Terms and Conditions
Queer at Work
1. Definitions In these general terms and conditions, the following definitions apply:
1.1. Offer: any form of offer made by Queer at Work to the Client, including but not limited to quotations, quotations, rates, and commitments;
1.2. General Terms and Conditions: these general terms and conditions that apply to all Assignments between Queer at Work and the Client;
1.3. Client: the party that enters into an Assignment with Queer at Work;
1.4. Assignment: the agreement concluded between Queer at Work and the Client for services to be provided or assignments to be carried out by Queer at Work.
2. General provisions
2.1. Queer at Work is a event and consulting agency
2.2. These General Terms and Conditions apply to all Offers and Assignments between Queer at Work and its Client. The applicability of the client’s general terms and conditions or purchase conditions is excluded.
2.3. Deviations from the General Terms and Conditions are only valid if they have been expressly agreed in writing.
2.4. All information and / or specifications provided with an offer, etc., are always approximate and are only binding for Queer at Work if this is expressly stipulated in writing.
2.5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the provisions of these General Terms and Conditions shall remain fully applicable. Queer at Work and the Client will then enter into consultations to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and scope of the original provisions.
3. Offer and Conclusion of Assignments
3.1. Offers from Queer at Work, made in whatever form, are without obligation unless a term for acceptance has been set in the Offer.
3.2. The Assignments between Queer at Work and the Client must be confirmed in writing by the Client. If written confirmation is not forthcoming and the Client nevertheless agrees that Queer at Work will start executing the Assignment, the content of the last Offer issued in this regard shall be deemed to have been agreed. Further verbal agreements only bind Queer at Work after they have been confirmed in writing (including e-mail) by Queer at Work.
3.3. The prices stated by Queer at Work are the target price, unless expressly agreed otherwise in writing. If cost-increasing circumstances do not attributable to Queer at Work occur, Queer at Work reserves the right to pass them on to the Client. Expected price increases will be reported to the Client as soon as possible.
3.4. Quotations and quotations are, unless otherwise stated, in euros, excluding VAT and other taxes or levies.
4. Obligations Queer at Work, execution of the agreement
4.1. In the event of storage and use, processing and processing of goods entrusted to Queer at Work by or on behalf of the Client, Queer at Work will use the same care that it uses in this regard with regard to its own goods.
4.2. Queer at Work will make every effort to carry out the Assignment carefully and to represent the interests of the Client (“best efforts'” is at the top of the scale and is generally seen that a party must do everything possible to safeguard and achieve a goal, even if the impact would be materially detrimental to the seeking party and even if there are material monetary costs associated with the action). Queer at Work will, if desired by the Client, keep the Client informed of the progress of the work. All this as far as can reasonably be expected from Queer at Work.
4.3. Queer at Work is entitled to shape the execution of the agreement at its own discretion, insofar as it only concerns the execution and not the core of the Assignment or the agreed result thereof. Queer at Work is entitled to engage third parties in the execution of the assignment.
4.4. If a term has been agreed by the parties for the delivery of the Assignment, this period will never count as a deadline, unless the delivery of the Order is explicitly bound to a certain date (for example when organizing an event).
4.5. The statement by the Client of (the correctness of) sizes, specifications and/or other information related to the execution of the agreement is at the risk of the Client.
4.6. The Client shall take care of the application for permits, approval of designs, compliance with technical, architectural or fire safety regulations. The Client is responsible for assessing whether the Client’s plans comply with applicable regulations, whether by the government or otherwise. If, contrary to the foregoing in this article, the Parties agree that Queer at Work will apply for a permit or approval, Queer at Work will make every effort to do so, but will not be held responsible for the result. Failure to obtain permits will not result in work already performed not being reimbursed.
4.7. If the Client engages third parties, or requests Queer at Work to engage third parties, in the context of the execution of the Assignment, this will be done at the expense and risk of the Client. If the Client requests Queer at Work to engage third parties in the context of the execution of the Assignment, and/or Queer at Work requests these third parties to manage or supervise, Queer at Work will charge a reasonable fee to the Client for this.
4.8. Work that is not mentioned in the Offer will be considered as additional work and will be charged separately to the Client by Queer at Work.
4.9. All materials and digital information that relate to the assignment and that must be made available to Queer at Work in this context will be transferred to Queer at Work on first request, but only after the Client has fulfilled all its obligations towards Queer at Work. The costs for the data carriers required for this purpose shall be borne by the Client.
4.10. Queer at Work treats the client’s data confidentially. These will not be made available to third parties, unless Queer at Work is legally obliged to do so, or if this is necessary for the provision of the services. Of course, Queer at Work complies with the applicable privacy regulations.
5. Obligations of the Client
5.1. The Client shall provide Queer at Work with all information deemed necessary by Queer at Work for the execution of the Assignment and do all that is reasonably necessary or desirable to enable the correct execution of the Assignment by Queer at Work. Late delivery of the data by the Client may lead to suspension of the deadline for delivery of the Order.
5.2. The Client shall ensure that goods, materials and location made available by it meet reasonable safety requirements. The Client shall take sufficient measures at its own expense to guarantee the safety of artists, employees and visitors of an event / activity organized or carried out pursuant to an Assignment.
5.3. If the Client does not take or has not taken sufficient measures to guarantee the safe execution of an event / activity, Queer at Work is entitled to cancel the event / activity in whole or in part, without the Client being able to claim any compensation or discount on the assignment sum agreed with Queer at Work.
5.4. If Queer at Work concludes an agreement with two or more persons or legal entities (so that there are several Clients), whereby these (legal) persons each owe the same performance (s) to Queer at Work, each of these (legal) persons is jointly and severally liable for the fulfilment of the obligations arising for them from that agreement towards Queer at Work.
5.5. The Client undertakes to insure, as far as possible, all risks associated with its activities and/or acts and/or omissions in connection with the execution of the Assignment, including the activities and/or acts and/or omissions of third parties engaged by it. Furthermore, the Client undertakes to ensure that under the aforementioned insurances, the employee(s) engaged by Queer at Work in the execution of the agreement and the goods made available by Queer at Work are co-insured. The Client is obliged to provide copies of the policies of the aforementioned insurances to Queer at Work on first request.
5.6. The Client is responsible for the payment of the Buma Stemra rights.
5.7. The Client is at all times responsible for all advertising in connection with the execution of the agreement, promotional expressions (including but not limited to advertisements), developed promotional concepts or ideas, invitations to events / activities, et cetera, regardless of whether the Client has been advised by Queer at Work about this and also regardless of whether all this has been carried out in whole or in part by Queer at Work.
5.8 The Client indemnifies Queer at Work against all claims from third parties (including, but not limited to, participants in and visitors to events / activities) in this regard during or in connection with the execution of the Assignment suffered by these third parties, unless (and insofar as) this damage is solely the result of intent or gross negligence on the part of Queer at Work or its managerial employees.
6. Retention of title and rights arising from the Assignment
6.1. All goods delivered by Queer at Work in the context of the Assignment remain the property of Queer at Work until the Client has fulfilled all obligations under the agreement(s) concluded with Queer at Work. The Client is not entitled to pledge the goods covered by the retention of title or to encumber them in any other way.
6.2. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to inform Queer at Work immediately.
6.3. The Client undertakes to insure the goods delivered under retention of title and to keep them insured against damage and thefts and to provide the policy of these insurances to Queer at Work at the request of Queer at Work.
6.4. Queer at Work is entitled to suspend the delivery of all that it has in the context of the execution of an agreement until all its claims have been paid, or until the Client has provided security for the satisfaction of the claims.
6.5. Unless expressly agreed otherwise in writing, all intellectual property rights arising from the Assignment, including but not limited to any (sketch) designs, formats, concepts and graphic design, are vested in Queer at Work. The working drawings, prototypes, models, design sketches, image carriers or other materials or files produced in the context of the Assignment remain the property of Queer at Work, regardless of whether they have been handed over to the Client or third parties.
6.6. Unless expressly agreed otherwise in writing, it is not part of Queer at Work’s Assignment to investigate the existence of third-party rights or rights of the Client with regard to the Assignment or the item to be delivered. By making materials or works of any kind available to Queer at Work within the framework of the Agreement, the Client gives Queer at Work unconditional permission to use these materials and works in any way whatsoever, insofar as this is reasonably required for the proper execution of the Agreement. The Client guarantees that materials and works provided to Queer at Work do not infringe any rights of third parties and indemnifies Queer at Work against claims, of whatever nature, from third parties in this regard.
6.7. The Client is not entitled to reuse the result of the Assignment without written permission from Queer at Work or to use it differently than for the agreed purpose as described in the Assignment.
6.8. Without the prior written consent of Queer at Work, the Client shall not register or have registered any intellectual property rights or domain names that are in any way related to the (execution of the) Agreement or the products or services delivered thereunder, the trade names, brands or (future) activities of Queer at Work or companies affiliated with Queer at Work.
6.9. Unless expressly agreed otherwise in writing, the Client is not permitted to transfer any right from the agreement with Queer at Work to third parties other than in the event of the transfer of its entire company. In this case, the rights under the agreement are only transferable if the Client has fulfilled its obligations towards Queer at Work or has provided sufficient security there.
6.10. Queer at Work is at all times entitled to (further) exploit or otherwise use all ideas, proposals, concepts, methods, etc. that are related to or arising from the Agreement and the products or services provided thereunder, in any way whatsoever.
6.11. Queer at Work reserves the right to use the result of the Assignment for promotional purposes and subsequent Assignments. Unless the Assignment does not lend itself to it, Queer at Work is entitled to have its name, on or with it, mentioned or removed.
6.12. After completing the Assignment, neither Queer at Work nor the Client have a retention obligation towards each other with regard to the materials or data used, with the exception of those items that the parties have made available to each other in the execution of the Assignment.
6.13. In the event that Queer at Work wishes to exercise its property rights indicated in this article, the Client gives unconditional and irrevocable permission in advance to Queer at Work and third parties designated by Queer at Work to enter all those places where the properties of Queer at Work are located and to take back those items. The Client is obliged to provide Queer at Work with all cooperation in this regard if Queer at Work wishes to make use of this right. Prior notice of default is not required for this purpose.
7. Liability
7.1 In the event of attributable shortcomings of Queer at Work in the execution of the Assignment, the Client will give Queer at Work the opportunity to deliver the agreed Assignment within a reasonable period of time. If Queer at Work still complies with that case in time within the set period, Queer at Work is not obliged to pay compensation.
7.2. Except for intent or gross negligence on the part of Queer at Work, Queer at Work is never liable for damage:
1. that has arisen because Queer at Work has assumed incorrect or incomplete data provided by or on behalf of the Client;
2. that has arisen as a result of following an instruction from the Client;
3. that has arisen due to hidden defects in goods or spaces made available by the Client or by hidden defects in the materials used in the context of the Assignment;
4. to matters of the Client that Queer at Work holds in the context of the Assignment;
5. which consists of business loss, consequential damage, delay damage (insofar as no deadline has been agreed), indirect damage or damage due to loss of profit.
7.3. Queer at Work cannot be regarded as having architectural or otherwise special technical knowledge by virtue of its business operations. Liability for damage due to lack of this type of knowledge at Queer at Work is excluded.
7.4. The total cumulative liability of Queer at Work is limited to the total agreed sum of the Assignment, or, if this amount is lower, the amount for which coverage is provided for the relevant damage under the liability insurance taken out by Queer at Work (and only to the extent that the insurer actually proceeds to payment).
7.5. A condition for any liability of Queer at Work is always that the Client has reported a shortcoming attributable to Queer at Work in writing to Queer at Work as soon as reasonably possible. Any liability lapses by the expiry of one year from the moment the Assignment is fulfilled.
7.6. After delivery by Queer at Work and acceptance by the Client, Queer at Work can never be liable for the damage resulting from the use of the delivered goods. By acceptance, the Client thus grants his agreement on the delivered goods.
7.7. Queer at Work will under no circumstances be liable for the content of advice provided by it in connection with the execution of the agreement that has been followed by the Client. These recommendations are entirely at the expense and risk of the Client. The word ‘opinions’ in this provision should be read in the broadest sense.
7.8. Queer at Work is not liable for damage caused by (a shortcoming or unlawful act/omission of) implementing service providers and/or suppliers, including the personnel of those service providers and/or suppliers, that Queer at Work has engaged.
7.9 The Client is jointly and severally liable for damage caused by the behaviour of its guests and/or employees.
7.10 The limitations and exclusions of liability included in this article 8 also apply to employees of Queer at Work and/or third parties engaged by Queer at Work.
8. Force majeure
8.1. Circumstances beyond the control and/or control of Queer at Work that are of such a nature that compliance with the agreement can no longer reasonably be required of Queer at Work to the full extent or to terminate the agreement in whole or in part and/or to suspend the execution thereof without any obligation to pay compensation (and while retaining the payment obligations on the Client).
8.2. Circumstances that justify an appeal to force majeure, as referred to in the previous paragraph of this article, include: weather conditions that are of such a nature that they prevent the execution of the agreement; non-delivery, incomplete and/or delayed delivery of suppliers, war, danger of war, measures taken by government bodies that make the execution of the agreement more difficult and/or costly than could have been foreseen at the conclusion of the agreement (including but not limited to the revocation, limitation or adjustment of permits) special social events, including, but not limited to, national mourning, that can reasonably make Queer at Work decide that the event / service / activity cannot take place, strikes and / or company occupations, epidemics, severe weather (code orange / red), traffic disruptions, loss or damage during transport, fire, theft, malfunctions in the supply of energy, internet malfunctions, defects in machines, everything both in the company of Queer at Work and with third parties from whom Queer at Work provides the necessary materials, must involve goods or goods, and furthermore all other causes, arise beyond the will and/or control of Queer at Work.
8.3. Only in the event that the Client concerns a natural person who is not acting in the exercise of a profession or business, Queer at Work can, by way of derogation from Articles 9.1 and 9.2, only invoke force majeure if the requirements mentioned in Article 75 of Book 6 of the Civil Code are met, meaning that force majeure occurs if the shortcoming is not due to the fault of Queer at Work and neither must be imputed to him by law, legal act or generally accepted opinion.
8.4. Queer at Work is not liable for the acts and omissions of visitors to an event/activity organized or carried out by Queer at Work pursuant to an agreement.
8.5. In the event of a non-attributable shortcoming of one of the parties, the other Party will not exercise its right to dissolve the Order until a period of two months has expired, unless a force majeure situation is permanent or a deadline is exceeded as a result.
9. Cancellation policy
9.1. In the event of cancellation, for whatever reason, including force majeure on the part of the Client, the Client is obliged to pay:
1) In case of cancellation up to 30 days before the start of the production date, 50% of the agreed offer.
2) In case of cancellation in the period between 30 days and 20 days before the start of the production date, 75% of the agreed offer.
3) In case of cancellation in the period within 20 days before the start of the production date 100% of the agreed offer.
10. Suspension/dissolution
10.1. Queer at Work is entitled to suspend the fulfilment of the obligations, with immediate effect, without judicial intervention and without regard to the matter, at its own discretion if: a. the Client fails, after a reasonable period of time, does not, does not comply with them in full or in a timely manner or Queer at Work has reasonable grounds to believe that the Client will not fulfil its obligations;
b. the client’s business has been seized, bankruptcy has been filed, suspension of payments has been granted, or for any other reason it is no longer able to dispose of its assets;
c. circumstances arise (including delay on the part of the Client) that make fulfillment of the Assignment permanently impossible or otherwise circumstances arise that cannot reasonably be required to maintain the Assignment unchanged.
10.2. Dissolution, suspension or termination of the Order pursuant to this article 11 shall not lead to any obligation to compensate Queer at Work for damage. The consequences of suspension, termination or dissolution are always at the expense and risk of the Client in the cases described above a) to c). 10.3. Suspension, dissolution or termination shall not affect the Client’s payment obligation for work already performed or costs incurred in the context of the Assignment. If the reason for suspension, termination or dissolution is attributable to the Client, the Client shall owe the compensation mentioned in the cancellation scheme (Article 10).
10.4. Queer at Work is always entitled to ask the Client to provide sufficient security for the fulfilment of its payment obligations and to suspend the execution of the Order until these securities have been provided.
11. Price and Payment
11.1. Payments must be made before the event takes place or, in cases discussed, 14 days after the invoice date to the bank account number provided by Queer at Work.
11.2. The Client shall make the payment due to Queer at Work without discount or compensation, except for set-off against deductible advances relating to the Assignment that it has provided to Queer at Work.
11.3. If full payment has not been received by Queer at Work after the expiry of the aforementioned period, the Client is in default. In that case, the statutory commercial interest on the outstanding amount is due from the date of the default until the moment of payment of the full amount due.
11.4. From the moment the Client is in default, all costs incurred by Queer at Work to pay its claim against the Client shall be borne by the Client.
12 Applicable law
12.1. All disputes between Queer at Work and the Client are exclusively governed by Dutch law.
12.2. The competent court in disputes is, to the exclusion of any other court, the competent court in the district where Queer at Work is located.
