Conditions for organizers

Article 1 General

1.1 These terms and conditions apply to every offer, quotation and agreement between SimpleTicket, hereinafter referred to as: "SimpleTicket", and an Other Party on which SimpleTicket has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.

1.2 The present terms and conditions also apply to agreements with SimpleTicket for the performance of which third parties must be engaged by SimpleTicket.

1.3 These general terms and conditions have also been written for the employees of SimpleTicket and its management.

1.4 The applicability of any purchasing or other terms and conditions of the Other Party is expressly rejected.

1.5 If one or more provisions of these general terms and conditions are at any time wholly or partially void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. SimpleTicket and the Other Party shall then enter into consultation in order to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.

1.6 If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place 'in the spirit' of these provisions.

1.7 If a situation arises between the parties that is not regulated in these general terms and conditions, that situation must be assessed in the spirit of these general terms and conditions.

1.8 If SimpleTicket does not always require strict compliance with these terms and conditions, this does not mean that their provisions are not applicable, or that SimpleTicket would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

1.9 The General Terms and Conditions for Consumers in which the Organisation is named apply when use is made of the Online services of SimpleTicket.

Article 2 Quotations and offers

2.1 All quotations and offers of SimpleTicket are without obligation, unless a period for acceptance has been set in the quotation. If no acceptance period has been set, no right whatsoever can be derived from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.

2.2 SimpleTicket cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

2.3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.

2.4 If the acceptance (whether or not on subordinate points) deviates from the offer included in the quotation or the offer, SimpleTicket is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless SimpleTicket indicates otherwise.

2.5 A composite price quotation does not oblige SimpleTicket to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Duration of the contract; implementation periods, transfer of risk, implementation and amendment of the agreement; price increase

3.1 The agreement between SimpleTicket and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

3.2 If a period has been agreed or specified for the performance of certain work or for the delivery of certain goods, this is never a strict deadline. If a period is exceeded, the Other Party must therefore give SimpleTicket written notice of default. SimpleTicket must thereby be offered a reasonable period to still perform the agreement.

3.3 SimpleTicket will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art known at that time.

3.4 SimpleTicket has the right to have certain work performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

3.5 Delivery takes place ex works of SimpleTicket. The Other Party is obliged to take delivery of the goods at the moment they are made available to it. If the Other Party refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, SimpleTicket is entitled to store the goods at the expense and risk of the Other Party. The risk of loss, damage or depreciation passes to the Other Party at the moment the goods are available to the Other Party.

3.6 SimpleTicket is entitled to perform the agreement in different phases and to invoice the part thus performed separately.

3.7 If the agreement is performed in phases, SimpleTicket can suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.

3.8 The Other Party shall ensure that all data, which SimpleTicket indicates are necessary or of which the Other Party should reasonably understand that they are necessary for the performance of the agreement, are provided to SimpleTicket in a timely manner. If the data required for the performance of the agreement have not been provided to SimpleTicket in time, SimpleTicket has the right to suspend the performance of the agreement and / or to charge the Other Party for the extra costs resulting from the delay at the then usual rates. The implementation period does not commence earlier than after the Other Party has made the data available to SimpleTicket. SimpleTicket is not liable for damage, of whatever nature, because SimpleTicket relied on incorrect and / or incomplete data provided by the Other Party.

3.9 If, during the performance of the agreement, it appears that it is necessary for its proper performance to amend or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. SimpleTicket will provide a price quotation in advance as much as possible. An amendment to the agreement may furthermore change the originally specified implementation period. The Other Party accepts the possibility of amendment of the agreement, including the change in price and period of implementation.

3.10 If the agreement is amended, including a supplement, SimpleTicket is entitled to implement it only after approval has been given by the authorised person within SimpleTicket and the Other Party has agreed to the price and other conditions specified for the implementation, including the time to be determined at that time at which it will be implemented. Not implementing the amended agreement, or not implementing it immediately, does not constitute a breach of contract by SimpleTicket and is no ground for the Other Party to terminate or cancel the agreement.

3.11 Without thereby being in default, SimpleTicket may refuse a request to amend the agreement, if this could have consequences in qualitative and / or quantitative terms, for example for the work to be performed or goods to be delivered in that context.

3.12 If the Other Party should fail to properly fulfil what it is obliged to fulfil towards SimpleTicket, the Other Party is liable for all damage on the part of SimpleTicket arising directly or indirectly as a result.

3.13 If SimpleTicket agrees a fixed fee or fixed price with the Other Party, SimpleTicket is nevertheless entitled at all times to increase this fee or this price without the Other Party being entitled in that case to dissolve the agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or finds its cause in an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable at the time the agreement was entered into.

3.14 If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Other Party entitled to invoke title 5 section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by a written declaration, unless SimpleTicket is still prepared to perform the agreement on the basis of what was originally agreed; if the price increase results from a power or an obligation resting on SimpleTicket under the law; if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement, or, in the case of delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and interim termination of the agreement

4.1 SimpleTicket is authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if the Other Party does not, does not fully or does not timely fulfil the obligations under the agreement, if after the conclusion of the agreement circumstances that have come to the knowledge of SimpleTicket give good reason to fear that the Other Party will not fulfil the obligations, if the Other Party was asked when concluding the agreement to provide security for the fulfilment of its obligations under the agreement and this security is not forthcoming or is insufficient, or if, due to the delay on the part of the Other Party, SimpleTicket can no longer be required to fulfil the agreement under the originally agreed conditions.

4.2 Furthermore, SimpleTicket is authorised to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if circumstances otherwise arise which are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of SimpleTicket.

4.3 If the agreement is dissolved, the claims of SimpleTicket on the Other Party are immediately due and payable. If SimpleTicket suspends the fulfilment of the obligations, it retains its claims under the law and the agreement.

4.4 If SimpleTicket proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs arising in any way as a result.

4.5 If the dissolution is attributable to the Other Party, SimpleTicket is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.

4.6 If the Other Party does not fulfil its obligations arising from the agreement and this non-fulfilment justifies dissolution, SimpleTicket is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Other Party, on account of breach of contract, is obliged to pay compensation or indemnification.

4.7 If the agreement is terminated prematurely by SimpleTicket, SimpleTicket will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Other Party. If the transfer of the work entails extra costs for SimpleTicket, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the period specified for that purpose, unless SimpleTicket indicates otherwise.

4.8 In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - on the Other Party, of debt restructuring or another circumstance as a result of which the Other Party can no longer freely dispose of its assets, SimpleTicket is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The claims of SimpleTicket on the Other Party are in that case immediately due and payable.

4.9 If the Other Party cancels a placed order in whole or in part, the work that was performed and the goods ordered or prepared for it, increased by any supply, removal and delivery costs thereof and the working time reserved for the performance of the agreement, will be charged to the Other Party in full.

Article 5 Force majeure

5.1 SimpleTicket is not obliged to fulfil any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that is not due to fault, and for which it is not accountable by law, a legal act or generally accepted practice.

5.2 Force majeure is understood in these general terms and conditions to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which SimpleTicket cannot exercise influence, but as a result of which SimpleTicket is unable to fulfil its obligations. Strikes in the company of SimpleTicket or of third parties included. SimpleTicket also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after SimpleTicket should have fulfilled its obligation.

5.3 SimpleTicket can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without obligation to compensate damage to the other party.

5.4 Insofar as SimpleTicket has meanwhile partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, SimpleTicket is entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

6.1 Payment must always be made within 8 days after the invoice date, in a manner to be indicated by SimpleTicket in the currency in which the invoice was issued, unless otherwise indicated in writing by SimpleTicket. SimpleTicket is entitled to invoice periodically.

6.2 If the Other Party fails to make timely payment of an invoice, the Other Party is in default by operation of law. The Other Party will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate is owed. The interest on the due and payable amount will be calculated from the moment the Other Party is in default until the moment of payment of the full amount owed.

6.3 SimpleTicket has the right to have the payments made by the Other Party go first towards the costs, then towards the accrued interest and finally towards the principal sum and the current interest. SimpleTicket can, without thereby being in default, refuse an offer of payment if the Other Party indicates a different order for the allocation of the payment. SimpleTicket can refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.

6.4 The Other Party is never entitled to set off what it owes to SimpleTicket. Objections to the amount of an invoice do not suspend the payment obligation. The Other Party that is not entitled to invoke section 6.5.3 (articles 231 to 247 inclusive of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

6.5 If the Other Party is in breach or in default in the (timely) fulfilment of its obligations, all reasonable costs for obtaining satisfaction out of court shall be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if SimpleTicket has incurred higher collection costs that were reasonably necessary, the costs actually incurred qualify for compensation. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs owed.

Article 7 Retention of title

7.1 The goods delivered by SimpleTicket within the framework of the agreement remain the property of SimpleTicket until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with SimpleTicket.

7.2 The goods delivered by SimpleTicket, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge the goods falling under the retention of title or to encumber them in any other way.

7.3 The Other Party must always do everything that can reasonably be expected of it to secure the property rights of SimpleTicket. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to inform SimpleTicket thereof immediately. Furthermore, the Other Party undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to give SimpleTicket the policy of this insurance for inspection on first request. In the event of any payment under the insurance, SimpleTicket is entitled to these monies. Insofar as necessary, the Other Party undertakes in advance towards SimpleTicket to cooperate with everything that may (prove to) be necessary or desirable in that context.

7.4 In the event SimpleTicket wishes to exercise its property rights indicated in this article, the Other Party gives in advance unconditional and irrevocable permission to SimpleTicket and third parties to be designated by SimpleTicket to enter all those places where the properties of SimpleTicket are located and to take them back.

Article 8 Guarantees, inspection and complaints, limitation period

8.1 The goods to be delivered by SimpleTicket comply with the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended in normal use in the Netherlands. The guarantee referred to in this article applies to goods intended for use within the Netherlands. In the case of use outside the Netherlands, the Other Party must verify itself whether the use thereof is suitable for use there and complies with the conditions set for it. SimpleTicket can in that case set other guarantee and other conditions with regard to the goods to be delivered or work to be performed.

8.2 The guarantee referred to in paragraph 1 of this article applies for a period of 1 year after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by SimpleTicket concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item for it, unless otherwise stated.

8.3 Every form of guarantee lapses if a defect has arisen as a result of or arises from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and / or by third parties when, without written permission from SimpleTicket, the Other Party or third parties have made changes to the item or have attempted to make them, other items have been attached to it that should not be attached to it or if they have been processed or treated in a manner other than the prescribed manner. The Other Party is also not entitled to a guarantee if the defect has arisen through or is the result of circumstances over which SimpleTicket cannot exercise influence, including weather conditions (such as, for example but not exclusively, extreme rainfall or temperatures) et cetera.

8.4 The Other Party is obliged to (have) examine the delivered goods, immediately at the moment the goods are made available to it or the relevant work has been performed, respectively. In this regard, the Other Party should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed on in that regard. Any visible defects must be reported to SimpleTicket in writing within seven days after delivery. Any non-visible defects must be reported to SimpleTicket in writing immediately, but in any case no later than within fourteen days, after their discovery. The report must contain a description of the defect that is as detailed as possible, so that SimpleTicket is able to respond adequately. The Other Party must give SimpleTicket the opportunity to (have) investigate a complaint.

8.5 If the Other Party complains in time, this does not suspend its payment obligation. The Other Party in that case also remains obliged to take delivery of and pay for the other goods ordered and for what it has commissioned SimpleTicket to do.

8.6 If a defect is reported later, the Other Party is no longer entitled to repair, replacement or indemnification.

8.7 If it is established that an item is defective and a complaint has been made in that regard in time, SimpleTicket will, at its option, replace the defective item within a reasonable period after receipt of its return or, if return is reasonably not possible, written notification of the defect by the Other Party, or arrange for its repair or pay the Other Party a replacement compensation for it. In the event of replacement, the Other Party is obliged to return the replaced item to SimpleTicket and to provide SimpleTicket with the ownership thereof, unless SimpleTicket indicates otherwise.

8.8 If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs, incurred on the part of SimpleTicket as a result, will be borne in full by the Other Party.

8.9 After the expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.

8.10 In deviation from the statutory limitation periods, the limitation period of all claims and defences against SimpleTicket and third parties engaged by SimpleTicket in the performance of an agreement is one year.

Article 9 Liability

9.1 If SimpleTicket should be liable, this liability is limited to what is regulated in this provision.

9.2 SimpleTicket is not liable for damage, of whatever nature, caused by SimpleTicket having relied on incorrect and / or incomplete data provided by or on behalf of the Other Party.

9.3 If SimpleTicket should be liable for any damage, the liability of SimpleTicket is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

9.4 The liability of SimpleTicket is in any case always limited to the amount of the payment of its insurer in the relevant case.

9.5 SimpleTicket is only liable for direct damage.

9.6 Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of SimpleTicket comply with the agreement, insofar as these can be attributed to SimpleTicket, and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. SimpleTicket is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation.

9.7 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of SimpleTicket or its managerial subordinates.

Article 10 Indemnification

10.1 The Other Party indemnifies SimpleTicket against any claims of third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to others than to SimpleTicket. If SimpleTicket should be addressed by third parties on that account, the Other Party is obliged to assist SimpleTicket both out of court and in court and to do everything that may be expected of it in that case without delay. Should the Other Party fail to take adequate measures, SimpleTicket is entitled, without notice of default, to proceed to do so itself. All costs and damage on the part of SimpleTicket and third parties arising as a result are entirely for the account and risk of the Other Party.

Article 11 Intellectual property

11.1 SimpleTicket reserves the rights and powers that accrue to it under the Copyright Act and other intellectual laws and regulations. SimpleTicket has the right to use the knowledge gained by the performance of an agreement on its part for other purposes as well, insofar as no strictly confidential information of the Other Party is brought to the knowledge of third parties.

Article 12 Applicable law and disputes

12.1 All legal relationships to which SimpleTicket is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.

12.2 The court in the place of establishment of SimpleTicket is exclusively authorised to take cognisance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, SimpleTicket has the right to submit the dispute to the court that is competent according to the law.

12.3 The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 13 Location and amendment of terms and conditions

13.1 These terms and conditions are available for inspection on the website of SimpleTicket.

13.2 The most recently published version or the version that applied at the time the legal relationship with SimpleTicket was established always applies.

13.3 The Dutch text of the general terms and conditions is always decisive for their interpretation.

SimpleTicket
Winkelhaak 77
2495AX Den Haag

www.simpleticket.eu
info@simpleticket.eu