Version: May 2022
Terms and conditions Studio Schinkel BV
Studio Schinkel located at Laboratoriumstraat 1E in Amsterdam
The assignment issued to Studio Schinkel and accepted by Studio Schinkel in regards to advice on organisation and production of or performance of (parts of) a recording, broadcast, livestream, event, or the delivery or making available of goods and/or personnel, Activities jointly named as ‘event’.
The contractual counterparty of Studio Schinkel
The parties to the agreement, being Studio Schinkel and the Client
ARTICLE 1. GENERAL
1.1 These general terms and conditions apply to all offers and quotations from and for part of all agreements and all related (legal) acts of Studio Schinkel. The appendix(es) part of the agreement are an integral part of the agreement concluded between the Parties.
1.2 The Client’s general (purchase) terms and conditions only apply if it has been expressly agreed in writing that they will apply to the agreement between the Parties to the exclusion of these general terms and conditions.
ARTICLE 2. THE OFFER / CONCLUSION OF THE AGREEMENT
2.1 All quotations from Studio Schinkel are always without obligation. Fixed items and provisional items are included in a budget. Estimated amounts are estimated by Studio Schinkel as carefully as possible and will be determined on the basis of subsequent calculation and charged to the Client.
2.2 Prices of services and the delivery of goods are based on the price of materials, transport costs, wages, insurance premiums, fiscal levies, social insurance premiums, import duties and other pricedetermining factors applicable on the day on which the quotation/offer is sent. In the event of any increase in price-determining factors (as referred to above), Studio Schinkel will be entitled either to charge the Client a proportional increase, or to cancel the agreement with the Client insofar as it has not been implemented.
2.3 Unless otherwise agreed, work for preparing quotations will be charged to the Client.
2.4 If a quotation by Studio Schinkel is not followed by a written assignment or an assignment per e-mail by the Client and confirmed by Studio Schinkel within 14 days or a period indicated in the quotation, it will become invalid. The above does not apply if and insofar as Studio Schinkel has already executed the services/work described in the quotation, for example – but not exclusively – due to pressure of time. In that case, the agreement will have been formed.
2.5 An agreement between Studio Schinkel and the Client will only be formed if one version of the contract which has been signed by the Client is returned to Studio Schinkel, unless Studio Schinkel has already executed the agreement.
2.6 A compound quotation does not oblige Studio Schinkel to perform part of the assignment for a proportional part of the stated price. Quotations or offers do not automatically apply to future orders.
2.7 The assignment must be agreed in writing. Further indications and changes, inside or outside the framework of the assignment, must also be recorded in writing between the Parties.
2.8 Unless agreed otherwise the offer made by Studio Schinkel will not include (any obligation regarding) taking account of any insurance such as, but not limited to, an events insurance, cancellation insurance, transport, accidents, negative production and/or non-appearance insurance. The above does not apply with regard to the statutory business liability insurance which Studio Schinkel has taken out in connection with the services it is to provide.
2.9 If the Client communicates such explicitly in writing to Studio Schinkel, Studio Schinkel will insure the aforementioned risks insofar as possible and for the Client’s account. Notwithstanding the provisions in the previous paragraph of this article, any liability on the part of Studio Schinkel will, however, not extend further than payment to the Client of the insurance money received by Studio Schinkel.
ARTICLE 3. SECURITY
3.1 Studio Schinkel is always entitled, before the work is started and continued, and before delivery or continuing to deliver, to demand sufficient security for the fulfilment of payment obligations by the Client.
3.2 If the demanded security is not provided, or not in a satisfactory way, Studio Schinkel will be entitled to dissolve the agreement wholly or partially, without judicial intervention, and to take back what has already been delivered, without prejudice to Studio Schinkel’s right to payment of the costs incurred up to that moment, whereby the amounts referred to in the estimate will be charged.
ARTICLE 4. EXECUTION OF THE ASSIGNMENT
4.1 Studio Schinkel will execute the assignment in accordance with the requirements of good and sound workmanship on the basis of the plan approved by the Client.
4.2 Unless agreed otherwise in writing between the Parties, Studio Schinkel will be permitted to work, in any form, for a company which is identical, similar or related to that of the Client.
4.3 Unless agreed otherwise in writing between the Parties, Studio Schinkel will always be free to have work, within the framework of the assignment, carried out by third parties. Studio Schinkel is liable vis-à-vis the Client for the correct fulfilment of the execution of work performed by third parties within the framework of an agreement. This liability on the part of Studio Schinkel will no longer apply if and insofar as the Client obliges Studio Schinkel to use (third-party) suppliers/service providers designated by the Client for the execution of the agreed work.
4.4 If, during the execution of the agreement, it transpires that it is necessary, for its proper execution, to change or supplement the agreement, Studio Schinkel will inform the Client to this effect on time and the Parties will modify the agreement in good time on the basis of mutual consultation. If the nature, scope or content of the agreement is changed at the request or instruction of the Client, the competent authorities, etc. or otherwise, and the agreement is therefore modified from a quality and/or quantity perspective, this will have consequences for that which was originally agreed between the Parties. As a result the amount originally agreed between the Parties may be increased or reduced. In such an instance Studio Schinkel will issue a quotation in advance wherever possible.
4.5 Due to a change to the agreement as described in Article 4.4, the execution deadline originally stated may also be changed. The Client accepts the fact that the agreement may be changed in connection with this, including a change in price and period of execution. Studio Schinkel can, without being guilty of default, refuse a request to modify the agreement if this could have a consequence, from the quality and/or quantity perspective, for example for the work being carried out, or the goods being delivered, within that framework.
4.7 Studio Schinkel is neither responsible nor liable for the attendance of participants or visitors to the relevant event.
ARTICLE 5. THE DELIVERY OF GOODS
5.1 If and insofar as Studio Schinkel is required to deliver goods within the framework of the assignment to be carried out, these goods will be transported for the account and risk of the purchaser/Client. The time of delivery is the time at which the goods leave Studio Schinkel’s company, or the company of the supplier of the goods, as instructed by Studio Schinkel. If the goods cannot be sent (on time) due to causes which cannot be attributed to Studio Schinkel, the moment of delivery will be the time at which the goods are ready to be sent. From that point in time the goods will be for the risk of the purchaser/Client.
5.2 All notifications of delivery times are approximate and are therefore not firm deadlines, unless explicitly agreed otherwise in writing. The purchaser of the goods/the Client is not entitled to cancel its assignment on the grounds of differences in the stated and eventual delivery time. Studio Schinkel will do all it can to comply with the stated delivery times. The purchaser/Client is obliged to cooperate fully with the delivery and must collect the goods to be delivered as soon as possible after Studio Schinkel’s first request.
5.3 Exceeding the stated delivery time does not entitle the buyer/client to compensation.
5.4 The goods to be delivered by Studio Schinkel will be dispatched in a manner to be determined by Studio Schinkel. If the buyer/Client wishes a different method of shipment, additional costs may be charged.
5.5 All non-consumer goods delivered by Studio Schinkel or third parties remain the property of Studio Schinkel and/or the suppliers or service providers contracted by Studio Schinkel. The Client must compensate Studio Schinkel, at replacement value, for any damage to, or loss of, these goods caused by the Client and/or its employees and/or visitors/guests.
ARTICLE 6. COMPLAINTS
6.1 Any complaint relating to incomplete or incorrect delivery of goods, or incomplete or incorrect execution of the assignment by Studio Schinkel, or observable defects to the delivered goods, must be communicated in writing to Studio Schinkel, in the event of delivery of goods within 48 hours after receipt of those goods and, in the event of incorrect or incomplete execution of the assignment, within a reasonable period of time after the deficiencies have been observed or could have been observed, with failure to do so meaning that Studio Schinkel is not obliged to make any replacement deliveries and that no claim for compensation can be made in any form. Complaints relating to invisible defects must be made in writing after said defects could have been reasonably observed by the Client.
6.2 The following applies with regard to the making available of staff. If the services (partly) concern the making available of staff, Studio Schinkel will ensure that the staff made available, and any staff charged with operating equipment, are able to carry out the task to be performed. With regard to the staff to be made available by Studio Schinkel, when choosing, they take into account as much as possible with the information issued by the Client to Studio Schinkel regarding the work to be carried out and the capacity and experience of the staff members concerned. The choice regarding the making available of staff is entirely Studio Schinkel’s. The commitment to making staff available is a duty to perform. If, in the opinion of the Client, a Studio Schinkel staff member does not fulfil the requirements imposed, the Client will inform Studio Schinkel to that effect along with a statement of objections within a reasonable deadline after that unsuitability has become apparent. In that case Studio Schinkel will, if possible, replace the staff member in question, if other staff members are available. The travel and accommodation costs incurred as a result will be for the Client’s account, irrespective of the degree of unsuitability of the staff member to be replaced.
6.3 Complaints do not entitle the buyer/client to suspend payment, while compensation is explicitly excluded.
6.4 Complaints about invoices must also be submitted in writing within two weeks of the invoice date.
ARTICLE 7. OBLIGATIONS / RESPONSIBILITIES OF THE CLIENT
7.1 The Client is obliged to cooperate and to provide Studio Schinkel with all information and data of which it can reasonably suspect the necessity for the adequate execution of the assignment by Studio Schinkel.
7.2 The client must enable Studio Schinkel to carry out its assignment and, among other things – but not exclusively – ensure at its own expense and risk that:
- the permits and exemptions required for the fulfilment of the agreement have been granted in time by the competent authorities or authorities and are present in writing;
- employees of Studio Schinkel, as soon as they have arrived at the location of the event, can immediately start with the work and can continue to perform it undisturbed;
- the provisions for the employees of Kingcanary, which are required pursuant to the law, the agreement and the usage, are available;
- the client must observe the maximum permitted number of visitors that are allowed at the location. This depends on the nature of the desired activities and will be communicated by Studio Schinkel on a case-by-case basis;
- the client must observe the maximum number of decibels to be produced during the event as indicated by the owner of the location;
- the access roads to the event location are suitable for the required transport movements;
- the safety of the artists, employees and visitors of the event is sufficiently guaranteed. If agreements have already been made about the aforementioned measures, Studio Schinkel will nevertheless be entitled to set additional requirements in this regard, if changed circumstances (such as, for example, increased popularity of an artist(s)) make this necessary;
- upon completion of the preparatory work, an authorised representative of the Client is present to check whether the (preparatory) work has been properly completed.
7.3 The client guarantees Studio Schinkel that, in all situations, it is sufficiently insured in all cases against any arbitrary damage, including, but not limited to, direct and indirect damage which came about as a consequence of legal activities and/or actual actions and/or omissions in the execution of the agreement performed by it, or third parties working for, or hired by, it.
7.4 If the Client takes or has taken insufficient measures to guarantee the safe execution of an event, Studio Schinkel is entitled to cancel the event in whole or in part, without the Client being able to claim any compensation or discount on the price agreed with Studio Schinkel.
7.5 The Client is responsible for the payment of the ‘Buma’ rights and/or any other applicable payments to collective copyright organisations in connection with the publication/reproduction of music and any other copyrighted material in connection with the event organised by the Client. If Studio Schinkel receives an additional levy from the Buma or another collective copyright organisation which relates to the execution of the agreement, Studio Schinkel will charge this on to the Client.
7.6 The statement by the Client of (the accuracy of) dimensions, specifications and/or other information related to the execution of the agreement is at the risk of the Client.
7.7 Studio Schinkel will provide the Client with a detailed proposal on time with regard to the layout, furnishing and decoration, etc. of the location where the event will take place. The definitive interpretation of the above will be determined in mutual consultation between Studio Schinkel and the Client, but at all times taking into account applicable (fire) safety regulations. In case of doubt with regard to (fire) safety, Studio Schinkel will consult the competent (fire) authority for advice. If additional or deviating conditions are imposed on the basis of the fire service or other safety regulations of the relevant location or the regulations of the fire service or relevant authority, the costs incurred as a result will be borne by the Client. The Client must comply with the regulations laid down by the fire service or other relevant authority at all times. The client indemnifies Studio Schinkel against damage caused by violation of the fire and/or safety regulations applicable to the event/location.
7.8 The Client is liable for damage to third parties or to the location, which results from the use by the Client, by third parties working or hired for the Client or by visitors and/or guests of the Client of the location and indemnifies Studio Schinkel against all claims from third parties.
ARTICLE 8. PAYMENT
8.1 All prices quoted by Studio Schinkel are exclusive of VAT. Invoices are in Euros. In the event of payment in a foreign currency, exchange rate differences, exchange costs and bank (transaction) costs, etc. are for the account of the Client.
8.2 Payment must be made within fifteen days of the invoice date, unless otherwise agreed in writing.
8.3 All payments must be made without any deduction of costs or discounts or debt settlement to an account designated by Studio Schinkel.
8.4 In the event of late payment the Client will be legally in default and, as from the due date, interest will be charged at the statutory interest rate plus 2%.
8.5 All costs incurred by Studio Schinkel in order to collect the amounts owed will be borne by the Client. These costs are in particular invoices from lawyers and procurators, both in and out of court, also insofar as they exceed liquidated costs, costs of bailiffs, agents in collection agencies, but at least an amount calculated in accordance with the collection rate of the Netherlands Bar (Nederlandse Orde van Advocaten).
8.6 Studio Schinkel retains ownership of all goods it has delivered up until the moment of full payment of the price of all goods (to be) delivered, as well as on behalf of any claims by Studio Schinkel within the framework of the delivery of goods, work (to be) carried out, or otherwise, and that which Studio Schinkel can claim from the Client due to its failure in the fulfilment of the agreement entered into with the Client, including collection costs, interest and fines.
8.7 The Client is never entitled to set off any amounts it owes to Studio Schinkel. Objections to the amount of an invoice will not constitute grounds for a suspension of the payment obligation.
ARTICLE 9. SUSPENSION, DISSOLUTION AND CANCELLATION OF THE AGREEMENT
9.1 Studio Schinkel is authorised to suspend the fulfilment of the obligations or to dissolve the agreement without judicial intervention by means of a registered letter to the Client, if:
- The Client fails to fulfil the obligations in the agreement even after a notice of default stating a reasonable deadline, or does not fulfil them in full or on time;
- circumstances come to Studio Schinkel’s attention, after the agreement has been entered into, that provide good grounds to fear that the Client will not fulfil the obligations;
- the Client is asked, when the agreement is entered into, to provide surety for the fulfilment of its obligations resulting from the agreement and this surety fails to materialise;
- due to a delay on the part of the Client, it can no longer be demanded of Studio Schinkel that it will fulfil the agreement based on the originally agreed conditions.
9.2 Studio Schinkel is also authorised to dissolve the agreement if circumstances occur which are of such a nature that fulfilment of the agreement is impossible, or if any other circumstances occur which are of such a nature that unchanged perpetuation of the agreement cannot reasonably be expected of Studio Schinkel.
9.3 If Studio Schinkel proceeds to suspend or dissolve on the grounds of the provisions of Articles 9.1 and 9.2, it will not be obliged in any way to compensate damage and costs which have arisen in any way as a result. If, at the moment of dissolution, Studio Schinkel has already fulfilled part of the assignment, this part and the related payment obligation will not be the subject of undoing, unless the Client proves that Studio Schinkel is in default as regards said performance. Amounts which Studio Schinkel invoiced before the dissolution in connection with that which it has already and properly carried out or delivered for the execution of the agreement, will continue to be payable, with due regard for the provisions of the previous sentence, and will become immediately due and payable at the moment of dissolution. If Studio Schinkel suspends the fulfilment of its obligations, it will retain its entitlements based on the law and the agreement.
9.4 If and insofar as (part of an) assignment/event is cancelled by the Client after the agreement has been concluded due to circumstances beyond the control of Studio Schinkel and the cancellation of (part of) the assignment/event is not Studio Schinkel can be attributed, the Client will in any case pay all costs incurred by Studio Schinkel up to the moment of cancellation of (the part of) the assignment/event, insofar as Studio Schinkel can demonstrate that these costs were incurred for the benefit of the execution of the assignment/event, which costs in any case include: (i) Studio Schinkel’s Overhead costs, (ii) Studio Schinkel’s producer’s fee and (iii) all costs (including – insofar applicable – their producer’s fees and overheads) incurred by third parties hired by Studio Schinkel for the execution of work for the assignment/event will be explicitly included.
9.5 If the agreement is terminated prematurely by Studio Schinkel, Studio Schinkel will arrange for the transfer of work still to be performed to third parties in consultation with the Client.
The above does not apply if the termination is attributable to the Client. If the transfer of the work entails additional costs for Studio Schinkel, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless Studio Schinkel indicates otherwise.
9.6 In the event of liquidation, (an application for) a suspension of payments or bankruptcy, attachment against the Client, debt rescheduling or another circumstance which results in the Client no longer having free disposal of its assets, Studio Schinkel will be allowed to terminate the agreement forthwith and with immediate effect or to cancel the order or agreement, without having any obligation to pay any compensation of indemnification. The claims of Studio Schinkel in connection with work already performed before the termination/cancellation of the agreement by Studio Schinkel are then immediately due and payable.
9.7 In the event of dissolution, cancellation or annulment of the agreement, any transfer or licence of intellectual property rights performed by Studio Schinkel to the Client will legally cease to be valid and the rights in question will, in such an instance, accrue in full to Studio Schinkel. The Client undertakes – insofar as necessary – to cooperate fully with the performance of necessary transfer actions.
ARTICLE 10. LIABILITY
10.1 Studio Schinkel does not accept any liability for damage caused by fault or actions of the Client, including items or third parties for which the Client is responsible. Studio Schinkel is not liable for damage caused by acts or omissions of its employees if this occurs on or as a result of instruction, advice or assignment or other involvement by (representatives of, employees of or third parties contracted by) the Client.
10.2 Studio Schinkel is exclusively liable for damage suffered directly by the Client which demonstrably results from agreements between Studio Schinkel and the Client, on the basis of which Studio Schinkel supplies/rents products and/or performs certain activities or services, insofar as these general terms and conditions or the agreement determined between the Parties. Studio Schinkel’s liability for direct damage can never exceed the payment paid out by Studio Schinkel’s insurance in the appropriate case and if and insofar as that liability is covered by Studio Schinkel’s insurance. If Studio Schinkel’s insurance does not pay out or if the damage is not covered by Studio Schinkel’s insurance, the liability for direct damage is limited to a maximum of € 25,000, excluding VAT.
10.3 Indirect damage, including damage caused by third parties, loss of profit/income, reputation damage or other forms of consequential damage are never eligible for compensation.
10.4 In the event of attributable failure in the fulfilment of an agreement between Studio Schinkel and the Client, Studio Schinkel will only be obliged, in the event that fulfilment is no longer possible, to pay replacement compensation. That means compensation of the value of the remaining performance. Studio Schinkel is not liable for any other form of damage, including additional compensation in whatever form, as well as reimbursement of indirect damage as described in paragraph 3 of this article.
10.5 In the event of an unlawful act by Studio Schinkel or its employees for which Studio Schinkel can be held liable in law, Studio Schinkel is only liable for compensation for damage insofar as that damage is caused by gross intent or negligence.
10.6 A condition for the existence of any right to compensation is always that the Client reports the damage to Studio Schinkel in writing as soon as is reasonably possible after it has occurred. Any legal claim of the Client will lapse six (6) months after termination and/or completion of the execution of the agreement to which the claim relates.
10.7 Everything that has been brought into or at the location of the event by or on behalf of the Client, is there at the risk of the Client. Studio Schinkel is not responsible for insuring and/or monitoring this, unless the obligation to do so has been expressly agreed in writing between Studio Schinkel and the Client. Studio Schinkel is not liable for damage and/or loss of items or property of the Client or third parties (including the public, participants, guests and/or performers, for whatever reason, except in the case of wilful misconduct or gross negligence on the part of Studio Schinkel or its staff). The client indemnifies Studio Schinkel against claims from third parties as referred to above.
ARTICLE 11. FORCE MAJEURE
11.1 Neither party is obliged to fulfill any obligation towards the other party if it is prevented from doing so as a consequence of a circumstance which is not attributable to fault, and which is not for their account pursuant to the law, a legal act or generally accepted views.
11.2 In these general terms and conditions force majeure not only means that which is referred to as such in the law and jurisprudence, but also all externally originating causes, on which Studio Schinkel cannot exert any influence and as a result of which Studio Schinkel cannot reasonably be expected to fulfil its obligations. In any event – but not exclusively – force majeure includes: the event location becoming unused, (civil) war, security and other government measures including import and export bans, risk or threat of war, riot, terrorist activities/attacks or the threat thereof, storm, floods, water damage, civil unrest, fire, sit-down strike, strike lockout, excessive absenteeism due to illness of Studio Schinkel staff, transport difficulties, unforeseen technical complications, company disruptions, illness of the artist(s) contracted on behalf of the event.
11.3 In the event of force majeure the party that invokes force majeure is entitled:
- either to dissolve the agreement with the other party (partially), such by a simple written notification thereof to the other party, therefore without judicial intervention and without the dissolving party becoming liable for compensation vis-à-vis the other party as a result;
- or to reschedule the execution of the assignment/the event, in consultation with the other party, to a new time or new date;
11.4 Insofar as Studio Schinkel has already fulfilled part of its obligations under the agreement at the time of the occurrence of force majeure, Studio Schinkel will be entitled to invoice the partial obligations (to be) fulfilled separately. The Client is obliged to pay this invoice as if there was a separate agreement.
11.5 Failure to obtain any necessary permit and/or exemption on the part of the Client does not constitute force majeure for the Client.
ARTICLE 12. INTELLECTUAL PROPERTY – CONFIDENTIALITY, PERSONAL DATA
12.1 All intellectual property rights (explicitly including copyright, related rights, brand rights and data bank rights) relating to concepts, programme (formats), event (concepts) and presentations developed by Studio Schinkel and all related works, such as for example – but not exclusively – texts, music, logos and/or pictorial marks, audio and/or audio-visual material, motion graphics, data files, etc – which have been presented, or made available, to the Client – are and will continue to be vested in Studio Schinkel. All physical property rights relating to carriers and/or materials on which/in which these works are recorded (such as tapes, CDs, CD-ROMs, computer/source files) are and will continue to be also vested in Studio Schinkel. The Client is not permitted to publish the aforementioned works and/or carriers and/or materials and/or to copy or otherwise use them or to refer to them, unless different agreements have been made explicitly and in writing between the Client and Studio Schinkel.
12.2 All material developed by Studio Schinkel in the framework of the assignment (such as, for example, but not limited to – texts, music, logos and/or logos, audio-visual material, motion graphics, data files, etc.) may only be used by the Client in the original form and within the framework of the use of that material agreed between Studio Schinkel and the Client in connection with the assignment. This use will usually be limited to use for internal purposes (being within the Client’s company). Any additional use of such material requires the prior written consent of Studio Schinkel.
12.3 In view of the provisions of the previous paragraphs of this article, only Studio Schinkel and/or the party(ies) that have produced the material described in the previous paragraphs on the instruction of Studio Schinkel are exclusively entitled to collect and/or receive payments from collective management organisations in connection with the publication and/or copying of that material.
12.4 If and insofar as Studio Schinkel makes use of material (whether or not copyrighted) supplied by the Client in the context of the execution of the assignment, Studio Schinkel does not accept any liability with regard to claims by third parties made in connection with the publication and/or copying of that material. The Client indemnifies Studio Schinkel against claims from third parties made in connection with this and the Client will fully compensate Studio Schinkel for all damage suffered by Studio Schinkel as a result of the aforementioned claims by third parties.
12.5 The content of the agreement as well as the content of the program or event format agreed between Studio Schinkel and the Client is strictly confidential and may not be disclosed to third parties without the prior consent of the other party.
12.6 Studio Schinkel collects and processes Client’s personal data, and in so far as applicable in connection with the agreement between Studio Schinkel and Client, the personal data of guests/visitor/participants of the event in compliance with the General Data Protection Regulation. The objectives of the data collection and processing, the operation of the data processing and the rights of the data subjects are specified in Studio Schinkel’s privacy statement, which you can find at www.studioschinkel.nl. Said privacy statement forms integral part of our agreement. In case of any conflict between the stipulations of our agreement, these general conditions and the said privacy statement, the stipulations of the privacy statement will prevail.
ARTICLE 13. PUBLICITY, TV/ FILM RECORDINGS
13.1 In the event of publication by the Client relating to the event to be held, the Principle must ensure that it is clearly indicated how visitors/guests/participants of/in the event can access the event location.
13.2 The Client is not permitted, without prior written permission from the owner of the location and/or Studio Schinkel, to display or distribute publicity, or advertising and/or folder material, relating to the event or relating to the Client at/near the event location.
13.3 Partly in view of the provisions of Article 12, the Client and its visitors/guests are not permitted to make video, film, TV and/or other audiovisual recordings of the event without the explicit written permission of Studio Schinkel and/or the owner of the location where the event is taking place.
ARTICLE 14. PROCESSING OF PERSONAL DATA
14.1 If Studio Schinkel processes personal data for the benefit of the Client in the performance of the Agreement, the following conditions apply in addition to the General Terms and Conditions of Sale.
14.2 The terms used in these terms and conditions have the meaning that the General Data Protection Regulation (hereinafter: “GDPR”) has assigned to them or that the case law gives to them.
14.3 When processing personal data, the Client can be regarded as the controller, or if the Client processes the personal data on behalf of a third party, as a processor. Studio Schinkel fulfils the role of processor or sub-processor (depending on the capacity in which the Client processes the personal data).
ARTICLE 15. PURPOSES OF PROCESSING
15.3 Studio Schinkel has no control over the purpose and means of the processing of personal data. Studio Schinkel does not make independent decisions about the receipt and use of the personal data, the provision to third parties and the duration of the storage.
15.4 The Client guarantees that, insofar as required by the GDPR, it will keep a data processing register. The Client indemnifies Studio Schinkel against all claims and claims related to non-compliance or incorrect compliance with this obligation to register.
ARTICLE 16. ALLOCATION OF RESPONSIBILITIES
16.1 Studio Schinkel is not responsible for processing personal data, including but not limited to the collection of personal data by the client, processing for purposes not reported by the Client to Studio Schinkel, processing by third parties or for other purposes.
16.2 The Client guarantees that the content, use and instruction to process personal data are not unlawful and do not infringe any rights of third parties. Corporate Clients indemnify t Studio Schinkel against all third-party claims arising from the Client’s failure to comply with the aforementioned agreement.
16.3 The obligations of the client arising from these terms and conditions also apply to those who process personal data under the authority of the client, such as employees or third parties brought in by them.
ARTICLE 17. TRANSFER OF PERSONAL DATA
17.1 Studio Schinkel processes personal data in countries within the European Economic Area. The Client gives Studio Schinkel permission for the processing of personal data in countries outside the European Economic Area, with due observance of the applicable laws and regulations.
17.2 Studio Schinkel will inform the Client on request to which country or countries the personal data will be transferred.
ARTICLE 18. INVOLVING SUB-PROCESSORS
18.1 The Client hereby grants Studio Schinkel permission to involve sub-processors in the context of the Agreement and the personal data processing included in these terms and conditions. Studio Schinkel will inform the Client on request about which sub-processors it involves.
18.2 If Studio Schinkel intends to engage new sub-processors for the processing of personal data, Studio Schinkel will inform the Client of this in advance. The client then has two weeks to object in writing to this intention. If the Client does not object within the aforementioned period of two weeks, the Client is deemed to agree to it.
18.3 The client will not unreasonably withhold its permission to engage other sub-processors, whereby Studio Schinkel will make every effort to impose on the sub-processor at least the same obligations with regard to personal data processing as those agreed between the client and Studio Schinkel.
ARTICLE 19. REQUESTS FROM INTERESTED PARTIES
19.1 If a person concerned directs a request about his personal data to Studio Schinkel, Studio Schinkel will forward the request to the Client within a reasonable period of time. Studio Schinkel may inform the subject about this.
19.2 Studio Schinkel will answer the person concerned directly if Studio Schinkel is legally obliged to do so or if Studio Schinkel has an independent responsibility in this regard on the basis of the GDPR.
19.3 Studio Schinkel is entitled to charge the Client for the costs of responding to requests from those involved.
ARTICLE 20. LOCATION AND CHANGE OF CONDITIONS
20.1 These terms and conditions have been filed with the Amsterdam Chamber of Commerce.
20.2 The most recently filed version or the version that applied at the time of the establishment of the legal relationship with Studio Schinkel is always applicable. Any partial amendment or omission of any provision of the agreement concluded between the Parties or of the general terms and conditions is only binding if agreed between the Parties in writing.
20.3 The Dutch text of the general terms and conditions is always decisive for the explanation of this.
ARTICLE 21. DISPUTES AND CHOICE OF LAW
21.1 All offers made by Studio Schinkel and the agreements concluded with Studio Schinkel, as well as any disputes arising therefrom, are governed by Dutch law.
21.2 Contrary to the statutory rules for jurisdiction of the civil court, all disputes that cannot be settled amicably can only be submitted to the competent court in Amsterdam, unless the law designates another court as competent.
ARTICLE 22. CORONA
22.1 Under ‘Corona measures’, the government rules and measures applicable at that time in connection with Covid. Studio Schinkel will make every effort to comply with the Corona measures when organising the event. The Client must ensure that visitors observe the Corona measures during the execution of the event.
22.2 Studio Schinkel is not responsible or liable if the Client or the visitors do not comply to the Corona measures of the event. The Client must indemnify Studio Schinkel against any claims in this regard.
22.3 If an event cannot be performed in the agreed form as a result of Corona measures, the parties regard this as force majeure as a result of Covid. As soon as there is force majeure as a result of Covid, the steps described in Article 22 apply.
The (temporary) termination of an event due to non-compliance with the Corona measures by the Client and/or visitors to an event is not force majeure.
22.4 The basic principle is that the event will be adapted to the Corona measures. Studio Schinkel and the Client will discuss in mutual consultation whether adjustment is possible, whereby both parties will act in a solution-oriented, reasonable and fair manner.
If the event is adjusted, the contract sum agreed between Studio Schinkel and the Client will remain due to Studio Schinkel, on the understanding that all cost reductions will be deducted and all cost increases will be added to this. Studio Schinkel will make every effort to minimise cost increases and maximise cost reductions. The Client understands that Studio Schinkel is partly dependent on all suppliers involved and the conditions they use.
22.5 If the event cannot be adjusted, the starting point is that the event will be moved. Studio Schinkel the Client will discuss in mutual consultation whether relocation is possible, whereby both parties will act in a solution-oriented, reasonable and fair manner.
If the event is moved, the contract sum agreed between Studio Schinkel and the Client remains due to Studio Schinkel, on the understanding that all cost reductions will be deducted from this and all cost increases will be added to this. Studio Schinkel will make every effort to minimise cost increases and maximise cost reductions. The Client understands that Studio Schinkel is partly dependent on all suppliers involved and the conditions they use.
22.6 If the event cannot be adjusted or moved, it can be cancelled by the Client or Studio Schinkel.
If the event is cancelled, the contract sum agreed between Studio Schinkel and the Client remains due to Studio Schinkel, on the understanding that all cost reductions will be deducted and all cost increases will be added. Studio Schinkel will make every effort to minimise cost increases and maximise cost reductions. The Client understands that Studio Schinkel is partly dependent on all suppliers involved and their conditions.