1. Concept definitions and applicability
1.1 In these General Terms and Conditions the following definitions apply:
a. Principal: the natural person, partnership, company or corporation entrusting the agency and the affiliated moderator(s) with a commission;
b. Agency: Jan-Jaap In der Maur and/or Hans Etman, natural persons, trading in partnership under the name Masters in Moderation, having the commission of the principal executed;
c. Moderator: the natural person accepting and carrying out the commission issued by the principal;
d. Commission: the agreement through which the agency and the moderator(s) – each from their own liability – commit themselves to the principal to execute activities entrusted to them by the principal under the conditions stated in these General Terms and Conditions in return for which the principal commits himself to the agency and/or the moderator(s) to reciprocate as agreed;
1.2 These General Terms and Conditions apply to all engagements and quotations resulting from a commission to which these Terms and Conditions have been declared applicable. They also apply to all engagements resulting from agreements subsequently concluded between parties, other acts or pre-contractual legal relationships. They are furthermore applicable to all agreements resulting from acts, performed in connection with such agreements, acts or pre-contractual legal relationships.
2. Price, payment, security
2.1 We require a 50% down payment of the full rate, to be paid no later than 30 days before the event.
2.2 All invoices will be paid by the principal according to the payment conditions mentioned on the invoice. In the absence of specific conditions the principal will pay within 14 days after date of invoice. Every payment serves to settle the oldest outstanding invoice.
2.3 If the principal fails to pay the amounts due within the corresponding period, the principal will be in default without a notice of default being required and will be liable to pay an interest equal to the legal interest plus 2%. If the principal remains in default he will be liable to pay all resulting extrajudicial costs, the amount of which is fixed at 15% of the total amount due.
2.4 If the principal fails to meet, or fails to meet properly and/or timely, any requirement resulting for him from any commission, the agency will be entitled to:
- suspend the execution of that commission and directly related commissions until payment is secured to satisfaction, and/or
- terminate the agreement and directly related commissions in whole or in part.
- in the case of a cancellation by the principal within 14 days prior to the event 100% will be invoiced;
- if an event is cancelled between 14 and 30 days prior to the event Masters in Moderation reserves the right to invoice 50%;
- in the case of a cancellation between 30 and 60 days prior to an event Masters in Moderation reserves the right to invoice 25%;
- an option will automatically be converted to a booking 60 days prior to the event at the latest.
3.2 If the principal fails to meet any stipulations either in the contract or in the General Terms and Conditions the agency and/or the moderator(s) will have the right to cancel the commission and/or the performance.
3.3 Cancellation based on paragraph 3.2 will not discharge the principal of the obligation to pay all costs agreed in the contract.
3.4 The principal cannot derive any rights from cancellation based on paragraph 3.2.
4. Cooperation of the principal
4.1 On account of the necessity that the principal cooperates with the execution of an agreement, the principal will always supply the moderator(s) timely with all useful and necessary data or information. The principal will not withhold any required approvals on unreasonable grounds.
4.2 The principal will provide the moderator(s) with all means necessary to execute the commission adequately. Including:
- technical facilities;
- personal care/catering;
- dressing room or other room for the preparation and/or personal care of the moderator(s).
4.3 If the data necessary for the execution of the agreement are not, not timely or not according to what was agreed, at the disposal of the moderator(s) or if the principal does not fulfil his obligations in any other way, the agency will have the right to suspend the execution of the agreement and to charge the resulting extra expenses according to the usual rates.
5. Force Majeure
1. Parties are not bound to fulfil any obligation if they are prevented from doing so by circumstances for which they cannot be blamed, nor held accountable for by law, legal acts or business conventions. In case of force majeure the principal will not be entitled to compensation. In these General Terms and Conditions force majeure means all that is stated in laws and jurisprudence plus all external causes, foreseen or unforeseen, beyond the control of Masters in Moderation and/or the contracted moderator(s), preventing Masters in Moderation and/or the contracted moderator(s) from fulfilling their obligations.
2. Masters in Moderation and/or the contracted moderator(s) have the right to invoke force majeure in the case a circumstance preventing (further) fulfilment arises after Masters in Moderation and/or the contracted moderator(s) will have had to fulfil their obligations.
3. Parties may suspend the obligations resulting from the agreement during the period of the force majeure. In case this period lasts for more than 4 weeks, any of the parties is entitled to cancel the agreement, without obligation to reimburse the other party.
4. If at the occurrence of the force majeure Masters in Moderation and/or the contracted moderator(s) have met part of the obligations resulting from the agreement, or will be able to meet them and if this generates value in itself, Masters in Moderation and/or the contracted moderator(s) have the right to invoice the already accomplished part respectively the part to be accomplished separately. The principal is bound to pay this invoice as if it were a separate agreement.
5. In the case the moderator is prevented to perform through illness or accident, the agency will communicate this to the principal without delay. The agency will do their utmost to provide a replacement of comparable quality.
The agency and the moderator(s) will perform their activities to the best of their abilities and will observe the care that may be expected of a professional service provider. If the principal can prove that he has suffered damage from a mistake, made by the agency or the moderator(s), that could have been avoided had the actions been more careful, the following stipulations will apply:
1. In the case the agency and/or the moderator(s) are found responsible, their liability is restricted to what is stipulated in this clause.
2. If the agency and/or the moderator(s) are liable to direct damage, their liability is limited at the most to the invoice amount for the day in question or for the relevant part of the day in question, or at the most to the invoice amount for the part of the commission to which the liability is applicable.
Direct damage is exclusively understood as:
1. reasonable expenses made to ascertain cause and extent of the damage, insofar as the ascertainment is relevant to the damage in the sense of these Conditions;
2. any reasonable expenses made to amend a poor performance of the agency and/or moderator(s) in order to meet the requirements of the agreement, unless these cannot be attributed to the agency and/or the moderator(s);
3. reasonable expenses, made to prevent or restrict damage, insofar as the principal proves that these expenses have led to restriction of direct damage as referred to in these General Terms and Conditions.
4. The agency and/or the moderator(s) will never be liable to any indirect damage, including consequential damages, lost profit, lost savings and damage due to business interruption.
5. The agency and/or the moderator(s) will have the right at all times, if and insofar as possible, to undo the principal’s damage.
6. The agency and/or the moderator(s) cannot be held liable for damage or loss of documents during transport or dispatching by post, irrespective of whether the transport or dispatching is done by or on behalf of the principal, the agency and/or the moderator(s) or third parties.
7. The principal will safeguard the agency and/or the moderator(s) against all claims by third parties, connected, directly or indirectly, mediately or immediately, with the execution of the agreement.
8. The limitations of the liabilities for direct damage included in these General Terms and Conditions do not apply if the damage is due to intent or gross negligence of the agency and/or moderator(s) or their subordinates.
7. Image rights
7.1 Portrait rights of the moderator belong exclusively to the moderator in question.
7.2 The agency is rights holder of Masters in Moderation logos, which therefore may not be used by the principal without explicit consent.
7.3 The principal may use image material of the moderator(s) and/or Masters in Moderation only after consultation and written permission, save for the stipulation made in paragraph 3.7 of the contract.
8. Limited validity
If any provision in these General Terms and Conditions should prove null and void, wholly or partially, or otherwise invalid, this will not affect the other provisions. A void or otherwise invalid provision will, as much as possible, be converted into a valid provision of corresponding scope.
9. Dutch law
-Every legal relationship governed by these General Terms and Conditions is exclusively subject to Dutch law.