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