General terms and conditions

Article 1 Definitions

In these General Terms and Conditions, hereinafter referred to as: ‘Conditions’, the following terms shall have the following meanings:

Heliview Conferences & Training: the private company with limited liability Heliview Conferences & Training B.V., with registered office in Breda, which is the user of these Conditions.

Other Party : any legal entity or natural person who has entered into an agreement with Heliview Conferences & Training, or that has received an offer to that end from Heliview Conferences & Training, which includes in any event a sponsor or (business) partner of a conference, seminar, study trip, etc. as well as a participant in a conference, seminar, study trip or similar and/or a training course.

Assignment : the work agreed between Heliview Conferences & Training and the Other Party, which Heliview Conferences & Training shall carry out at the request of the Other Party (on its behalf). In any event, this includes the organisation of conventions, seminars, trade fairs, conferences, study trips and other events, providing and organising training courses, as well as the provision of marketing advice, in the broadest sense.

Materials: : all of the brochures, documentation, course materials, participant lists, etc., in hardcopy or in digital form, given by Heliview Conferences & Training to the Other Party for the purpose of performing the assignment.

Article 2 Applicability, Quotation and Agreement

1. These General Terms and Conditions apply to all quotations, orders, order confirmations and agreements which may or may not be in writing, including those sent digitally, of Heliview Conferences & Training unless explicitly agreed otherwise, in writing, between the Parties.
2. Provisions that deviate from the provisions defined in these Conditions, such as the purchase conditions or other conditions of the Other Party, will not be deemed to apply between Parties, unless these have been brought about in consultation with Heliview Conferences & Training and explicitly accepted by Heliview Conferences & Training as such in writing.
3. The conditions of the Other Party shall only apply if these are not in contradiction with the conditions of Heliview Conferences & Training. In the event of uncertainty or debate, the conditions of Heliview Conferences & Training shall prevail. Amendments and additions to the Conditions shall be confirmed in writing to the Other Party.
4. The Other Party that has entered into agreements with Heliview Conferences & Training in the past shall be deemed to have tacitly agreed to the applicability of the conditions on subsequent agreements of Heliview Conferences & Training.
5. In the event that the court has ruled that one or more provision(s) from these Conditions is/are unreasonably onerous, the provision in question shall be interpreted in the light of the other provisions of this agreement and in such a way that Heliview Conferences & Training can still reasonably invoke the provision vis-a-vis the Other Party. The condition that the court has determined that one or more provisions from these Conditions is/are unreasonably onerous leaves the effect of the provision unimpaired.

Article 3 Quotations

1. All quotations and offers issued by Heliview Conferences & Training are free from obligation unless expressly stated otherwise in the quotation or offer; they can still be revoked by Heliview Conferences & Training within five working days after acceptance by the Other Party.
2. Quotations are based on the information which may be provided by the Other Party on request.
3. If the offer has been compiled using different amounts, Heliview Conferences & Training shall not be obliged to execute part of the offer for a corresponding part of the price specified in the offer.
4. Notwithstanding the above, Heliview Conferences & Training’s quotations and offers remain valid for 30 days from the date on which the quotation or offer was sent or for much shorter a period as stated in the quotation or offer.

Article 4 The Agreement: Commencement/Duration/Suspension/End

1. The agreement comes into effect from the moment that the Other Party confirms in writing its agreement with Heliview Conferences & Training’s order confirmation or Heliview Conferences & Training confirms its agreement in writing with the Other Party’s order confirmation. The Parties can also prove that an agreement has come into force through other means.
2. A change and/or addition to an agreement shall, in principle, only come about when it has been expressly accepted in writing by Heliview Conferences & Training. Changes must be communicated in good time and in writing to Heliview Conferences & Training.
3. If the Other Party fails to fulfil its obligations or if Heliview Conferences & Training has good reason to believe that it shall not fulfil its obligations, Heliview Conferences & Training is entitled to suspend the fulfilment of its obligations arising from this, as well as those that ensue from the same legal relationship or from business that parties have frequently done with one another, without prejudice to the rights accruing to Heliview Conferences & Training by virtue of the law of these Conditions.
4. Without prejudice to the further rights accruing to Heliview Conferences & Training and the provisions elsewhere in these Conditions and without prejudice to the right to claim damages, Heliview Conferences & Training is entitled to dissolve the agreement, without court intervention by means of a written extrajudicial declaration:
  a. if the Other Party has failed to fulfil its payment obligations;
  b. if the Other Party is declared to be bankrupt, requests moratorium on payment or if the Debt Rescheduling (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen) is declared applicable to the Other Party;
  c. if the Other Party loses the free disposal of its assets or income in full or in part;
  d. if a significant part of the Other Party’s possessions or assets are seized and this seizure is not lifted within a reasonable period of time;
  e. if the Other Party sells or liquidates its business;
  f. if the credit insurer of Heliview Conferences & Training revokes the line of credit granted to the Other Party or limits this credit.
5. Heliview Conferences & Training does not have the right to dissolve the agreement if the Other Party’s failure does not justify such dissolution considering its special nature or limited significance.
6. After a demand to that effect by Heliview Conferences & Training, the Other Party is obliged to provide security for the fulfilment of its obligations vis-a-vis Heliview Conferences & Training.
7. Heliview Conferences & Training reserves the right to fulfil the agreement in parts and to invoice for this work in parts, insofar as the assignment permits this and duly observing the principles of reasonableness and fairness.
8. If the Other Party can only terminate an agreement subject to a notice period, this termination must take place subject to that notice period by means of a registered letter, with acknowledgement of receipt.
9. Agreements with staff members of Heliview Conferences & Training who are not authorised to legally represent the company, are only legally binding for Heliview Conferences & Training if it has provided written confirmation.

Article 5 Performance of the Assignment

The Other Party is aware that in order to be able execute the agreement as optimally as possible, Heliview Conferences & Training shall utilise (the services of) third parties. Heliview Conferences & Training reserves the right to have work performed by third parties at any time, however as far as possible in consultation with the Other Party.
The agreement is executed by mutual agreement between Heliview Conferences & Training and the Other Party, however the way in which the agreement is implemented shall be determined by Heliview Conferences & Training.
Heliview Conferences & Training shall make every effort to execute the agreement to the best of its ability. Heliview Conferences & Training can, however, never be forced to execute an agreement which infringes a law, contravenes a legal obligation or anything which, based on the rules of unwritten law are considered acceptable in society.
If it is agreed that the Other Party shall provide Heliview Conferences & Training with equipment, materials or data or data carriers as part of the performance of the assignment, the Other Party is obliged to ensure that these fulfil the specifications required for the performance of the assignment.
All brochures, handouts, course materials, etc. used by Heliview Conferences & Training in order to perform the assignment, remain the property of Heliview Conferences & Training.
Minor differences in (the organisation of) a conference, seminar, trade fair, etc. and/or a training course, in terms of the content, duration, quality and performance, do not entitle the Other Party to refuse the assignment or the product, to dissolve or to bring about the dissolution of the agreement and/or to claim damages from Heliview Conferences & Training, unless this cannot reasonably be required from the Other Party. Also understood to be meant by minor differences is bringing forward or moving back a conference, seminar, trade fair, etc. and/or a training course at the initiative of Heliview Conferences & Training but on reasonable grounds.
Subject to the provisions in the other provisions of these Conditions, the Other Party will in any event and at its own expense and risk, ensure that:
– it makes available to Heliview Conferences & Training, in a timely manner, all requisite materials for Heliview Conferences & Training to perform the work as part of the assignment, such as but not limited to logos/catalogues/promotional material, etc. The Other Party guarantees Heliview Conferences & Training that it is authorised to use the materials that it provides. The Other Party indemnifies Heliview Conferences & Training for liability of any kind that can ensue from using the materials provided by the Other Party.
– it will provide the correct addresses where Heliview Conferences & Training has to send its invoices to;
– if the Other Party provides its own speaker it shall send the speaker’s information on time to Heliview Conferences & Training.
Heliview shall endeavour to ensure that the event that it organises fulfils the expectations of its Other Party/Parties.
In the event of a shortcoming in the assignment, Heliview Conferences & Training has the right to rectify this within a reasonable period of time, without being liable for damages and/or without the Other Party having the right to cancel the assignment or to dissolve this or to bring about the dissolution, duly observing the principles of reasonableness and fairness.
All costs that result from government measures such as, but not limited to, safety regulations, shall be borne by the Other Party.
The Other Party is obliged to provide Heliview Conferences & Training with all documents and materials which Heliview Conferences & Training needs in order to correctly perform the assignment, as well as to provide all information it requires and to cooperate with Heliview Conferences & Training.
The Other Party guarantees the correctness, completeness and reliability of the data and xinformation that is given by or on behalf of the Other Party to Heliview Conferences & Training, including the correct addresses that Heliview Conferences & Training needs in order to execute the agreement properly.

Article 6 Conferences, Seminars, Trade Fairs, etc.

1. Subject to the provisions in the other provisions of these Conditions, the Other Party/sponsor will in any event and at its own expense and risk, ensure that:
  – it adheres to the instruction provided by Heliview Conferences & Training regarding the set-up of the rented stand space;
  – in the event that the Other Party has agreed with Heliview Conferences & Training that it shall exhibit its work(s) of art or the work(s) of art of third parties, in the broadest sense, at a conference, trade fair, seminar, etc. to be organised by Heliview Conferences & Training, and these are illegal and/or are contrary to good morals and/or are inappropriate for the environment where these goods and/or services will be offered, this/these work(s) of art will be removed at the Other Party’s own expense. Under this provision, also understood to be meant by work(s) of art are audiovisual footage and/or sounds.
  – it does not fit out the rented stand with goods and/or offers services at or around the conference location which are illegal and/or are contrary to good morals and/or are inappropriate for the environment in which these goods and/or services are offered. At the first request of Heliview Conferences & Training, the Other Party/sponsor is obliged to remove the aforementioned goods and to immediately stop offering the
  relevant services and/or to cease exhibiting artworks.
2. In the event that the Other Party identifies a location where the conference has to be held, the Other Party guarantees that this location satisfies all requirements stipulated by Heliview Conferences & Training.
3. Heliview Conferences & Training shall make every effort to ensure that as many people as possible participate in the conference it organises. It is, however, not liable for disappointing participant numbers, unless agreed otherwise in writing.
4. No rights can be derived from the registration for a conference. Heliview Conferences & Training retains the right to refuse a registration, or to amend certain parts of this, such as for example, the size of the rented stand space, a change in the speakers to be present, etc. If the deviation in the agreement differs from what was originally agreed between Heliview Conferences & Training and its Other Party to such a degree, it is in principle prepared to adjust the invoice amounts, in all reasonableness and in consultation with the Other Party. However, the way in which the invoice amount will be modified shall be determined by Heliview Conferences & Training.
5. Heliview Conferences & Training reserves the right to refuse or not to process a registration for participation in a conference, seminar, trade fair, study trip, etc. without explaining the reasons behind this.
6. In the event of force majeure, Heliview Conferences & Training reserves the right to change the date and/or the location of the conference, trade fair, seminar, study trip, etc. that it planned to organise, and if necessary, to cancel the conference in its entirety. Heliview Conferences & Training is in that event not obliged to compensate for any loss suffered by the Other Party. In the event of cancellation, the amounts already paid for stand rental and/or participation in the conference, trade fair, seminar, etc. shall be returned to a bank account stipulated by the Other Party.
7. In the event that the hirer of a stand and/or Other Party has entered into an agreement with Heliview Conference & Training in order to be able develop (a) promotional activity or activities at or around the conference location and/or prior to commencement of the conference, the participant cancels the agreement with Heliview the Other Party has the following payment obligation vis-a-vis Heliview Conference &
  Training.
  – In the event of a cancellation up to 28 weeks before the start date of the conference, the Other Party is obliged to pay an amount of 25% of the agreed invoice amount.
  – In the event of a cancellation up to 16 weeks before the start date of the conference, the Other Party is obliged to pay an amount of 50% of the agreed invoice amount.
  – It is not possible to cancel an agreement 16 weeks (or after that) before the start date of the conference; in that case the Other Party owes the entire invoice amount to Heliview Conferences & Training. This cancellation is only possible by means of a registered letter with acknowledgement of receipt.
8. The Other Party is obliged to have fully set up its stand half an hour before the conference starts. The Other Party is also obliged to immediately clear away the stand once the conference has ended with appropriate haste.
9. The Other Party bears the risk for damage and/or theft and/or loss of its goods located at or around the location where the conference is held. The Other Party must insure these goods against damage, unless expressly agreed otherwise in writing.
10. Heliview Conferences & Training is not liable for damage caused by third parties during the conference to the goods displayed by the Other Party.

Article 7 Cancellation, Alteration and Extra Work

1. Heliview Conferences & Training reserves the right to make small changes to the agreement (as stated in the quotation or offer) without as a result of that being liable to damage and/or without this meaning that the Other Party is entitled to cancel or to dissolve the agreement. This will, for example, be the case if what has been agreed is found not to be technically feasible.
2. Heliview Conferences & Training is only obliged to cancel or modify the assignment (to cooperate in this) if it has received confirmation in writing and it has accepted this. In the event of cancellation, Heliview Conferences & Training is entitled to charge for the work performed up until that point and for internal and external costs that have been incurred to the Other Party, as well as (in addition to this) compensation for loss of profit amounting to 20% of the total of the invoice to date, without prejudice to the right of Heliview Conferences & Training to claim full damages. In the event of cancellation of conferences, seminars, trade fairs, etc. the provisions in article 6 of these General Terms and Conditions apply.
3. The Other Party accepts that, if the Parties agree that the assignment shall be extended or modified, this may affect the time of completion of the assignment. Heliview Conferences & Training shall inform the Other Party about this as soon as possible (in writing).
4. If a training course is to be given to a group and if the majority of the participants are unable to attend this course, Heliview Conferences & Training has the right to cancel this training course or to postpone this without being liable to pay its client any form of compensation for this.
5. If the Other Party asks Heliview Conferences & Training to make changes and/or additions to the agreed work and/or deliveries, Heliview Conferences & Training shall
  comply with that if it has the power to do so. Heliview Conferences & Training can never be forced to comply with this. If possible, it shall perform this work.
  A request for the change has to be submitted by the Other Party in writing to Heliview Conferences & Training.
6. If a change or addition to the agreed work results in additional work being performed by Heliview Conferences & Training, the Other Party will be charged for this work at the rates applicable at that time. If a change or addition to the agreed work results in less work having to be performed, this could perhaps result in a reduction of the agreed price, but Heliview Conferences & Training reserves the right to charge the Other Party for costs already incurred by Heliview Conferences & Training, for the man hours that could not be utilised economically elsewhere, as well as the lost profit.
7. Should additional work be required, Heliview Conferences & Training shall inform the Other Party of this in writing as soon as possible (including by email) but in any case prior to this work being performed. The Other Party will be deemed to have agreed to the execution of the additional work and the costs associated with that unless the Other Party objects to this within 5 days after written notification by Heliview Conferences & Training.

Article 8 Intellectual Property Rights

If and as far as is possible, in relation to the conferences, seminars, trade fairs, etc. as well as training courses delivered as part of the assignment (that it has developed and/or
designed), Heliview Conferences & Training will reserve the intellectual property rights for models, samples, agreements, recommendations, ideas, brochures, etc. as well as any derivatives thereof, unless the parties have agreed otherwise in writing. If it is agreed between parties that the intellectual property rights of Heliview Conferences & Training transfer to the Other Party, which then has to take place in writing, the Other Party is not the owner until the time at which, in respect of the assignment, full payment has been made to Heliview Conferences & Training. In the event of a disagreement concerning this payment, the ownership remains with Heliview Conferences & Training.
The Other Party is expressly prohibited from duplicating, publishing, communicating to third parties or passing on for use in another way, the foregoing information and/or documents, which explicitly includes the list of participants, unless written consent has been received to this end from Heliview Conferences & Training. The Other Party is equally not permitted to remove or to alter any designation concerning intellectual property rights, which includes copyrights, rights concerning word marks or figurative marks or trade names, from the information, which includes any designations regarding the confidential nature and confidentiality of this information/documents. Any contravention of the provisions in this article will render the Other Party liable to pay Heliview Conferences & Training an immediately payable financial penalty of € 100,000.00 which is not susceptible to being discounted or offset, without prejudice to its right to claim damages for further loss.
The Other Party indemnifies Heliview Conferences & Training for third party claims based on infringement of the intellectual property rights ensuing from the information provided by the Other Party, brought against Heliview Conferences & Training. Heliview Conferences & Training indemnifies the Other Party against every action based on the claim that the concepts, training courses, programmes, etc. developed by Heliview Conferences & Training infringe a copyright applicable in the Netherlands or other intellectual property right. Heliview Conferences & Training shall pay the irrevocable damages and expenses that it is ordered to pay by the final court ruling provided that the Other Party immediately informs Heliview Conferences & Training in writing and leaves the handling of the case entirely in the hands of Heliview Conferences & Training and cooperates fully in this. If a case is brought or if this is a possibility, Heliview Conferences & Training can replace or amend the concepts, training courses, programmes, etc. in a way that Heliview Conferences & Training deems appropriate.
Information given in catalogues, illustrations, drawings, brochures, etc., are merely an indication. The Other Party cannot derive any rights from this.

Article 9 Prices

1. All agreed prices are binding and exclude the turnover tax owed on these prices and exclude other costs.
2. If during the period of time in between the date of the quotation or offer and that of the delivery or completion of the work ensuing from the assignment, the cost prices increase which is due to but not limited to government measures, salaries or import duties, or in the event there are instalments, the cost prices increase during those instalments, Heliview Conferences & Training is entitled to increase the price to be charged to the Other Party accordingly.
3. Heliview Conferences & Training has the right to stipulate that, prior to the work being performed, the Other Party pays an advance payment. The level of this is determined by Heliview Conferences & Training duly observing the principle of reasonableness.
4. If obvious calculation errors are made by Heliview Conferences & Training these may be rectified at any time.
5. If the Other Party pays the amount owed using a credit card, Heliview Conferences & Training is entitled to increase the relevant sum with the costs that will be charged for this by the relevant credit card company to Heliview Conferences & Training.
6. All prices charged by Heliview Conferences & Training are stated in Euros, unless agreed otherwise in writing.

Article 10 Payment

1. Unless explicitly agreed otherwise between Parties in writing, all payments must be made within fourteen (14) days of the invoice date; the Other Party is not entitled to any
  discount, deferral or set-off. Heliview Conferences & Training is entitled to issue an invoice after each sub-assignment has been completed.
2. The payment must be made directly to Heliview Conferences & Training by means of an inter-bank transfer to a bank account designated by Heliview Conferences &
  Training, unless agreed otherwise. The date on which the transfer is credited to the bank account designated by Heliview Conferences & Training will constitute the date of payment.
3. If the Other Party fails to fulfil, or properly fulfil, its payment obligations vis-a-vis Heliview Conferences & Training as stipulated above in article 1, the Other Party will be deemed to be in default without a further demand or notice of default being required to this end. In that case, Heliview Conferences & Training has the right to charge the Other Party interest each month on the outstanding amount, at the statutory rate of interest plus 4 percentage points, to be counted from the due date of the invoice to the date on which payment is made in full. In this context, a part of a calendar month is deemed to be equivalent to a full calendar month.
4. All costs incurred in the collection of the debt(s), both in and out of Court are for the account of the Other Party. These are set at 15% of the invoice amount , without prejudice to Heliview Conferences & Training’s right to claim any damages in excess of this amount from the Other Party. When payments are received from the Other Party that is in default, these will first be offset against outstanding out-of-court expenses; the remaining amount will be offset against the oldest outstanding invoices.
5. If the Other Party seeks a compromise with its creditors, in the event of bankruptcy, application for a suspension of payments or debt rescheduling, attachment and/or liquidation of the company, and also in the event of the death and/or placement under financial guardianship, all that is receivable by Heliview Conferences & Training from the Other Party becomes immediately payable, without prejudice to Heliview Conferences & Training’s right to claim any supplementary damages.

Article 11 Retention of Title

1. Heliview Conferences & Training will retain the title to all materials supplied to the Other Party (brochures/leaflets/teaching materials, participant lists, etc.) until such time as the purchase price for all of these products has been paid to Heliview Conferences & Training in full. The retention of title is also extended to all obligations ensuing from this agreement that Heliview Conferences & Training may accrue against the Other Party.
2. The Other Party is obliged to store the materials supplied which are subject to retention of title with due care and to ensure that they remain recognisable as the property of Heliview Conferences & Training.
3. If the Other Party fails to fulfil its payment obligations vis-a-vis Heliview Conferences & Training and/or if Heliview Conferences & Training has well-founded reasons to fear that such will be the case and/or in circumstances described in article 5 of these Conditions, Heliview Conferences & Training is entitled to retrieve the materials that it delivered subject to retention of title without the intervention of a third party, such as but not limited to a court. The Other Party hereby grants Heliview Conferences & Training permission to retrieve the materials that it delivered as well as permission to access and enter the areas in which the materials in question are stored and also to enter all such areas as provide access to that area.
4. The Other Party is obliged to immediately inform Heliview Conferences & Training in writing if third parties enforce rights in respect of the materials subject to retention of title of Heliview Conferences & Training.
5. Provided that the ownership of the materials that have been supplied haven’t transferred to the Other Party, the latter is not permitted to transfer, pledge and/or encumber in some other way, dispose of or hand over for use these delivered materials to third parties as its property under any type of title whatsoever unless agreed otherwise in writing.

Article 12 Delivery

1. The materials supplied to the Other Party for the purposes of the assignment shall be delivered to the Other Party’s address, or an address given by the Other Party. Heliview Conferences & Training may continue to consider the address provided by the Other Party as its actual address until the Other Party has communicated its new address to Heliview Conferences & Training.
2. The delivery period is based on the circumstances applicable at the time of the agreement being entered into. If through no fault of Heliview Conferences & Training delays occur as a result of changes in the circumstances mentioned or because materials required in the context of the execution of the agreement which were ordered in good time, are not delivered on time to Heliview Conferences & Training the delivery period will be extended as necessary.

Article 13 Complaints

1. At the time of delivery, the Other Party is required to inspect the materials that are delivered (to ensure these are in good order).
2. Complaints due to deficits, shortages, ineffectiveness, deviation from stated specifications or externally visible damages, insofar as applicable, must be described precisely by the Other Party on the documents that it signs (including signed consignment notes). Complaints must be described accurately by the Other Party.
3. Complaints must be notified in writing by recorded delivery with acknowledgement of receipt within ten (10) days of the service being performed and/or the delivery of the materials to Heliview Conferences & Training , unless this is contrary to the principle of reasonableness and fairness.
4. Complaints do not give the Other Party the right to suspend fulfilment of its payment obligation to Heliview Conferences & Training .
5. If Heliview Conferences & Training considers that the complaint is justified, it will – at its own discretion – either, insofar as possible, correct any fault in the service provided, or replace the delivered materials on return of the originally delivered materials, or offer equitable compensation up to the invoiced value of the delivered materials to which the complaint relates. Heliview Conferences & Training will not be liable to pay any further compensation or to make good any consequential loss.
6. The Other Party does not have the right to refuse to take delivery of the materials, or to return them without the written approval of Heliview Conferences & Training . In the event the Other Party considers that the materials delivered by Heliview Conferences & Training do not conform with those that were sold to the Other Party, Heliview Conferences & Training must be given the opportunity to inspect the delivered materials.
7. Complaints relating to the invoiced price must be notified to Heliview Conferences & Training by recorded delivery with acknowledgement of receipt, within ten (10) days of the invoice date.

Article 14 Liability

1. Heliview Conferences & Training’s liability for all direct loss, damages and/or expenses caused by or connected with a shortcoming in the execution of the agreement will never exceed the net invoiced amount.
2. Heliview Conferences & Training can never be held liable for any indirect loss or for expenses caused by or directly connected with any defect in the delivered service or materials.
3. Heliview Conferences & Training will make every effort to perform the assignment correctly and in accordance with the agreements reached in this respect. Minor differences as defined in article 5 of these Conditions do not give the Other Party the right to refuse the service and/or the materials, unless these differences are such that they cannot reasonably be accepted by the Other Party.
4. Heliview Conferences & Training is not liable for damage which results from incorrect information provided by the Other Party.
5. Heliview Conferences & Training is not liable for the consequences of exceeding the deadline on which the assignment should have been performed.
6. Heliview Conferences & Training is not liable for damage or loss to equipment, documents, materials or other property of the Other Party which Heliview Conferences & Training has in its possession in order to execute the assignment. The Other Party is responsible for adequately insuring this property and ensuring that the cover continues.
7. Heliview Conferences & Training is not liable for misprints or typographical errors in brochures, handouts, manuals, user instructions, images and course materials, etc.
8. Heliview Conferences & Training is not liable for damage caused to the materials during transport.
9. Heliview Conferences & Training is not liable for (disappointing) participant numbers to the conferences or other events that it organises. Heliview Conferences & Training is not liable should a circumstance arise as listed in article 6 paragraphs 4 and/or 5 and/or 6 and/or 10.
10. The Other Party indemnifies Heliview Conferences & Training against all third party claims for compensation or damage, in respect of which these Conditions exclude liability for Heliview Conferences & Training unless such damage is the result of the gross negligence or an intentional act or omission on the part of Heliview Conferences & Training.

Article 15 Force Majeure

1. For the purposes of these Conditions, force majeure will be taken to mean any circumstance which occurs independent of Heliview Conferences & Training’s will – even if this could have been foreseen at the time at which the agreement was entered into – which hinder or obstruct the fulfilment of the agreement permanently or temporarily as well as – insofar as such is not included therein – very poor weather
  conditions, large ,traffic jams, (flu) epidemic(s), (civil) war, war risk, labour or other strikes, lock out, transport difficulties, fire and other serious disruptions to Heliview Conferences & Training’s or its supplier’s businesses operations. In this provision, force majeure will be taken to mean, inter alia, the cancellation of a reservation of the location where the conference is to take place.
2. If Heliview Conferences & Training is unable to fulfil or property fulfil its obligations as the result of force majeure, as described in paragraph 1 of this article, those obligations will be suspended until Heliview Conferences & Training is once more able to execute the agreement in the agreed manner.
3. In the event that Heliview Conferences & Training has already partially fulfilled its obligations or can only partially fulfil its obligations when the period of force majeure commences, Heliview Conferences & Training will be entitled to submit a separate invoice for that part of the order that has been or can be delivered. The Other Party is then obliged to settle the said invoice as if it were related to a separate agreement.
4. If it transpires that Heliview Conferences & Training is not able to fulfil its obligations vis-a-vis the Other Party within a reasonable period of time as the result of an event as described in paragraph 1 of this Article, both Heliview Conferences & Training and the Other Party will be entitled to dissolve the agreement concluded between them without Heliview Conferences & Training being liable to pay the Other Party any compensation for any loss or damage connected with such dissolution.

Article 16 Target figure

1. When organising a conference, trade fair, seminar, study trip, etc., Heliview Conferences & Training always aims for a minimum number of end users of 90% of the total number of participants.
2. When organising a conference, trade fair, seminar, study trip, etc. Heliview Conferences & Training always aims for a minimum total number of participants to be present, which is communicated in writing for each conference, trade fair, seminar, study trip, etc.

Article 17 Personnel

During the term of an assignment to be executed by Heliview Conferences & Training , as well as for a period of 12 months after Heliview Conferences & Training has sent the final invoice, Heliview Conferences & Training and the Other Party mutually undertake not to recruit any employees, or to make use of their services in any other way, who during the aforementioned period were in the employment of or working on behalf of Heliview Conferences & Training or the Other Party, which is on penalty of an immediately payable fine of €100,000.00, which is not susceptible to being discounted or offset.

Article 18 Confidentiality

Heliview Conferences & Training and the Other Party undertake reciprocally to maintain total confidentiality in respect of third parties regarding all of one another’s
business matters of which each party became aware as a result of the assignment or execution of the agreement, in the broadest sense. However, Heliview Conferences & Training has the right to announce to third parties that it has received an order from the Other Party.
Each party will take all reasonable precautions to protect the secrecy of information of a sensitive nature received from the Other Party.

Article 19 Lien

Heliview Conferences & Training is entitled to suspend the delivery of items to the Other Party or third parties as part of the assignment until the time at which all payments have been made to Heliview Conferences & Training .

Article 20 Applicable Law and Choice of Court

1. Dutch law is applicable to these Conditions and to all agreements which are subject or partially subject to these Conditions, and to all follow-up agreements which ensue from such agreements.
2. These Conditions are written in the Dutch language. When these Conditions are translated into a different language, the Dutch-language version shall be deemed the authentic one and the terms used should be read and interpreted within the context of the Dutch legal system.
3. Any disputes that may arise further to these Conditions or an agreement, to which these Conditions apply or partially apply, or further to other agreements which result from such agreements, shall in principle be settled by the competent court in the judicial district of Breda, unless Heliview Conferences & Training for reasons of its own opts to call the Other Party before the competent court where it has its registered office.

Breda, 1 Aug 2017,
Heliview Conferences & Training B.V.