General Terms and Conditions

20220825

  1. Definitions
    1. In these General Terms and Conditions, the terms used below are defined as follows:
      • Accommodation: the (group) space(s) in the immovable property or part of an immovable property to which the use (in line with the Customer’s programme) during an Event applies;
      • General Terms and Conditions: these General Terms and Conditions;
      • Services: all services provided by Venwoude to the Customer, including but not limited to making the Accommodation available, carrying out catering, arranging for overnight stays and providing support during planning and marketing;
      • Event: the date or dates on which the Customer makes use of Venwoude’s Services;
      • Guests: the participants who have registered for the Event via the Customer;
      • Customer: the natural person or legal person of the partnership of natural and/or legal persons or the intermediary or representative acting on behalf of these who instructs Venwoude to provide the Services;
      • Mission: facilitation of Events that increase awareness (in the broadest sense of the word) in the world;
      • Offer: the offer and/or the event calendar and/or the printout from the booking system;
      • Agreement: the legal relationship between Venwoude and the Customer, such in the broadest sense of the word;
      • The Parties: Venwoude and the Customer;
      • Venwoude: the user of these General Terms and Conditions and the party that contracts with the Customer, being: Stichting Onderwijs Integratieve Lichaamstherapie (SOIL), with its registered office at Vuurse steeg 1, 3749 AN in Lage Vuursche, registered in the register of the Chamber of Commerce under number 310333012.
  1. Applicability
    1. These General Terms and Conditions apply to all Agreements concluded between the Customer and Venwoude, Offers and promotions in which connection Venwoude offers or provides Services;
    2. The General Terms and Conditions also apply to additional or amended orders placed by the Customer;
    3. In the event all or part of one or more provisions of these General Terms and Conditions are declared void, such will not affect the applicability of the other provisions. If this is the case, the Parties will consult concerning new provisions to replace the provisions that were declared void. The purpose and purport of the original provisions will be observed as much as possible in this connection.
  1. Proposal and offer
    1. All Venwoude proposals and/or Offers are without obligation, unless expressly indicated otherwise. Venwoude has the right to withdraw all Offers at any time, also if the Offer includes a term for acceptance.
  1. Agreement
    1. The Agreement is concluded by means of the written signing of the Offer by the Customer or by written confirmation of the Offer by e-mail.
    2. If the Customer makes notes or provides a response to the Venwoude Offer, these will not form part of the Agreement unless Venwoude confirms them in writing. In the event acceptance (concerning subordinate points or otherwise) deviates from the offer made in the Offer, Venwoude will not be bound by these. If this is the case, the Agreement will not be concluded in accordance with this deviating acceptance, unless Venwoude indicates otherwise.
    3. An order placed by the Customer that is not preceded by a written Offer must be accepted in writing by Venwoude.
    4. In the event cost-increasing circumstances occur between the date of the conclusion of the agreement and its performance as a result of legislation and regulations, currency fluctuations, price changes at third parties or suppliers engaged by Venwoude, Venwoude reserves the right to increase the agreed price accordingly and charge this increased price to the Customer after Venwoude has communicated this to the Customer and has substantiated the price change.
    5. In the event Venwoude sends confirmation to the Customer, it will be decisive for the content and interpretation of the Agreement subject to obvious errors in writing.
  1. Performance and amendment of the Agreement
    1. Venwoude will endeavour to provide the Services to the best of its knowledge and abilities. It will comply as strictly as possible with the arrangements made in the Agreement, on the understanding that minor instances of terms being exceeded will never lead to any form of compensation. All expenses incurred by Venwoude within the context of the performance of the Agreement at the request of the Customer are for the Customer’s account, unless the Parties have expressly agreed otherwise in writing.
    2. If it becomes clear during the performance of the Agreement that its proper performance requires that it is amended or supplemented, Venwoude has the right to amend the Agreement in consultation with the Customer.
    3. Changes to the Services to be provided may be implemented by Venwoude if and in so far as these have been notified to Venwoude two weeks before the start of the Event and these changes have been approved in writing by Venwoude in advance.
    4. Approval or rejection of changes by Venwoude as referred to in article 5.3 does not affect the obligations of the Customer pursuant to the Agreement.
    5. Failure to perform the amended Agreement or failure to perform it with immediate effect does not constitute breach of contract on the part of Venwoude and does not provide a ground for the Customer to terminate or dissolve the Agreement, unless the parties agree in writing on a date when the amendment will become effective.
  1. Obligations of the Customer
    1. The Customer must use the (group) space and items of property given in use in accordance with the intended purpose indicated in advance. The Customer is liable for damage caused to the (group) space or the items of property given in use during the Event. Changes to the (group) space or the items of property given in use are not allowed, unless Venwoude has approved these in writing.
    2. The Customer and its Guests must comply with the internal and other rules adopted by Venwoude. The Customer is liable for damage that arises from a breach of these internal and other rules. These internal and other rules have been attached/can be found at www.venwoude.nl/huisregels.
    3. Both parties are responsible for the safety of the Guests who participate in the activities organised by Customer. The Customer is obliged to arrange for supervisors of the activities organised by it who hold a Company Emergency Response (BHV) and a first-aid diploma, unless deviating arrangements have been made in this connection. The Customer is primarily responsible for the safety of the Guest in the Accommodation where the activities of the Customer take place. Venwoude is primarily responsible for the safety of the Guest in all public spaces and the outer terrain. This includes the provision of the necessary materials, providing first aid, evacuation of the Accommodation, combating starting fires, and alerting, receiving and informing the emergency services.
  1. Renting the Accommodation
    1. The Accommodation may be occupied on the agreed date of arrival at the agreed time. The Accommodation must be vacated on the agreed date of departure at the agreed time.
    2. The Accommodation must be vacated at the end of the agreed period of use and have been returned to the condition in which it was received, unless deviating written arrangements have been made in this connection.
    3. During the term of the Event, the Customer must use the Accommodation actually, properly and itself, in accordance with the designated use, times and regulations set out in the Agreement, with due observance of the rights of Venwoude and/or third parties.
    4. Venwoude is obliged to comply with and facilitate the provisions of the law, including the Working Conditions, municipal bylaws, customs relating to renting and letting, regulations from the (semi) public sector, from public utility companies and insurers, the rules of Bureau Sprinklerbeveiliging (in so far as applicable).
    5. In the event Venwoude is obliged to implement changes to its products and services on the basis of the obligation under article 7.4, Venwoude will inform the Customer thereof. The Parties will attempt to execute the Events that have already been scheduled in mutual consultation. Venwoude has the right in this connection to implement a minimum and maximum capacity. Venwoude will inform the Customer of the changes to its products and services also after force majeure no longer applies, and the Parties will attempt to execute properly the Events that have already been scheduled.
    6. The Customer is obliged to comply with the provisions of the law (including the Working Conditions Act), municipal bylaws, customs relating to renting and letting, regulations from the (semi) public sector, from public utility companies and insurers, the rules of Bureau Sprinklerbeveiliging (in so far as applicable) as well as the oral and written instructions issued by or on behalf of Venwoude in the interest of the proper use of the Accommodation and the immovable property of which the Accommodation forms part. This also includes instructions with respect to maintenance, noise levels, order, fire safety and the proper performance of the installations or the building or the complex of which the Accommodation forms part. The emergency exits, access to fire hoses, fire extinguishers, fire hydrants and first-aid facilities must always be kept clear.
    7. The Customer must be aware of the Accommodation’s Emergency and Evacuation Plan.
    8. The Customer must report any damage caused to the Accommodation by the Customer and/or its Guests to Venwoude as soon as the Customer becomes aware of this.
    9. The use of the equipment present and other movable property is for the account and risk of the Customer and/or the Guests. The materials and other movable property used must be placed back in the designated places after they have been used by the Customer and/or the Guests.
    10. The Customer is liable for all damage caused to the Accommodation and the immovable property used by the Customer and/or the Guests that arose during the use of the Accommodation under the Customer’s supervision.
    11. If the Accommodation is extremely polluted after the agreed period of use has ended, Venwoude will have the right to charge the cleaning costs to the Customer. Venwoude may demand a security deposit from the Customer. The security deposit will be refunded if Venwoude considers that the Accommodation was left behind properly. Any entitlement to compensation on the part of Venwoude will not lapse as a result of this compensation.
    12. In the event the rules included in these General Terms and Conditions are breached and/or in the event the instructions issued by employees are not complied with (strictly), the Customer will be informed of the rules once more. After this warning, Venwoude will have the right to remove the Customer and/or the Guests from the Accommodation and related site with immediate effect, without refunding the invoice amount or part thereof.
    13. If there are strong indications that the Customer does not comply with the rules included in these General Terms and Conditions and the Customer has been informed thereof, Venwoude will have the right to access the Accommodation for the purpose of checking compliance with the paragraph above.
  1. Use of movable property
    1. This article applies to movable property that is used by the Customer and/or Guests during the Event.
    2. Venwoude has the right to charge a security deposit. The security deposit will be refunded if and in so far as Venwoude considers that all items of property have been left behind undamaged and in their original condition.
  1. Complaints procedure
    1. Any complaints concerning the performance of the agreement in the broadest sense of the word must be communicated within at most 14 days after the end of the Agreement so that Venwoude is enabled to investigate and resolve the complaints.
    2. If the complaints are not notified to Venwoude within the aforementioned term, the Accommodation and any items of property given in use will be deemed to comply with the agreement and Venwoude will have the right to assume that the agreement has been performed satisfactorily.
    3. The expression or submission of complaints does not suspend the Customer’s payment obligation.
    4. In case of a well-founded complaint, Venwoude will arrange, free of charge, for repair or replacement of the item of property or a refund or reduction of the agreed price.
  1. Suspension and dissolution of the Agreement
    1. Venwoude has the right to suspend compliance with the obligations or to dissolve the Agreement if the Customer does not comply with the obligations under the Agreement or fails to do so fully or in time, or if Venwoude has well-founded reasons to fear that the Customer will fail to comply with those obligations.
    2. Venwoude furthermore has the right to dissolve the Agreement in case of circumstances that are such in nature that performance of the Agreement is impossible or unaltered maintenance of the Agreement cannot reasonably be expected. This applies in any event, but not exclusively, if:
      • Venwoude has a well-founded fear that public order will be disrupted;
      • There are indications that the Event to be held is different in nature than what might have been expected on the basis of the Customer’s announcement to its participants (e.g. by means of its website) or on the basis of the capacity of the Customer and/or its Customers and Venwoude would not have concluded the Agreement had it been aware of the true nature of the Event. In the event Venwoude exercises this right, the Customer will be obliged to pay the cancellation charges in accordance with the regulation in article 11.5; and/or
      • the Customer does not make (full) payment, without prejudice to Venwoude’s entitlement to (additional) compensation.
    3. In the event the Customer fails to comply with its obligations arising from the Agreement and such failure justifies dissolution, Venwoude will have the right to dissolve the Agreement forthwith and with immediate effect without any obligations on its part to pay any compensation or provide any indemnification, while the Customer will be obliged to pay compensation in connection with breach of contract.
    4. In the event one of the Parties has applied for a suspension of payment, applies for its own bankruptcy, its bankruptcy has been applied for or pronounced, the business of the Party has been liquidated or terminated other than for the purpose of a merger/acquisition, or an attachment is levied against a considerable part of the Party’s assets, both Parties will have the right to dissolve the Agreement forthwith, without judicial intervention and with immediate effect, without any obligation on its part to pay any compensation, while the other Party will be obliged to pay compensation or provide indemnification in connection with breach of contract.
    5. In the event Venwoude attributably fails to comply with its obligations arising from the Agreement, it will first be given detailed written notice of default affording a reasonable term of 30 days to comply as yet, before the Customer is allowed to dissolve the Agreement.
  1. Amendment and cancellation
    1. Unless the Parties have expressly agreed otherwise in writing, the number of Guests indicated by the Customer may be changed free of charge within the maximum capacity of the room:
      • up to 14 days before the agreed provision of the Service, unless the definitive number of Guest falls below the minimum capacity of the Accommodation and as long as the room availability permits it;
      • 14 days before the agreed provision of the Service, the definitive number of Guest will be determined and validated by Venwoude on basis of the information provided by the Customer
      • within 14 days before the agreed provision of the Service, provided the change remains within a maximum of 3 Guests, unless the definitive number of Guest falls below the minimum capacity of the Accommodation and as long as the room availability permits it;
      • when the number of definitive Guests within 14 days before the agreed provision of the Service changes by more than minus 3, Venwoude will charge Customer the residence and accommodation cost of the definitive number of Guest minus 3 or the minimum capacity of the Accommodation;
      • when the number of definitive Guests within 14 days before the agreed provision of the Service changes by more than plus 3, Venwoude will charge Customer the residence and accommodation cost of the definitive number of Guests plus 25 euro excluding VAT for the additional administration cost for every person above a surplus of three Guests. Venwoude can only accommodate a surplus of Guest when the room availability and resources permit it.
    2. Venwoude has the right to charge additional costs to the Customer in connection with the efforts it has to make if more than 3 Guests are added within 48 hours before the provision of the Service.
    3. Venwoude will endeavour to add the desired number of Guests, but the addition is always subject to approval by Venwoude. Venwoude has the right to withhold this approval.
    4. Termination by the Customer is only possible in writing and thereafter it will be obliged to pay the fees set out below to Venwoude:
      • the Customer does not owe any fee in case of termination up to 26 weeks before the agreed date of arrival;
      • the Customer owes 10% of the agreed price in the order confirmation in case of termination within 26 weeks before the Event;
      • the Customer owes 20% of the agreed price in the order confirmation in case of termination within 16 weeks before the Event;
      • the Customer owes 50% of the agreed price in the order confirmation in case of termination within 8 weeks before the Event;
      • the Customer owes 75% of the agreed price in the order confirmation as well as 50% of the accommodation cost of the reserved rooms, in case of termination within 4 weeks before the Event;
      • the Customer owes 100% of the agreed price in the order confirmation as well as 100% of the accommodation cost of the reserved rooms, in case of termination within 2 weeks before the Event;
    5. If the Customer does not arrive on the agreed date without prior cancellation, it will owe Venwoude the entire invoice amount.
    6. If the use of the Service is terminated before the agreed term has ended, the Customer will not be entitled to a refund of the invoice amount.
    7. Venwoude retains the right to terminate the Agreement if continuation cannot reasonably be expected of it. This applies in any event if continuation of the Agreement on the part of the Customer is no longer in keeping with the Mission.
  1. Costs, honouring and payment
    1. Venwoude has the right to charge 10% of the costs agreed in the Agreement as a down payment, unless agreed otherwise. In the event the Customer terminates before the start date of the Service, the Customer will not be entitled to a refund of this amount.
    2. Venwoude has the right to remedy obvious errors in writing in the quotation.
    3. Payment must take place at the latest on the due date stated in the invoice in question, but in any event at the latest before the start of the Event.
    4. The Customer is obliged to inform Venwoude immediately of inaccuracies in the payment details stated or provided.
    5. The Customer is in default by operation of law if payment is not made before the invoice date. The Customer owes statutory interest from the moment of default until the full amount has been paid. If Venwoude decides to collect the claim judicially, the Customer will also owe extrajudicial collection costs in accordance with the Extrajudicial Collection Costs (Fees) Decree that applies at that time.
    6. Venwoude has the right at all times to set off payments made by the Customer against (older) claims of Venwoude against the Customer. The Customer requires Venwoude’s express, written approval before it is allowed to set off.
    7. Venwoude’s administration or systems are guiding at all times and constitute conclusive evidence concerning all disputes that arise within the Parties’ legal relationship, without prejudice to the Customer’s right to provide evidence to the contrary. The Customer is free to provide evidence to the contrary by all means available to it, including the documents and data from the Customer’s administration.
  1. Liability
    1. Venwoude is not liable for indirect losses, including but not limited to consequential losses, lost profit and missed savings.
    2. Venwoude is not liable for direct losses in case of a failure to comply with obligations arising from the Agreement or a failure to do so in time:
      1. for losses caused by force majeure within the meaning of article 14;
      2. for losses in case the Customer provides incorrect information or provides information too late;
      3. for losses that have arisen as a result of inexpert use or use in contravention of the operating instructions or regulations issued by or on behalf of Venwoude;
      4. for damage to or caused with vehicles of the Customer or its Guests at the Venwoude site;
      5. for losses resulting from the loss, theft or damage caused to the property of the Customer or its Guests.
    3. The Customer indemnifies Venwoude against claims from third parties and the Guests related to the Services and for which the Customer is liable under these General Terms and Conditions. The Customer is liable for losses sustained by Venwoude as a result of the acts and/or omissions of the Guests provided for in these General Terms and Conditions.
    4. In the event Venwoude is held liable, it will only be liable for direct losses that are actually sustained, paid or incurred by the Customer as a result of a demonstrable failure to comply with Venwoude’s obligations with respect to the Services.
    5. If the Customer is held liable, this liability will be limited to direct losses incurred, covered or sustained by Venwoude as a result of a demonstrable failure to comply with the Customer’s obligations with respect to the Services.
    6. In all cases, the liability of both parties is limited each time to the amount paid out under the liability insurance, whereby the insurance cover amounts to no less than EUR 1,000,000. If and in so far as no payment is made under the liability insurance, the liability of both parties is limited to the invoice amount of the Event in question or, at any rate, that part of the Event to which the liability relates. Non-payment by the insurer may not result from a procedural error or non-payment of the insurance premium.
    7. The term within which both parties can be held liable for compensation of losses that have been established is limited in any event to 6 months, calculated from the moment at which the payability of the compensation is established.
    8. The limitation of liability as set out in this article does not apply in case of intent or wilful recklessness on the part of Venwoude.
  1. Force majeure
    1. Force majeure is defined as all outside causes, beyond the control and not resulting from Venwoude’s actions, as a result of which timely, full or correct performance of the Agreement is no longer possible.
    2. Force majeure as referred to in the previous paragraph includes but is not limited to: non-performance by a third party, abnormal weather conditions, disruptions in the supply of water and power, strikes, serious breakdowns in Venwoude’s systems, Customer’s systems or third-party systems used by Venwoude, bankruptcy of third parties used by Venwoude, fires, floods, natural disasters, epidemics and/or pandemics, riots, war, or other domestic unrest.
    3. In case of force majeure, Venwoude will suspend performance of the Agreement for as long as force majeure persists.
    4. In the event performance has become permanently impossible, both Parties will have the right to dissolve the Agreement without court intervention. If this is the case, the Agreement will be dissolved for the part that was not yet performed.
    5. If the permanent impossibility of performance merely concerns an Event, the Parties will have the right to dissolve the Agreement in part without court intervention in so far as it concerns the Event/Events in question. Such dissolution is not possible until the Parties failed to reach agreement concerning an alternative date for the Event/Events during prior mutual consultation.
    6. In case of dissolution on the basis of force majeure, neither of the Parties will be entitled to compensation of losses resulting from the dissolution. If and in so far as the Agreement is dissolved on the basis of force majeure, the Customer will only be obliged to reimburse to Venwoude its expenses. Expenses include at least but are not limited to the costs of preparation such as power, personnel, inventory and stock expenses.
  1. Confidentiality of information
    1. Each Party guarantees that all information received from the other Party in respect of which it is known or should be known that it is confidential in nature remains secret. The Party that receives confidential information will only use it for the purpose for which they were provided. Information is considered confidential in any event if they have been designated as such by one of the Parties.
    2. Neither party can be held to this if the disclosure of information to a third party is necessary pursuant to a court order, a statutory regulation or for correct performance of the agreement.
    3. The personal information provided to Venwoude are handled with due care and in confidence. Information is used exclusively for the indicated purpose. Venwoude complies in this connection with the applicable privacy legislation, in particular the General Data Protection Regulation.
    4. If the Customer agrees to these General Terms and Conditions, the Customer also agrees to the processing of personal data of the Customer and its participants by Venwoude.
  1. Intellectual Property
    1. The Parties will respect each other’s intellectual property rights and they will not be allowed to use any protected materials, such as teaching materials, photos [supplement], without the express consent of the Party that holds the intellectual property rights vested in these materials.
    2. Venwoude has the right to use the Customer’s name and logo for promotional purposes. The Customer will always be asked to consent in advance. The Customer will not withhold the consent referred to in the previous sentence on the basis of unreasonable grounds.
    3. The Customer has the right to use the Venwoude name and logo for promotional purposes. The Customer will always request consent in advance. Venwoude will not withhold the consent referred to in the previous sentence on the basis of unreasonable grounds.
  1. Final provisions
    1. The legal relationship between Venwoude and the Customer is governed by Dutch law.
    2. All disputes that may arise between Venwoude and the Customer will be settled by the competent court of the Midden-Nederland District Court.