architour

General Terms and Conditions of architour VOF, located at Utrechtsedwarsstraat 30B in Amsterdam, registered with the K.v.K. under number 71387331.

Article 1: Definitions
In these general terms and conditions, the following definitions shall apply:
- architour: the company that organises and carries out tours, programmes or activities. For the execution of the Agreement, architour may engage third parties. For the purposes of the provisions of Article 3, Article 4.2, Article 4.4, Article 6.2 and Article 7.4 of the General Terms and Conditions, the definition of architour shall also include third parties engaged by architour, including guides and external parties such as hotel and catering entrepreneurs.
- Client: any legal entity or natural person, whether or not acting in the course of a business or profession, who commissions architour to perform any work.
- Agreement: agreement between the Client and architour.
- Production date: the (first) day on which the event and/or package to be organised or carried out by architour under the agreement will take place.
- Consumer: a natural person not acting in the exercise of any business or profession.
- Tour: a tour, programme or activity organised and carried out by architour, with or without the assistance of third parties engaged by architour. A Tour may take place in an open group or in a closed group.
- Participant: a participant of a Tour

Article 2: Applicability of these terms and conditions
1. These conditions shall apply to every offer and every agreement to which architour has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties.

Article 3: Quotations
1. Orientating meetings and talks as well as quotations prepared by architour are without obligation, unless otherwise agreed in the orientation interview.
2. Unless otherwise stated, the prices quoted in the quotation are exclusive of VAT, transport costs and any travel and accommodation expenses necessary for the execution.
3. architour has the right to pass on interim changes in the cost price to the client as a result of changes in regulations, government levies or other government measures. Recharging as a result of interim changes in the cost price other than by the government shall entitle the client to dissolve the agreement insofar as the reason for recharging lies within three months of the conclusion of the agreement and architour actually proceeds to recharge. Foreign currency shall be passed on at the daily exchange rate applicable on the invoice date.
4. Following a request for a Tour, architour shall send a written offer to the client. The client must indicate in writing within the period stated in the offer whether it accepts architour’s offer. Architour then checks the availability of guides and other services on the requested date and confirms the booking.

Article 4: Execution of the Agreement
1. The agreement shall be established by the client accepting architour’s offer in writing by signature and by architour subsequently confirming the booking in writing.
2. architour shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
3. With the conclusion of the Agreement, the Client’s payment obligation is fixed and the Client is not entitled to a refund of any amount already paid.
4. architour is entitled to determine the maximum number of participants per Tour. architour shall inform the Client accordingly.
5. If the Agreement relates to a private group, the Client undertakes to provide architour with the final number of Participants at least 7 days before the agreed date of a Tour. From that moment on, the number of Participants is fixed and no changes to the programme or reservations are possible. Client can also not claim a refund for cost changes due to a lower number of Participants from that moment onwards.
6. The client shall ensure that all information which architour indicates is necessary or which the client should reasonably understand is necessary for the performance of the agreement is provided to architour in good time. If the information required for performance of the Agreement is not provided to architour in good time, architour shall have the right to suspend performance of the Agreement and/or to charge the client for the additional costs arising from the delay at the usual rates.
7. Client guarantees that each Participant has taken note of all relevant obligations under the

8. architour is not liable for damage, of whatever nature, resulting from incorrect and/or incomplete information provided by the client, unless such incorrectness or incompleteness should have been known to architour.

Article 5: Representation
1. If and insofar as required for the proper performance of the Agreement, architour has the right to have certain work performed by third parties.
2. In the event that architour is required to enter into agreements with third parties for the proper performance of the Agreement, it shall act as the indirect representative of the client. architour has the right to charge a mediation fee for this.
3. architour shall, to the best of its ability and in accordance with what is reasonable and fair, endeavour to ensure fulfilment of the obligations arising from agreements as referred to in the previous paragraph, without, however, being obliged to take legal action against such third parties.
4. Paragraphs 1 to 3 apply insofar as they are not in conflict with the mandatory provisions of articles 7:425 to 7:427 of the Dutch Civil Code or any subsequent mandatory regulations applicable to a mediation agreement.

Article 6: Amendment of the Agreement
1. Adjustment wishes in the programme or services can be reported to architour up to 2 weeks before the date of the Tour. Adjustments to the Agreement are valid only after they have been confirmed in writing by architour.
2. If, during the performance of the Agreement, it appears that for proper performance it is necessary to change or supplement the work to be performed, the parties shall promptly and in mutual consultation adjust the Agreement accordingly.
3. If the parties agree that the Agreement will be amended or supplemented, the time of completion of the execution may be affected as a result. architour shall inform the Client as soon as possible.
4. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, architour shall inform the Client in advance. If a fixed price and/or a fixed fee has been agreed, architour shall indicate the extent to which the amendment or supplement to the Agreement will result in an increase in this price and/or this fee.
5. Notwithstanding paragraph 3, architour shall not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to architour.
6. If the Client wishes to terminate the agreement prematurely, this shall not release the Client from its payment obligation and the Client shall not be entitled to a refund of any fee already paid or yet to be paid.

Article 7: Confidentiality
Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or results from the nature of the information.

Article 8: Intellectual property
1. architour reserves the rights and powers to which it is entitled under the Copyright Act.
2. All documents provided by architour, such as reports, programmes, brochures, advice, designs, sketches, drawings, software, etc., are intended exclusively for use by the client and may not be reproduced, made public or brought to the notice of third parties by the client without the prior consent of architour.
3. architour also reserves the right to use the knowledge gained from the execution of the work for other purposes, as long as no confidential information is disclosed to third parties.

Article 9 Termination
1. If the client is not acting in the course of a business or profession, the following shall apply:
a. Both parties may terminate the Agreement at any time. Termination by architour must however give reasons.
b. If the Client cancels the order after the Agreement has come into effect, it shall owe the percentage of the agreed sum — as stated in the Agreement — mentioned below, depending on the time of cancellation;
c.
- 50% for cancellation within 60 days before the production date
- 75% for cancellation within 30 days before production date
- 100% for cancellation within 14 days before production date.
If the time of cancellation is more than 60 days before production date, the Client shall owe architour the organisation fee explicitly stated in the Agreement.

2. If Client acts in the course of a business or profession, the following applies:
a. Either party may terminate the Agreement at any time, provided the termination is in writing and supported by reasons.
b. The provisions under paragraph 1 b and c shall apply mutatis mutandis.

Article 10: Dissolution of the Agreement
architour’s claims against the Client shall be immediately due and payable in the following cases:
- circumstances coming to the knowledge of architour after the conclusion of the Agreement give architour good reason to fear that the Client will not comply with its obligations;
- if when concluding the agreement architour has asked the client to provide security for performance and such security is not provided or is insufficient. In the above cases, architour shall be entitled to suspend further performance of the agreement or to dissolve the agreement, without prejudice to architour’s right to claim damages.

Article 11: Complaint periods
1. Complaints about the work performed must be reported in writing to architour by the client within 8 days of discovery, but no later than 8 days after completion of the work in question.
2. If a complaint is justified, architour shall still perform the work as agreed, unless this has meanwhile become pointless for the client. The latter must be made known by the client. If performance of the agreed service is no longer possible or worthwhile, architour shall only be liable within the limits of Article 14.

Article 12: Payment
1. Payment must be made within 14 days of the invoice date. After the aforementioned term has expired, the client shall be in default. From the moment of default, the client shall owe interest on the amount due equal to the statutory interest rate plus two percentage points, with a minimum of 12% per year.
2. In the event of Client’s liquidation, bankruptcy or suspension of payments, Client’s obligations will fall due immediately.

Article 13: Collection costs
1. If Client is in default or breach of one or more of his obligations, all reasonable costs incurred to obtain payment extrajudicially shall be borne by Client. In any case, the client shall owe 15%. If architour demonstrates that it has incurred higher costs, which were reasonably necessary, such costs shall also qualify for reimbursement. .
2. The client shall be liable to architour for the legal costs incurred by architour in all instances, except where the client demonstrates that they are unreasonably high. This shall only apply if architour and the client are involved in legal proceedings relating to an agreement to which these general terms and conditions apply and a final court ruling rules against the client in its entirety or predominantly.

Article 14: Liability
1. Architour’s liability shall be limited to the amount of the price and/or fee (reasonably expected) owed by the Client.
2. Furthermore, architour’s liability shall be limited to direct damage arising from non-performance, late performance or improper performance of the Agreement. Furthermore, architour shall in no way be liable for consequential damage, such as loss of profit.
3. The limitations of liability included in these terms and conditions shall not apply if the damage is due to intent or gross negligence on the part of architour or its executive employees.
4. The client must notify architour of any claim for compensation immediately and no later than 8 days after the day on which the client became aware or should have become aware of the damage.
5. The limitation period for any legal claim for damages by the client is 18 months, commencing on the day following the day on which the damage-causing event occurred.
6. Each Participant takes part in a Tour at his/her own expense and risk. If Client and/or a Participant suffers damage as a result of a Tour, it cannot hold architour responsible or liable for this.

Article 15: Force majeure

1. Force majeure means circumstances which prevent fulfilment of the commitment and which cannot be attributed to architour. These shall include (if and insofar as these circumstances make performance impossible or unreasonably difficult): strikes; a general lack of the necessary raw materials and other items or services required for the realisation of the agreed performance; unforeseeable stagnation at suppliers or other third parties on which architour depends; the non-appearance of an artist due to illness; general transport problems.
2. architour shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after architour should have fulfilled its commitment.
3. architour shall, if possible, be entitled to provide reasonable substitute performance. If architour provides a reasonable substitute performance, the client shall not be entitled to a discount on the agreed price and/or fee. Furthermore, the client is not entitled to dissolve the agreement.
4. During force majeure, architour’s obligations shall be suspended. If the period in which fulfilment of architour’s obligations is not possible due to force majeure lasts longer than 1 month, both parties shall be entitled to dissolve the Agreement without any obligation to pay damages.
5. If architour has already fulfilled part of its obligations when force majeure arises, or can only partially fulfil its obligations, it shall be entitled to invoice separately the part already fulfilled or executable and the client shall be obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already performed and/or executable part has no independent value.

Article 16: Settlement of disputes
1. Notwithstanding the statutory rules for the competence of the civil courts, any dispute between architour and the client in the event that the court has jurisdiction shall be settled by the District Court in Amsterdam. architour shall, however, remain competent to summon the client to appear before the court competent under the law or the applicable international treaty.
2. If the client is a consumer or if three or fewer persons are employed in his business or practice (including the client himself), the client shall have the right, for one month after architour has invoked this provision in writing, to opt for settlement of the dispute by the civil court competent under the law.

Article 17: Applicable law
All legal relationships between the client and architour shall be governed by Dutch law.

Article 18: Amendments to the conditions
architour is entitled to amend these conditions. These amendments shall take effect on the announced date of entry into force. architour shall send the amended conditions to the Client in good time. If no time of entry into force has been announced, amendments shall take effect vis-à-vis the Client as soon as he has been notified of the amendment.

Amsterdam, 2023