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General terms & conditions

GENERAL TERMS AND CONDITIONS OF CRAVAT EVENTS BV

  1. Introduction

CRAVAT EVENTS BV is a private limited liability company, with its registered office at 2550 Waarloos, Grote Steenweg 22, enterprise number 0660 790 229, hereinafter referred to as “CRAVAT“. These General Terms and Conditions (this “Agreement“) apply to all offers, agreements and services provided by CRAVAT. Deviations from these General Terms and Conditions are only valid if and insofar as by CRAVAT in writing. Unless expressly agreed to otherwise, the applicability of any general terms and conditions used by you (the “Client“) is excluded.

 

  1. Definitions

The following expressions shall have the following meanings:

“Confidential Information” means in relation to each Party, all information of a confidential nature relating to the business and/or operations of that Party (whether such information is disclosed in writing, by delivery of items, orally, by visual presentation, by means of providing access to such information), including but not limited to: (a) any such information subsisting in any Intellectual Property Rights of either Party;  (b) any such information which is commercially sensitive or price sensitive; (c) the business, finances, systems or other affairs of the other Party; and (d) the provisions and subject matter of this Agreement.

“Contract Price” has the meaning given to it in Article 4.1 of this Agreement;

“Cravat Property” means any equipment, items, signs, documents, designs (including ticket designs), specifications, procedures, templates, reports, manuals or other materials owned by or licensed to CRAVAT (and/or its suppliers) which are used by CRAVAT in connection with the provision of the Services or in connection with this Agreement;

“Force Majeure Event” means an event the occurrence of which is unforeseeable and beyond the reasonable control of either Party to this Agreement, including (without limitation) fires, floods, tempests, riot, strike or labour dispute;

“Intellectual Property Rights” means (i) patents, designs, CRAVAT’s trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights and knowhow; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights;

“Party” or “Parties” means CRAVAT and/or the Client.

“Privacy Legislation” means the provisions of Directive 95/46/EC and Directive 2002/58/EC as well as any national legislation and/or regulations implementing them, as such legislation may be amended or replaced from time to time and in particular by the General Data Protection Regulation 2016/679, in the country where the services are to be undertaken;

 

  1. Assignment

CRAVAT undertakes to organise an event on the Client’s request (the “Event“), subject to the terms and conditions set out in this Agreement (the “Services“).

It is explicitly agreed that CRAVAT may suspend and/or cease the provision of the Services and, at its discretion, terminate its contractual relationship with the Client, if: (i) the payment conditions are not complied with by the Client; (ii) the Client commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven (7) days after being notified in writing to do so; (iii) proceedings are opened against the Client relating to bankruptcy, liquidation or other insolvency (except for the purposes of amalgamation or reorganisation); and/or (iv) the Client ceases or threatens to cease to carry on its business.

 

  1. Payments

The Client has agreed a predetermined price with CRAVAT for the provision of the Services (the “Contract Price“). Unless specifically agreed otherwise in writing, the Contract Price is payable by the Client as follows: 40% upon signing of the contract and after receipt of the invoice; 40% at the latest 10 days before the Event and after receipt of invoice; 20% after the Event and no later than 30 days after receipt of the final invoice.

VAT is always borne by the Client. All other taxes, contributions or charges of any kind (including SABAM and/or related fees) levied on the activity under this Agreement remain entirely and exclusively at the expense of the Client, unless specifically agreed otherwise in writing.

The Client shall punctually pay to CRAVAT all sums owing to CRAVAT under this Agreement. In the event of any late payment, all sums due shall automatically and without prior notice bear interest at the rate applicable to late payment of commercial transactions as from the moment the amount becomes payable.

In case of termination of this Agreement in accordance with Article 3 of this Agreement, the Contract Price is payable in full. In case of termination of this Agreement because of Force Majeure or material shortcomings of CRAVAT, CRAVAT shall only be entitled to all documented costs and expenses actually borne by CRAVAT for the performance of Services up to such date.

 

  1. Obligations

CRAVAT shall:

  1. do everything in its power to carry out its mission in the best possible way, both qualitatively and professionally; and
  2. refrain from any statement or conduct that could directly or indirectly damage the image of the Client.

The Client shall:

  1. cooperate with CRAVAT in all matters relating to the Services and, particularly, provide CRAVAT with access to all documents, information, items and such equipment as the Parties agree that the Client will provide (whether owned by it or a third party) which is required by CRAVAT for the purpose of providing the Services under this Agreement;
  2. keep and maintain the Cravat Property in good condition and not dispose of or use the Cravat Property other than in accordance with the Cravat’s written instructions or authorisation; and
  3. advise CRAVAT of any health and safety matters that CRAVAT would not reasonably be expected to encounter in the provision of the Services, as well as of any relevant illness or other condition or special dietary or other requirements of any person attending the Event.

 

  1. Liability and insurance

If CRAVAT’s provision of the Services or other performance of obligations under this Agreement is prevented or delayed by any act or omission of (or accountable to) the Client or by Force Majeure, CRAVAT shall be allowed an extension of time to perform its obligations equal to such delay.

CRAVAT insures its permanent and freelance employees for all industrial accidents in accordance with the legal provisions, but it is not responsible for the insurance of the participants’ physical accidents. The Client is advised to take any necessary insurance to cover such costs, in addition to a cancellation and/or travel insurance (if relevant) and such insurance covering the Client’s responsibility for any participant who causes any damage or injury to any person or private/public property. CRAVAT reserves the right, in case of any risk of damage to third parties, to change the provision of the Services.

CRAVAT is liable to the Client and its participants for any damage caused by persons, matters or facts for which it has direct or indirect responsibility or control. However, CRAVAT cannot be held liable for any defects – hidden or otherwise – in the material provided by the Client.

To the extent permitted by law, CRAVAT shall not be liable for any loss of profits, loss of business, loss of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising, and CRAVAT’s liability under this Agreement or in tort shall be subject to a maximum liability equal to the amount of the Contract Price.

 

  1. Cravat Property and IPR

All Intellectual Property Rights vested in CRAVAT prior to the date of this Agreement and/or in Cravat Property, as well as all Intellectual Property Rights to products, concepts and digital content delivered by CRAVAT, shall remain exclusively vested in CRAVAT.

CRAVAT hereby grants the Client a non-exclusive, royalty-free, revocable licence to use the Intellectual Property Rights contained in any Cravat Property for the sole purpose of the receipt of the Services. The Client may not reproduce, publish or exploit any Cravat Property, other products and digital content delivered by CRAVAT and/or other Intellectual Property Rights of CRAVAT, unless explicitly agreed otherwise in writing.

The Client shall indemnify and keep indemnified CRAVAT against any costs, claims, damages and/or penalties resulting from (i) any use by the Client of Intellectual Property Rights or Cravat Property in breach of the provisions of this Agreement, (ii) any claim that the use by the Client of any Intellectual Property Rights or Cravat Property infringes the Intellectual Property Rights of any third party.

 

  1. Confidentiality

Each Party undertakes to keep confidential any Confidential Information relating to the other Party which it obtains under or in connection with this Agreement and not to use such information or disclose it to any other person, other than as permitted under this Article 8. This restriction shall continue to apply for a period of five years after the Event.

However, each Party may disclose any Confidential Information which relates to the other Party to any of its directors, employees, freelancers, advisers, subcontractors and agents, provided that such information is disclosed solely for the purposes of this Agreement and provided that the disclosing Party ensures that such recipient executes a confidentiality undertaking in favour of the other Party on terms which are no less restrictive than those set out in this Article 8.

This confidentiality obligation shall not apply to the disclosure of Confidential Information (i) with the consent of the person to whom the information relates, (ii) required by applicable law or any competent regulatory authority, (iii) which is in the public domain other than through breach of this Article 8, and/or (iv) that was already known by the other Party before the execution of this Agreement other than through a breach of any obligation of confidentiality known to that Party.

 

  1. Data Protection

The Parties agree that CRAVAT shall process any data that it may be required to process under this Agreement on behalf of the Client as a data processor.

CRAVAT and the Client warrant that they will duly observe all its obligations under the Privacy Legislation which arise in connection with this Agreement. In particular, CRAVAT shall: (a) only carry out processing on the Client’s instructions; (b) implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access; and (c) take reasonable steps to ensure the reliability of staff who have access to personal data.

For the purposes of this Article 9, data subject, personal data, data processor and processing shall have the meanings ascribed to them in the Privacy Legislation.

 

  1. Force Majeure

If a Force Majeure Event occurs which prevents a Party to this Agreement (the “Affected Party“) from performing any of its obligations to the other (the “Other Party“), or causes a delay in performance, the Affected Party shall not be liable to the Other Party and shall be released from its obligations to the extent that its ability to perform such obligations has been affected by the Force Majeure Event, provided that:

  1. the Affected Party notifies the Other Party in writing as soon as reasonably practical of the occurrence of the Force Majeure Event and the nature and likely duration of its impact upon the Other Party;
  2. the Affected Party takes all reasonable steps to mitigate the impact of the Force Majeure Event on the Other Party and in particular continues to perform those obligations affected by the Force Majeure Event but whose performance has not been rendered impossible; and
  3. the Affected Party resumes normal performance of all affected obligations as soon as the impact of the Force Majeure Event ceases, and notifies the Other Party in writing of such resumption.

If a Party is prevented, hindered or delayed in or from performing its contractual obligations due to a Force Majeure Event, the Affected Party shall not be in breach of the Agreement or otherwise be liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a period of more than thirty (30) days, the Other Party is entitled to terminate this Agreement by giving fourteen (14) days’ written notice to the Affected Party.

 

  1. Miscellaneous

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes) shall be governed by and construed in accordance with Belgian law and the courts of Antwerp shall have exclusive jurisdiction to determine any dispute that may arise out of, under, or in connection with this Agreement.

Without prejudice to CRAVAT’s possibility to use subcontractors, both Parties are prohibited from transferring rights and/or obligations arising from their contractual relationship to a third party without the express written consent of the other Party.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.