results achieved. If no fixed fee is agreed upon, the fee will be determined on the basis of hours spent at a certain hourly rate. Costs and fees due will be invoiced as agreed upon, paid and, if nothing has been agreed upon, invoiced periodically on a monthly basis.
  2. All prices quoted by FOTB are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement (including shipping and administrative costs and costs for third parties).
  3. If FOTB agrees with the Client on a fixed fee or hourly rate, FOTB will be entitled to increase this fee or rate if:
    a. FOTB can demonstrate that between the time of the offer and the execution of the Agreement the costs have increased significantly, or
    b. during the execution of the work, it appears that the originally agreed or expected amount of work was so insufficiently estimated when the Agreement was concluded that FOTB cannot reasonably be expected to perform the work for the fee originally agreed upon.
  4. FOTB will notify the Client in writing of its intention to increase the fee. FOTB will mention the scope and the date on which the increase will take effect. If the Client objects to the increase of the fee within 14 days after the date of this notification, in writing by means of a registered letter to FOTB, stating the reasons, FOTB will have the choice to dissolve the Agreement or to execute the Agreement against the original fee.

ARTICLE 8. PAYMENT

  1. Invoices relating to activities carried out by FOTB and/or goods delivered by FOTB must be paid within 14 days of the invoice date, unless another term of payment has been agreed upon in writing.
  2. Payments must be made in a timely manner, without any suspension or set-off, by transfer to the bank account of FOTB mentioned on the invoice.
  3. At FOTB’s first request, the Client is obliged to provide sufficient security for the fulfilment of his existing and future obligations towards FOTB. If, in the opinion of FOTB, a security provided has become insufficient, the Client will be obliged, upon request, to supplement or replace the security already provided.

ARTICLE 9. CONSEQUENCES OF LATE PAYMENT

  1. 1. If the Client has not paid any payment due to FOTB on time and/or in full, FOTB will have the right to suspend its activities in whole or in part or not to carry them out. This is without prejudice to FOTB’s right to (partially) dissolve the Agreement and furthermore without any reminder or notice of default being required or notification thereof to the Client being required. The Client will not have any claim whatsoever against FOTB in this respect and the rights of FOTB towards the Client pursuant to the Agreement will not be restricted in any way whatsoever as a result. In particular, FOTB will remain entitled to the compensation stipulated in the Agreement.
  2. If the Client fails to make any payment to FOTB (including instalment payments) on time and/or in full, the Client is in default towards FOTB by operation of law, without any reminder or (further) notice of default being required.
  3. In the event that the Client is in default vis-à-vis FOTB, as well as in the event of (provisional) suspension of payments or bankruptcy of the Client, all amounts owed by the Client to FOTB will become immediately due and payable in full, without any summons or notice of default being required.
  4. In the event of late payment of any amount owed by the Client to FOTB, the Client will owe FOTB, without any summons or notice of default being required, an interest compensation of 5% per month from the due date until the date of full payment on the outstanding amount. When calculating the interest compensation, part of a month will be counted as a whole month.
  5. In the event of late and/or incomplete payment of any amount owed by the Client to FOTB, all costs incurred by FOTB as a result, both judicial and extrajudicial, will be for the account of the Client, who will reimburse FOTB at the latter’s first request. FOTB’s extrajudicial collection costs will amount to 15% of the amount owed, with a minimum of € 500,– excluding VAT. This is without prejudice to FOTB’s right to full payment of any additional (legal) costs incurred for the collection of its claims against the Client, including the costs of its lawyer, agent, bailiff, etc.

ARTICLE 10. DURATION AGREEMENT

  1. The Agreement between FOTB and the Client is entered into for the duration of the project, unless the nature of the agreement dictates otherwise or the parties agree otherwise in writing.
  2. If a term has been agreed for the execution of certain work, this is not a deadline and would not automatically result in FOTB’s default if the term is not met. FOTB can only be in default after a written notice of default, which includes a reasonable period for compliance or a liability.

ARTICLE 11. TERMINATION

  1. Termination or dissolution on any grounds whatsoever of an Agreement by Client is excluded.
  2. Without prejudice to its other rights, FOTB may terminate the Agreement at any time with due observance of a reasonable term, without the Client being able to claim any compensation in any form whatsoever. In that case, the Client will owe the agreed fee in proportion to the work already carried out, unless that would be unacceptable in the given circumstances. At the request of the Client, FOTB will lend its cooperation to a transfer of the work still to be performed to a third party, whereby the resulting costs will be charged to the Client.
  3. In the event of cancellation by the Client of an Event, the Client shall owe 50% of the agreed fee in the event of cancellation up to six months before the start of the Event. In the event of cancellation thereafter, the Client shall owe 100% of the agreed fee. Any savings that FOTB may make because costs of third parties are not due, will accrue to the Provider after deduction of a handling fee of 15%.

ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS

  1. All rights of FOTB to the concept, name, design and implementation of the Events are vested exclusively in FOTB, and its licensors if any. The Client is not permitted to make any use of FOTB’s rights without FOTB’s express prior written consent. Any permission from FOTB to the Client or third parties to use (part of) the rights of FOTB will always be non-exclusive, non-transferable and will not include the right to grant sub-licenses. All rights for which no express right of use has been granted are reserved by FOTB.
  2. Without prejudice to the other provisions of these terms and conditions, the Client guarantees that the use by FOTB and its contractors, for the purpose of the Event, of the brands, trade names, logos, texts, images, products and/or services of the Client, or the third parties represented by it, is permitted and does not infringe any rights of third parties. The Client indemnifies FOTB against all claims of third parties and will fully compensate FOTB in this respect, including the full costs of legal assistance.
  3. The Client grants FOTB an unrestricted, free of charge and non-exclusive right of use to publish and reproduce the name and logo of the Client and all image and/or sound material made by or on behalf of the Client in relation to an Event via the website of FOTB, social media channels and/or in the context of (other) promotional communications via means on behalf of FOTB. If the Client so wishes, FOTB will provide a link from its website to the website of the Client.

ARTICLE 13. IMAGE RIGHTS

  1. If FOTB has indicated in writing that it is permitted to take photographs and/or make video recordings during an Event, this does not affect the fact that the responsibility for obtaining permission to make image and/or sound recordings and to make them public and reproduce them, including the use of the name, portrait, voice, likeness and other characteristic elements of the persons present during the Event, lies entirely and exclusively with the Client or its contractor or client.
  2. Without prejudice to the foregoing provisions, the Client shall be free to make editorial, non-commercial announcements, for example via its website, newsletter or social media, in which reference is made to the Event and which may be regarded as an editorial report of the Event. It is the sole responsibility of the Client to determine whether it requires permission from the person(s) portrayed and/or quoted for this use and the Client shall indemnify FOTB against all possible claims in this respect and shall compensate FOTB in full, including the full costs of legal assistance.
  3. If the consent obtained by the Client, whether or not through the mediation of FOTB, from a person portrayed or quoted for the use of his portrait, quotation, name, performance or otherwise, is withdrawn or declared invalid for any reason whatsoever, FOTB cannot be held liable by the Client for this, unless this withdrawal or invalidity can be attributed to FOTB and without prejudice to the provisions of article 17 (limitation of liability).

ARTICLE 14. BREACH OF CONTRACT FOTB

  1. If, for whatever reason, the Client is of the opinion that FOTB does not properly perform (part of) its obligations under the Agreement, it must send a written notice of default to FOTB as soon as possible. The notice of default should include a description of the alleged breach of contract in as much detail as possible, so that FOTB is able to respond adequately.
  2. If Client has not given written notice of default within 5 days after discovery of the alleged breach or at the latest within 10 days after completion of the activities concerned, all possible claims of Client will lapse.
  3. A failure to perform its contractual obligations (including in the event of force majeure) on the part of FOTB does not give the Client the right to dissolve the Agreement in whole or in part.

ARTICLE 15. FORCE MAJEURE FOTB

  1. Force majeure on the part of FOTB includes any circumstance beyond FOTB’s control, whether or not foreseeable at the time the Agreement was concluded, as a result of which compliance with FOTB’s obligation under the Agreement is temporarily or permanently prevented, or must reasonably be regarded as too onerous for FOTB, including strikes, natural disasters, breakdowns, pandemics and ensuing government measures, and any failures on the part of a supplier or subcontractor. In the event of force majeure, FOTB will be entitled to suspend the fulfilment of its obligations for a reasonable period to be determined by FOTB and, after consultation with the Client, to determine a new date and/or location for the Event. During the period that FOTB has suspended its obligations due to force majeure, the Client will remain obliged to fulfil its obligations.
  2. If the situation causing force majeure for FOTB lasts longer than 30 days, FOTB will have the right to dissolve the Agreement in its entirety or with regard to the obligations affected by force majeure by means of a written notification to the Client, without the Client being able to claim any compensation in any form whatsoever.

ARTICLE 16. SUSPENSION AND DISSOLUTION

  1. FOTB is entitled to suspend the fulfilment of its obligations and/or to dissolve the Agreement, without being obliged to pay any compensation in the event that:
    a. Client does not or not fully comply with its obligations under the agreement;
    b. Circumstances brought to FOTB’s attention after the conclusion of the Agreement give FOTB good reason to fear that the Client will not fulfil its obligations;
    c. Client was requested to provide security for the fulfilment of its obligations under the Agreement when the Agreement was concluded and this security is not provided or insufficient.
  2. FOTB will furthermore be entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be demanded of it according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that FOTB cannot reasonably be expected to maintain the agreement unaltered.
  3. If the Agreement is dissolved by FOTB, its claims against the Client will be immediately due and payable. If FOTB suspends fulfilment of the obligations, it will retain its claims under the law and the Agreement.
  4. FOTB reserves the right at all times to claim compliance and/or additional or replacement damages.

ARTICLE 17. LIABILITY

  1. Any liability on the part of FOTB to the Client or third parties shall be limited to compensation for direct damages up to the amount paid out by FOTB’s liability insurance in the matter concerned, minus the deductible. If, for whatever reason, no (full) payment under the said insurance should be made, any liability of FOTB for damages will be limited to a maximum of 50% of the fee (excluding VAT) charged by FOTB to the Client under the Agreement.
  2. Direct damages will only consist of reasonable costs:
    • to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning thereof under these terms and conditions;
    • incurred to make FOTB’s performance comply with the Agreement, unless these costs cannot be attributed to FOTB;
    • incurred to prevent or limit damages, insofar as Client demonstrates that these costs have led to limitation of direct damages within the meaning under these general terms and conditions.
  3. FOTB will not be liable for any indirect damages, including consequential damages, loss of profits and damages due to temporary or permanent close of business. The limitation of FOTB’s liability set out in this clause 17 will not apply in the event of intent or gross negligence on the part of FOTB or its management.
  4. FOTB is not liable for damage, loss or theft of goods made available to FOTB by the Client for the purpose of an Event.

ARTICLE 18. CONFIDENTIAL INFORMATION

  1. FOTB and the Client, as well as both their contractors and employees, are obliged to keep confidential all confidential information that they have obtained from each other or from another source in the context of their co-operation under the Agreement. Information is deemed to be confidential if the other party has been informed that the information provided by it must be treated confidentially or if this could reasonably be inferred from the nature of the information.
  2. If, on the basis of a statutory provision or a judicial decision, FOTB is obliged to provide confidential information to third parties designated by law or by the competent court, and FOTB cannot in this respect invoke a legal right to refuse to give evidence or a right to refuse to give evidence recognized or permitted by the competent court, FOTB will not be obliged to pay damages or compensation in any form whatsoever and the Client will not be entitled to dissolve the agreement on the basis of any damage resulting from this.

ARTICLE 19. PRIVACY

  1. The processing of personal data of participants and other persons involved in an Event by FOTB is subject to the Privacy Policy of FOTB, as it applies from time to time.
  2. When processing personal data, the Client shall strictly comply with the applicable laws and regulations, in particular the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act. If and insofar as FOTB acts as processor of personal data belonging to the Client, the Client will be responsible towards FOTB and third parties for the careful observance of all legal obligations with regard to the processing of such personal data. The Client will indemnify FOTB against all claims of third parties which are related to the non- or inadequate compliance by the Client or third parties engaged by it with the legislation and regulations with regard to the protection of personal data.
  3. If and insofar as FOTB makes personal data available to the Client within the framework of the organization and performance of an Event, the Client is obliged to comply strictly with its legal obligations as processor of those data and to enter into a processing agreement with FOTB at the first request of FOTB.

ARTICLE 20. APPLICABLE LAW AND JURISDICTION

  1. The Agreement and the legal relationship between the parties is exclusively governed by Dutch law, without prejudice to the principles of conflicts of laws.
  2. Any disputes between the Client and FOTB will exclusively be submitted to the court in Amsterdam, the Netherlands without prejudice to FOTB’s right to submit a dispute to any other court in the Netherlands that would be competent according to the law.