1. APPLICATION
These general terms and conditions of sale (hereinafter the “GTCS”) apply to all products delivered and services provided by VERHULST AND FRIENDS, hereinafter referred to as “the Agency”, and to all quotations, orders, agreements and invoices, unless the Agency agrees otherwise in writing and without prejudice to any specific conditions agreed in a separate agreement. They take precedence over all of the client’s general terms and conditions of purchase. Confirmation of an order constitutes acceptance of the general terms and conditions of sale.
The services provided by the Agency that are subject to these general terms and conditions include, in particular,
the following:
The fact that the Agency does not, at any given time, invoke any clause established in its favour in these general terms and conditions shall not be interpreted as a waiver on its part. The client may not assign the rights and obligations arising from this agreement without the prior written consent of the Agency.
2. ORDERS – OFFERS – CANCELLATIONS
The contract is only formed once the Agency has accepted the client’s order.
The Agency is bound only by the provisions of the orders it has accepted, by the agreements it has signed and by these GTCS. Any other provision is excluded, in particular any communication or written or verbal element discussed outside the order. Offers and quotations made by the Agency may be withdrawn until they have been accepted by the client. Their duration and validity is a maximum of 30 days, unless otherwise stipulated. Offers and quotations are drawn up on the basis of the information provided by the client and may be amended if this information proves to be inaccurate. Any order for additional services, quantities or qualities not provided for in the initially agreed budgets will be accounted for separately and will be payable separately.
The total or partial cancellation or modification of an order by the client after the conclusion of the agreement is only possible with the express written authorisation of the Agency. If the client cancels the order in whole or in part, in addition to paying for any services already performed, the client undertakes to compensate the Agency for all expenses and all work already committed, including costs incurred by suppliers, as well as for the loss of profit on the part not performed. This profit is set at a flat rate of 30 % of the agreed price (excluding VAT). If a deposit has already been paid in accordance with article 5, it shall be retained by the Agency and deducted from the compensation due.
3. REPRESENTATION
The Agency is validly represented by a director. The client is validly represented
by the signatory of the purchase order.
4. ORGANISATION – SAFETY
The client acknowledges that a sporting or cultural event attracting a large crowd is not without significant risks to the safety of people and property. The client agrees to bear this risk both for themselves and for their guests, and will inform the latter of the extent of the risks involved in attending such an event. Those present will be deemed to be attending voluntarily. The client waives any claim against the Agency for any direct or indirect, intentional or unintentional damage that may occur during the ordered event and shall indemnify the Agency against any claims brought by their guests or by third parties for whom the client is responsible.
The client undertakes to ensure that they and their guests behave responsibly and with due care throughout the ordered event. In this respect, the client releases the Agency from all liability for any direct or indirect, intentional or unintentional damage of any kind caused by the client or their guests. The client shall indemnify the Agency against the consequences of the behaviour of the persons for whom they are responsible and of their guests. In the event of any disturbance(s), the client accepts that the security staff present may escort the person(s) responsible for the disturbance(s) out of the ordered event.
Depending on the ordered event, and in particular due to the safety rules in force, the client acknowledges that they must provide the identities of their guests no later than the deadline communicated by the Agency. In the event of a change of guests after this date, insofar as a change is still possible, the client agrees to pay any additional costs generated by this change, as well as any penalties in force for this event.
By signing this contract, the client undertakes to ensure compliance with the legislation, in particular the law of 21 December 1998 on safety at football matches as amended since, the spectator regulation(s) in force, in particular those of the police or issued by national or international football federations, and in particular with regard to photography, indiscipline, dress code, the carrying of prohibited items, etc. In addition, the client shall ensure that their guests refrain from wearing the colours of the opposing team. The client may be held liable for any damage or loss resulting from non-compliance with the law, with said regulation(s) or with the provisions set out in these general terms and conditions.
The Agency cannot guarantee the exact location of seats at event venues (stadiums, concert halls, etc.) as stated on invitations or admission tickets. Under no circumstances can stolen or lost tickets be replaced or refunded.
5. PAYMENT
Prices invoiced by the Agency are exclusive of VAT and in euros. They are payable in cash. Courier delivery costs for documents are payable by the client.
The Agency reserves the right to pass on to the client any supplements resulting from price increases after the order, such as, by way of example, the cost of necessary security measures or new conditions imposed or made necessary and, in the case of travel, new airport taxes, carriers’ fuel surcharges, etc.
The Client shall be responsible for the payment of all expenses not related to the contract and/or costs and/or damage of any kind whatsoever (related to theft, replacement and/or damage to equipment…) affecting property of any kind (personal belongings, equipment…), wherever the property is stored (lounges, car parks…), incurred by the Client or by their guests and/or event participants.
The Client declares that they hold valid civil liability insurance. Unless expressly agreed otherwise, a deposit of 30 % of the amount agreed at signature shall be paid upon acceptance of the order, and a deposit of 60 % shall be paid before the start of the event, within 14 days of the invoice being sent by the Agency. The balance of 10 % will be invoiced after the event and shall be payable within 30 days of the invoice date.
However, in the case of the sale of VIP packages, unless expressly agreed otherwise, a deposit of 50 % of the amount agreed at signature shall be paid upon acceptance of the order and the balance must be paid before the event takes place, within 14 days of the invoice being sent by the Agency.
In the event of non-payment by the due dates set out above, the Agency may suspend the performance of its obligations without this constituting a termination of the contract. In this case, the Agency may refuse the client access to the event and demand payment of the full order.
6. LATE PAYMENT
In the event of non-payment by the due date, the amount of each invoice issued by the Agency shall, automatically and without prior formal notice, be increased by a fixed and irreducible contractual indemnity of 15 % of the outstanding balance, with an absolute minimum of 125 €, and by contractual late-payment interest at a rate of 1 % per month or part thereof.
7. JOINT AND SEVERAL LIABILITY
Where there are several clients, they shall be jointly and severally liable for their various obligations and are deemed to have waived the benefit of division and discussion.
8. COMPLAINTS
No complaint will be accepted unless it is sent to the Agency by registered letter within 8 days of the provision of the services or delivery of the products.
9. INTELLECTUAL PROPERTY – PROHIBITION ON RESALE AND COPYRIGHT
The client shall not (i) directly or indirectly market, (ii) resell, or (iii) offer as prizes in competitions or raffles, the products or services covered by the orders. The client also shall not promote their commercial activities by displaying images, photos, logos, texts or drawings relating to the ordered event for which they do not hold the copyright.
The Agency retains ownership of all intellectual property rights, both literary and artistic and industrial, in any work, creation or intellectual production of any kind whatsoever produced by the Agency, whatever its nature, form of expression or medium, directly or indirectly as a result of the performance of the order for the client.
10. OBLIGATIONS
The Agency incurs strictly no liability other than that of an “agent”. Unless otherwise stipulated, the obligations undertaken by the Agency are obligations of means and not of result.
The Agency reserves the right to have all or part of its obligations performed by a third party.
The Agency nevertheless disclaims all liability for the choice of such a third party whenever it is materially impossible for it to verify for itself the technical value and/or solvency of that third party, for example: the choice of a coach provided in a foreign city. All information contained in the Agency’s programme has been gathered in good faith and presented in all honesty. Faults and errors in brochures are in no way binding on the Agency.
The Agency is not liable for changes and/or cancellations that may be made to the programme due to force majeure or other circumstances beyond its control. The Agency does everything in its power to ensure that the Client’s service – event – occasion runs as smoothly as possible. However, it cannot be held liable for force majeure, the actions of third parties or unforeseeable circumstances. As a result of changes and/or cancellations to the programme, it cannot be required to provide additional services or to pay additional costs such as transfers, restaurants, accommodation, etc…, which shall be borne by the client. Force majeure generally includes all circumstances preventing, restricting or delaying the performance of the agreement, or those resulting in a disproportionate increase in the Agency’s obligations. Such events release the Agency from all liability and allow it, as the case may be, to limit its obligations, terminate the agreement or postpone its performance, without giving rise to any compensation whatsoever. The party invoking force majeure must notify the other party and take all reasonable measures to overcome the temporary situation of force majeure. In the event of force majeure affecting the Agency, the latter may take all reasonable steps to ensure, at the lowest cost, the postponement of the event or the dissolution of the agreement.
The Client undertakes not to conceal from the Agency or its service providers any elements relating to the smooth running of the organisation of the event (i.e. any element likely to delay, hinder and/or disrupt the event). The Client shall facilitate access to the data the Agency needs to organise the event.
The client’s documents, goods, projects, etc. in the possession of the Agency are held at the client’s risk. The client expressly releases the Agency from all liability, and more particularly in the event of damage or total or partial loss, for any reason whatsoever. The Agency undertakes to take all reasonable measures to prevent any damage to the client during the delivery and/or safekeeping of the documents, goods, projects, etc.
11. NON-INTERFERENCE AND NON-SOLICITATION
The Client undertakes not to deal directly, before, during or after the event, with the Agency’s subcontractors, suppliers, collaborators and staff without its prior written consent.
Throughout the contractual relationship and for a period of one year after its termination, the Client shall not engage the Agency’s employees or
independent service providers.
121. TRAVEL
The legal provisions on travel contracts do not apply to the contractual relationship between the Agency and the client. For the performance of travel, the Agency uses, on behalf of the client, various service providers such as carriers, restaurateurs, etc.
The Agency cannot be confused with these service providers, who shall in any event retain, with regard to every traveller, the liability inherent in their activities under the statutes governing them, in accordance with their legislation or international conventions establishing a limitation of liability. In any event, the Agency’s liability shall not extend beyond the sums provided for by the law governing travel organisation contracts and
travel intermediary contracts that could be claimed from the travel agency with which the Agency deals. Under no circumstances can the Agency be held liable for injury and/or damage caused to the client or to the persons in their care, insofar as such injury or damage is not caused by a failure on the part of the Agency.
The Agency accepts no liability in the event of theft, loss or damage to the luggage and personal belongings of the client or of the persons in its care. They may take out an insurance policy covering the value of these items. Excess baggage charges, where the weight exceeds that authorised by the carrier’s regulations, are payable by the client.
13. PERSONAL DATA
All personal data provided by the client is intended for the Agency’s internal use.
The Agency undertakes to use only the data that is essential for providing an optimal quality of service. Where necessary to achieve the intended objectives, personal data will be shared with companies other than the Agency that have a direct or indirect link with the Agency or with any other partner of the Agency. The Agency guarantees that these third parties will take the necessary technical and organisational measures to ensure the protection of personal data.
The Client has the right to access and update their personal data, as well as the right to request its deletion.
The Client may access, rectify or erase their personal information by contacting us:
Rue de la Presse, 35
1000 Brussels.
Telephone: +32 (0)2 274 48 00
E-mail: contact(at)apd-gba.be.
142. JURISDICTION AND APPLICABLE LAW
In the event of a dispute, it is expressly agreed that only the French-speaking courts of Brussels shall have jurisdiction.
Belgian law alone shall apply.
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