General conditions regarding the use of conference and meetings rooms in the Trippenhuis complex

Clause 1 – Definitions

Academy: the Royal Netherlands Academy of Arts and Sciences (Koninklijke Nederlandse Akademie van Wetenschappen (KNAW)), the user of the General Conditions;

Agreement: the agreement between the Academy and the Other Party, on which grounds the Academy will provide or have others provide certain Services to the Other Party;

Congresbureau: the Academy’s events department, the department that, for instance, organises and/or facilitates Events;

Events: conferences, symposia, lectures, meetings, courses, dinners and other gatherings in the field of science and art;

General Conditions: these general conditions, used by the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex;

House Rules: the house rules of the Academy, that apply to all visitors to the Trippenhuis Complex, which can be read on, for instance, the website of the Academy;

Other Party: any person who, or legal entity that, enters or will enter into an Agreement with the Academy with regard to the procurement of Services, or has a legal relationship with the Academy in any other way;

Party: the Academy or the Other Party, with the Academy and the Other Party or Parties being collectively referred to (also) as “Parties”;

Services: every form of services provided by the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex for Events, including venue rental, facilities, assistance and catering;

Trippenhuis Complex: all spaces, in and around the buildings of the Academy, which fall under the legal and/or management capacity of the Academy, located in Amsterdam at Kloveniersburgwal 23 to 31;

Clause 2 – Applicability

1. The General Conditions apply to, and form an integral part of, all Agreements, proposals and options from the Academy to the Other Party regarding the provision of Services, and any other agreements or legal relationships between the Academy and the Other Party resulting from or in connection with an Agreement, pertaining to the use of conference and meeting rooms in the Trippenhuis Complex.
    
2. In the event of inconsistency between the General Conditions and an Agreement, the terms of the Agreement shall – only in respect to that Agreement – prevail.
    
3. General terms and conditions used or applied by the Other Party shall explicitly not apply to Agreements, proposals and options from the Academy to the Other Party regarding the provision of Services, and any other agreements or legal relationships between the Academy and the Other Party resulting from or in connection with an Agreement, pertaining to the use of conference and meeting rooms in the Trippenhuis Complex.
    
4. The General Conditions have been drawn up in the Dutch language, and have been translated into the English language. In case of discrepancies/inconsistencies between the Dutch text and the English text or the interpretation thereof, the Dutch language version shall prevail.
    
5. The Academy may amend the General Conditions from time to time and without prior notice. The amended General Conditions then govern all subsequent legal relationships between the Academy and the Other Party.

Clause 3 – Options, Proposals and Agreements

1. The Other Party can submit a request to use one or several conference and meeting rooms in the Trippenhuis Complex by contacting the Congresbureau via congresbureau@knaw.nl, on +31 (0)20 551 0767.
    
2. After a request has been submitted, the Congresbureau shall assess whether the intended Event fits within the policy and objectives of the Academy. To this end, the Academy may ask the Other Party for further clarification on, or the draft programme of, the intended Event. Commercial events (including: scientific conferences that are supported by the industry through sponsor stands, lunches or otherwise) are not allowed.
    
3. The Academy can subsequently give the Other Party an option for certain Services. The Academy will prepare a proposal for this purpose. Proposals submitted by the Academy are without obligation, are only applicable to the relevant Other Party, and are valid until the moment of withdrawal, but no later than thirty (30) days after the date of the proposal, unless otherwise agreed in writing.
    
4. All amounts stated in the Academy's proposals are exclusive of VAT and other levies or taxes imposed by the government, unless otherwise agreed in writing.
    
5. Images, descriptions and other information in, or for the benefit of, proposals submitted by the Academy, serve only as an indication of the Services and are not binding as regards details.
    
6. An Agreement is concluded when:

• (i) a proposal from the Academy is signed by the Other Party;
• (ii) a document detailing arrangements, terms and conditions with regard to an Event, has been approved in writing by both the Academy and the Other Party; or – if earlier –
• (iii) the Academy has commenced providing Services at the request of the Other Party, in which case the Other Party will be deemed to have fully and unconditionally agreed to the relevant proposal from the Academy and to the applicability of the General Conditions.

Clause 4 – Services

1. The Services procured by the Other Party, are defined in the Agreement.
    
2. Unless otherwise agreed in writing, the standard Services provided are:

• (i) guidance in preliminary stage of the Event (location visit, room advice, proposal process);
• (ii) basic guidance with regard to the execution of the Event (one (1) floor manager, one (1) company emergency response officer (BHV) (can also be the floor manager) and one (1) reception employee for the purpose of regular door policy);
• (iii) venue rental of the conference or meeting room or rooms referred to in the Agreement, including the furniture present in a standard arrangement;
• (iv) provision of visitors badges if the Event takes place in one or several rooms in the historical part of the Trippenhuis Complex;
• (v) audiovisual equipment if present in the room or rooms where the Event will take place; and
• (vi) standard cleaning.
   

3. The Services that can (in any case) be provided at an additional cost are:

• (i) recruitment and accompaniment of speakers and chairmen (dagvoorzitters);
• (ii) setup, layout, decoration and signage of the Trippenhuis Complex;
• (iii) one or several additional floor managers;
• (iv) registration of visitors/participants;
• (v) provision of personalised badges;
• (vi) audiovisual equipment if not already present in the room or rooms where the Event will take place;
• (vii) technical facilities;
• (viii) catering;
• (ix) payments;
• (x) additional security; and
• (xi) extra cleaning.
   

4. For Services that the Academy cannot provide itself, it uses regular suppliers. The Other Party is required to use those regular suppliers for those Services, unless otherwise agreed in writing.

5. The technical facilities will be operated by the Academy. Use of own equipment is only allowed with the prior written permission from the Congresbureau.

6. Unless otherwise agreed in writing, the Other Party must notify the Congresbureau no later than five (5) business days prior to the Event of:

• (i) the definitive number of visitors/participants;
• (ii) information on the visitors/participants that is reasonably important for the provision of Services (including: 'special needs' of visitors/participants and security risks);
• (iii) dietary requirements of visitors/participants for catering purposes;
• (iv) final wishes with regard to the preparation time that the Other Party needs, if outside the regular opening hours ex Clause 5.1; and
• (v) definitive choices regarding technical facilities.
   

7. The Other Party is required (also subsequently) to provide the Congresbureau with all additional information that is reasonably important for the provision of the Services in a timely manner.

Clause 5 – Events

1. Events can be held in one or more conference and meeting rooms in the Trippenhuis Complex. The regular opening hours of the Trippenhuis Complex are from Monday to Friday from 8 a.m. to 6 p.m. Requests for Events outside these regular opening hours will be assessed by the Congresbureau.
    
2. Exclusivity can only be offered by the Academy for Events that take place on weekends and public holidays, and if all conference and meeting rooms are rented by one and the same Other Party.
    
3. The Other Party is required to execute the Event in accordance with what has been laid down to this end in the Agreement with regard to (a) the purpose, (b) the date/dates and times; and (c) the room(s) used.
    
4. The Other Party is required to abide by the House Rules.
    
5. Unless otherwise agreed in writing, the Other Party must ensure that:

• (i) all visitors/participants of Events are registered 'onsite';
• (ii) (the floor manager of) the Congresbureau is informed of the number of visitors/participants present, before the start of the Event;
• (iii) the maximum number of visitors/participants per room as stated in the Agreement is not exceeded;
• (iv) where required, all visitors/participants of Events wear a (visitors) badge;
• (v) all visitors/participants of Events are made aware of, and abide by, the House Rules;
• (vi) the Event and its visitors/participants do not cause any inconvenience to other users of the Trippenhuis Complex and/or local residents; and
• (vii) the room/rooms used, is/are left in the same condition as in which it/they was/were made available to the Other Party (i.e. in any case: undamaged and cleared of the Other Party's possessions and/or visitors/participants of the Event).
   

6. The Other Party is not permitted to display or hand out any form of publicity, advertising and/or folder material with regard to the Event or with regard to the Other Party in the Trippenhuis Complex without the prior written consent of the Academy.

7. The Other Party is not permitted to make or have others make video or sound recordings in the Trippenhuis Complex for its own use without prior written permission from the Academy.

8. The Other Party is responsible for the material shown during Events and (therefore) for the necessary permission and/or transfer of image- and copyrights, and other intellectual property rights.

9. The Other Party must tolerate urgent and necessary repairs in or to the Trippenhuis Complex made by or on behalf of the Academy. The Academy will take the Event into account as much as possible when carrying out such activities.

Clause 6 – Fees and Rates

1. The Academy is entitled to adjust the fees and rates it charges for Services from time to time.
    
2. The fees and rates included in a proposal from the Academy apply as long as the proposal is valid in accordance with Clause 3.3. The fees and rates included in an Agreement apply to that Agreement.
    
3. Services that are not (or to a lesser extent) included in the Agreement, but have (or to a greater extent) been procured by the Other Party, are considered additional work and will be charged to the Other Party on the basis of subsequent calculation.
    
4. Circumstances that lead to additional work when or after an Agreement is entered into are (in any case):

• (i) Events that take place outside regular opening hours in accordance with Clause 5.1;
• (ii) preparation of Events (set-up and breakdown, etc.) that takes place outside regular opening hours in accordance with Clause 5.1;
• (iii) additional costs as a result of an increase in the number of visitors/participants in accordance with Clause 6.5 under (ii); and
• (iv) extra cleaning costs if, in the opinion of the Academy, the Trippenhuis Complex is dirtier than normal.
   

5. For Services of which the fees and rates are (partly) dependent on the number of visitors/participants, in principle, the number stated in the Agreement is binding, subject to the following:

• (i) Up to five (5) working days prior to the Event, the Other Party may adjust the number of visitors/participants downwards, with a maximum of ten percent (10%), free of charge.
• (ii) Up to five (5) working days prior to the Event, the Other Party may adjust the number of visitors/participants upwards, up to the maximum number of visitors allowed in the relevant conference and meeting room(s).
   

6. The Academy is entitled to request an advance, security and/or deposit from the Other Party at any time. In such case, the Other Party is required to pay such advance to the Academy, or to provide such security and/or to pay such deposit.

7. If the total amount quoted for the Services of an Event is more than ten thousand euros (EUR 10,000), a deposit by the Other Party of ten percent (10%) of the total amount (incl. VAT) is required.

Clause 7 – Terms of Payment

1. Unless otherwise agreed in writing, the Academy is entitled to invoice digitally. The Other Party will inform the Academy of the e-mail address to which the digital invoice can be sent. A digitally sent invoice is deemed to have been received by the Other Party on the date it was sent.
    
2. Invoices from the Academy must be paid within thirty (30) days of the invoice date.
    
3. Any complaints regarding invoices from the Academy must be communicated with justification to the Academy in writing within the payment term in accordance with Clause 7.2. In absence of such written complaint or its timely receipt, the invoice shall be deemed accepted by the Other Party without reservation.
    
4. The Other Party's right to suspend payment of all or part of an invoice from the Academy, is limited to the amount disputed by the Other Party in good faith, in accordance with Clause 7.3. The Other Party waives the right to settle any debt owed to the Academy with any claim against the Academy.
    
5. If an invoice from the Academy is not paid within the payment term in accordance with Clause 7.2, and the invoice has not been disputed in accordance with Clauses 7.3 and 7.4, the Other Party will be immediately in default by operation of law. If part of an invoice is disputed in accordance with Clause 7.3, but the undisputed part is not paid within the payment term, the Other Party will be immediately in default by operation of law with regard to the undisputed part of the invoice.
    
6. If the Other Party is in default (of payment), the Other Party will owe statutory interest on the amount owed.
    
7. Both the judicial and the extrajudicial costs with regard to the collection of payments not received timely from the Other Party by the Academy are to be reimbursed by the Other Party. The compensation for extrajudicial collection costs is deemed to amount fifteen percent (15%) of the amount owed; without prejudice to the Academy's right to claim the collection costs actually incurred. The Academy’s specification of those costs shall serve as compelling evidence thereof, subject to proof of the contrary.

Clause 8 – Cancellation

 By the Other Party

1. If an Event is cancelled by the Other Party, the following costs will be charged:

• (i) six (6) months up to one (1) week prior to the date of the Event stated in the Agreement: the fixed location costs;
• (ii) one (1) week or less prior to the date of the Event stated in the Agreement: the total sum of the Agreement.
   

2. The date on which the written cancellation from the Other Party is received by the Congresbureau, shall be considered the date of cancellation.

3. In the event of partial cancellation, the cancellation costs in accordance with Clause 8.1 shall be calculated pro rata.

4. The Academy is entitled to deduct the cancellation costs owed from the amounts already paid by the Other Party.

5. Clause 7 applies mutatis mutandis to cancellation costs in accordance with Clauses 8.1 and 8.3.

6. Failure by the Other Party to obtain the permits/exemptions necessary for an Event does not constitute an event of force majeure.

By the Academy

7. The Academy is entitled to terminate an Agreement in whole or in part with immediate effect, without judicial intervention, by means of a written notification to the Other Party, or to suspend the execution thereof in the event that:

• (i) the Other Party has attributably failed to comply with one or several obligations under the Agreement and/or the House Rules, and – if such breach can be remedied – has failed to remedy that breach within a reasonable period of time after receipt of a written (e-mail is permitted) notice thereto (ingebrekestelling);
• (ii) the Other Party has applied for or has been granted a (provisional) suspension of payments, the Other Party has been declared bankrupt or its bankruptcy has been requested, the Other Party has applied for or has been granted a (provisional) application of the statutory debt remission, the Other Party has been placed under administration, the Other Party has lost the management of its assets, he/she has died, or the Other Party decides to liquidate and/or discontinue its business.
   

8. Upon (premature) termination in accordance with Clause 8.7, any outstanding and unpaid invoices of the Academy shall be or shall become immediately and fully due and payable by the Other Party, without an additional notice being required.

9. Costs that arise as a result of (premature) termination or suspension in accordance with Clause 8.7 (including costs charged to the Academy in this regard by any third party involved in the execution of the Agreement), shall be charged by the Academy to the Other Party.

10. The payment term for the amounts mentioned in Clauses 8.8 and 8.9 is five (5) days and Clauses 7.6 and 7.7 apply mutatis mutandis.

11. In the event of (premature) termination or suspension in accordance with ex Clause 8.7, the Academy will not be obligated to compensate the Other Party for any damages.

Force Majeure

12. In addition to the provisions of Section 6:75 of the Dutch Civil Code (BW), a failure of the Academy to comply with or perform any obligation under the Agreement (in whole or in part) cannot be attributed to the Academy if, and to the extent that, the performance of such obligation is prevented or delayed by a circumstance outside the reasonable will or control of the Academy affecting its ability to perform any of its obligations under the Agreement. In any case, those circumstances include:

• (i) governmental measures prohibiting the Event;
• (ii) breach of contract or force majeure on the part of suppliers or other third parties;
• (iii) last-minute cancellation by the chairman (dagvoorzitter) due to illness or personal circumstances if he or she is provided by the Academy;
• (iv) a reasonably impassable or unsafe Trippenhuis Complex;
• (v) power failures, technical failures and computer viruses;
• (vi) pandemics, epidemics and quarantines; and
• (vii) strikes and work stoppages.
   

13. If a situation as referred to in Clause 8.12 arises, as a result of which the Academy cannot fulfil its obligations towards the Other Party, those obligations will be suspended as long as the Academy cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted longer than thirty (30) days, both Parties have the right to terminate (ontbinden) the Agreement in whole or in part in writing. In that case, the Academy will not be obligated to compensate the Other Party for any damages, even if the Academy benefits from the event of force majeure.

Survival

14.The Clauses of the General Conditions the survival of which is necessary for the interpretation or enforcement of the Agreement, including but not limited to Clause 9.8 (Forfeiture), Clause 10 (Confidentiality and Privacy), Clause 11 (Governing Law and Dispute Resolution) and this Clause (Survival), shall survive expiration or termination of the Agreement, and shall continue in full force and effect.

Clause 9 – Allocation of Risk

1. The Academy endeavours to perform its obligations under the Agreement to the best of its ability and to provide the Services to the best of its ability. In doing so, the Academy may assume that the information and instructions provided by the Other Party are accurate.
    
2. The Academy is not liable for:

• (i) damages resulting from incorrect, incomplete or untimely information or instructions provided by the Other Party;
• (ii) damages resulting from theft, loss or damage to possessions in the Trippenhuis Complex;
• (iii) personal injury; and
• (iv) indirect or consequential damages, including but not limited to loss of profits, contracts or goodwill, economic loss and damages due to delay.
   

3. Should the Academy nevertheless be liable under or in connection with the Agreement, Services, or any other legal relationship entered into by the Other Party with the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex, such liability, irrespective of its legal ground, shall be limited to the amount (excluding VAT) that the Other Party owes the Academy for the Services for the relevant Event, with a maximum of ten thousand euros (EUR 10,000).

4. Any liability of the Academy for damages or loss resulting from an intentional act or omission (opzet) or wilful negligence (bewuste roekeloosheid) will not be excluded.

5. Except in the event of an intentional act or omission (opzet) or wilful negligence (bewuste roekeloosheid) on the part of the Academy, the Other Party will indemnify the Academy from and holds the Academy harmless against all claims and actions that a third party may at any time have or bring against the Academy and that arise from or are related to the Agreement, Services, or any other legal relationship entered into by the Other Party with the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex. This indemnity includes the cost of legal assistance.

6. The Other Party is liable towards the Academy for all damages suffered by the Academy as a result of a failure by the Other Party to perform any obligation under the law, the Agreement and the House Rules, or any other act or omission of the Other Party.

7. The Other Party indemnifies the Academy from and holds the Academy harmless against all claims and actions that a third party may at any time have or bring against the Academy and any damages as a result thereof, which are the result of a failure by the Other Party to comply with the Agreement and/or the House Rules, or any other act or omission on the part of the Other Party.

8. All rights of claim against the Academy related to the Agreement, Services or any other legal relationship entered into by the Other Party with the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex, will expire one (1) year after the date on which the Other Party became aware or could reasonably have become aware of the existence of these rights of claim or of the damages and the possible liability of the Academy. In any case, these rights of claim will expire two (2) years after the relevant Event.

Clause 10 – Confidentiality and Privacy

1. Before, during and after the Agreement, Parties shall exercise the greatest possible care with regard to all confidential information of which they have obtained knowledge in the context of the Agreement.
    
2. The Academy abides by the applicable privacy laws and regulations. The Academy's privacy statement can be found on the Academy’s website.

Clause 11 – Governing Law and Dispute Resolution

1. Every contractual and non-contractual legal relationship between the Academy and the Other Party resulting from or related to the Agreement, Services, or any other legal relationship entered into by the Other Party with the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex, is governed by the laws of the Netherlands.
    
2. Every dispute resulting from or related to the Agreement, Services, or any other legal relationship entered into by the Other Party with the Academy with regard to the use of conference and meeting rooms in the Trippenhuis Complex, shall, in the first instance, be submitted exclusively to the court of Amsterdam, the Netherlands.