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Standard Terms and Conditions of delivery

Standard Terms & Conditions of delivery

We are RAI, the largest facilitator and organiser of events in the Netherlands. As our aim is to arrange events of the highest quality, it is crucially important that the manner in which products and services are delivered by a supplier should never impede our operations or adversely affect the quality of an event. These Standard Terms and Conditions for Delivery to RAI are intended in particular to safeguard these interests. This means that we expect suppliers at least to deliver the products and services in time, against high level and transparent quality levels and at competitive rates. We also expect suppliers to offer industry compliant privacy guarantees.

Chapter I: General

Chapter II: Delivery of IT Services

Chapter I: General

 

Article 1 - Definitions

The following terms and expressions are defined as follows in these Standard Terms and Conditions:

1.1 Agreement: Each Agreement which You conclude with RAI, including all annexes and special and standard terms and conditions referred to in the Agreement.
1.2 Convention Centre: The entire RAI complex at Europaplein 24, Amsterdam, including all land, buildings and other structures.
1.3 Data Processing Agreement: The agreement referred to in Article 28 paragraph 3 of the GDPR.
1.4 Deliverable: That which You make or develop for us and then deliver to us as a result of providing the Services.
1.5 Event: The conference, trade fair, exhibition, presentation, meeting or other event organised either in the Convention Centre by RAI or a third party or elsewhere by RAI.
1.6 Facility Regulations: The regulations published at www.rai.nl, which are applicable to every person who enters the Convention Centre, in relation to activities and Events in (and on the site of) the Convention Centre.
1.7 GDPR: The General Data Protection Regulation (EU 2016/679).
1.8 Group Company: All current and future companies with whom RAI is affiliated in a group within the meaning of article 2:24b of the Dutch Civil Code.
1.9 IT Services: The Services to be delivered by You to RAI in the field of information technology, including the creation and development of Deliverables and the supply of software as a service (SaaS).
1.10 to Process: Each processing of personal data within the meaning of Article 2 paragraph 4 of the GDPR.
1.11 Products: The products and materials which You have agreed with RAI to supply or make available to RAI, including parts, packaging, certificates, manuals, construction drawings and documentation.
1.12 Personal Data: All personal data within the meaning of Article 4 paragraph 1 of the GDPR which is Processed by You when providing the Services.
1.13 RAI: RAI Amsterdam B.V., which has its registered office at Europaplein 24, Amsterdam, trade register number 92449174.
1.14 RAI Regulations: The regulations referred to in Article 16 below, which, together with these Standard Terms and Conditions, form part of the Agreement.
1.15 Services: The services to be provided by You to RAI as further described in the Agreement, including all related acts, performances, licenses, activities and tools and materials which are reasonably necessary to render the services to RAI correctly and completely.
1.16 Stakeholders: All those involved in an Event, such as participants, hirers, exhibitors, organisers, sponsors and visitors as well as contractors, clients and suppliers of RAI.
1.17 Standard Terms and Conditions: These standard terms and conditions for delivery to RAI Amsterdam B.V.
1.18 you or your: The contracting party, seller, supplier, rental firm, contractor or other entity with which RAI concludes or intends to conclude the Agreement.
1.19 Your Personnel: All persons and entities used by You in performing the Agreement, including Your employees, self-employed persons (without employees) hired by You, subcontractors, personnel of Your subcontractors and self-employed persons (without employees) hired by Your subcontractors, regardless of the location from which their perform their/Your activities.

 

Article 2 - Applicability

2.1 These Standard Terms and Conditions are applicable to all present and future quotations, tenders and Agreements and other legal relationships between You and RAI. Deviations from and/or additions to these Standard Terms and Conditions may only be agreed in writing.
2.2 These Standard Terms and Conditions consist of a general section (Chapter I) which is applicable to the delivery of all Products and Services and a section applicable only to the delivery of IT Services (Chapter II). In case of inconsistencies between Chapter I and Chapter II, Chapter II prevails with respect tot the provision of IT Services.
2.3 Your standard terms and conditions and any other standard (industry) terms and conditions (e.g., the Uniform Administrative Conditions for the Execution of Works / UAV or the NLdigital Terms) are not applicable and RAI hereby explicitly rejects such conditions.

 

Article 3 - Conclusion of and changes and additions to the Agreement

3.1 A binding Agreement is concluded once it has been signed by authorized persons on behalf of RAI.
3.2 If You submit a quotation for the performance of two or more assignments, that quotation will be a binding offer which is valid for a year and which RAI may accept as often as it wishes during that year.
3.3 Changes and additions to the Agreement must always be agreed in writing. ‘In writing’ is deemed to include communication by email, provided that this is done by the RAI employee authorised to amend the Agreement. This power is exercised at Your risk.

 

Article 4 - Services

4.1 You warrant that You will deliver the Services: (i) in accordance with the Agreement, (ii) at service levels and KPI’s that equal or exceed those that have been agreed, and (iii) in accordance with Dutch law and in such a way that RAI does not infringe any statutory obligation it may have. These warranties entail an obligation of result (resultaatsverplichting).
4.2 If Services are provided on-site, You are responsible for Your staff acting in accordance with the Facility Regulations.

 

Article 5 - Timely delivery and collection

5.1 RAI assumes that Your delivery is correct and fulfils the relevant requirements. RAI is under no obligation to check a delivery. If RAI discovers a defect in Your delivery when starting to use what has been delivered and then complains about the defect within a reasonable period, the complaint will be deemed to have been made in good time.
If you deliver for an Event, the following applies:
5.2 THE SHOW MUST GO ON. An Event consists of many interrelated parts and activities. The orderly, timely and correct delivery of Products and performance of Services is therefore essential for the success of the Event as a whole. This is why failure to make delivery by a delivery date always constitutes contractual default. Whatever happens, we need Your Product or Service or a replacement of equivalent quality. And we need it on time.
5.3 The basic conditions for our Events are quality, hospitality and safety. Visitors must be given a hospitable reception, get their money’s worth and be able to move around safely at the Event. You warrant that Your delivery meets these basic conditions.
5.4 A defect is often only discovered at an Event when we or a Stakeholder start to use Your Product or Service. This may be just before or during the Event. At that time, the customer and/or RAI will complain, and we will notify You of the defect. Depending on the extent to which Event (or part of the Event) is dependent on Your Product or Service, You must ensure that You repair the defect or provide a replacement Product or Service within a suitable period of time, even if that entails relatively high costs for You, and always as far as possible in consultation with RAI. If the Event (or part of the Event) depends on Your Product or Service, a suitable period of time is deemed to be immediately. In most other cases a suitable period of time is deemed to be quickly. You must ensure that You can comply with this, for example by having replacement Products or Services ready in the vicinity of RAI.
If You are unable (or likely to be unable) to provide replacements in time, RAI will purchase Products and/or Services at Your expense. This does not affect Your liability for any other loss or damage.
5.5 The complaint system described above also applies to the timely delivery and timely removal of material (including Products) that You use for the performance of the Agreement: we will notice if Products and other material are not yet present or are in the way, as the case may be. We will then notify You immediately. Material that You are using or have used in the performance of the Agreement must be removed by the agreed time. As events are often held back-to-back, we operate to a tight schedule. If You have not removed your material in time, You may still be given an opportunity to remove it Yourself. If that is no longer possible, or if You still do not arrive on time, You must inform RAI immediately and RAI will have the right to remove and store Your material at Your expense and risk, even if we do not have the correct equipment for this purpose.
5.6 During Events, Stakeholders often ask for additional Products or Services or otherwise make requests that require Your services to be flexible. You must do whatever is reasonable to ensure that You are able to provide such flexibility by making extra, reduced or different deliveries in response to such requests.

 

Article 6 - Quality and conformity

6.1 We are ISO-certified (ISO-9001:2015 (quality management and customers); ISO-14001:2015 (environmental management and legislation)). You, Your Personnel and Your Products and Services must also at least meet this level of quality and comply with all applicable legislation, regulations and certification requirements, including for quality, environment, safety, health and expertise. They must also all comply with the RAI Regulations.
6.2 RAI is under no obligation to check Your Products and Services.
6.3 RAI is entitled to assume that Your Products and Services:
  1. possess or surpass the expected and defined properties;
  2. are good, safe and ready for use;
  3. are accompanied by the appropriate documentation; and
  4. have been packaged as agreed and in packaging that is not harmful to the environment.
Before delivery you will inspect the Products and Services to ensure compliance.
6.4 You must arrange at Your own expense and risk for any necessary permits, licences, approvals and exemptions to be applied for and obtained in good time, and You warrant that the relevant regulations are strictly complied with, without Your receiving additional remuneration for this.
6.5 Subject to any proof to the contrary from You, a defect in Your delivery is deemed to be a consequence of a defect in the Product or Service which is at Your risk. This also applies if RAI should reasonably have discovered or reported defects at the time of delivery, as stipulated, for example, in Article 758 of Book 7 of the Dutch Civil Code.
6.6 Before concluding an Agreement with RAI, You must assess the assets provided by RAI, including the land, buildings and information, to ensure that they are suitable for Your Products or Services. If, after the conclusion of the Agreement, these assets provided by RAI prove to be unsuitable for its performance, this will be at Your risk.
6.7 You must ensure that RAI knows whether and, if so, how Your Products should be maintained, and, upon delivery, You must provide RAI with the documentation and support required for this purpose.
6.8 At RAI’s request, You will properly maintain the Products supplied by You or engage a competent party to carry out the maintenance for You when this is necessary, or RAI makes a reasonable request for this. You must also notify RAI when maintenance is necessary.
6.9 You must ensure that You have sufficient spare parts for Your Products during the period that RAI uses Your Products and may expect to be able to use such spare parts. Moreover, where RAI purchases a Product, You must ensure that RAI can purchase the same Product again for at least the next three years.
6.10 You must arrange at Your expense and risk for the disposal of packaging materials and other waste generated by Your Products or Services.
6.11 RAI operates a quality control system. If You regularly deliver Products or Services to RAI, we will regularly consult with You about the progress and quality of Your deliveries and our working relationship with You. Upon request, You will do whatever is reasonable to participate actively in such consultations and the systems that RAI uses for this purpose or develops in the future.

 

Article 7 - Delivering to and collecting from the Convention Centre

7.1 Before You start to perform the Agreement, You must acquaint Yourself with the circumstances and logistical possibilities of the Convention Centre where the Services are to be provided or Products are to be delivered. You can find this in the Facility Regulations (Accommodatiereglement).
7.2 You must ensure that You are familiar with the delivery location at the Convention Centre and know how, in what quantities and in what packaging You must deliver and provide Products, Services and persons, and then collect, take away and remove them again. You can always contact Your RAI contact for this purpose. The specific properties of the Convention Centre and accessibility on specific dates in connection with Events or activities in the Convention Centre are matters which are at Your risk. For example, lorries driven at the Convention Centre must fulfil certain requirements, such as a maximum turning circle, height and length. As parts of the Convention Centre are hard to reach or dated, You must ascertain beforehand whether there are special circumstances (e.g., presence of asbestos or the construction or dismantling of Events).
7.3 At certain Events, RAI may specify logistics conditions and procedures for delivery and collection, for example the use of buffer zones outside the Convention Centre where suppliers must remain until there is room to allow them to carry out their work in the Convention Centre. Such logistics conditions may never result in additional costs.
7.4 You must ensure that the preparation and execution of Your work and the removal of Your materials do not obstruct or disrupt the Events and the activities of RAI and Stakeholders.
7.5 Delivery must be made Duty Paid (DDP) at the agreed delivery location and time (INCOTERMS). You must carry out the loading and unloading Yourself in the manner and at the time agreed in advance with RAI. Loading and unloading must be done manually, unless You have permission from RAI to use mechanical equipment. Loading and unloading may be carried out mechanically without permission only through RAI's current logistics service provider, whom You must engage for this purpose.
7.6 Where things have to be constructed and dismantled, You must do the work yourself. In some situations, You must use RAI's logistics service provider.
7.7 When there is a change in the delivery or collection time, You must notify us without delay. This will not exculpate You, but it may possibly mitigate the loss or damage.
7.8 Every delivery of Products must be accompanied by a visible packing slip and transport slip.
7.9 At Your request, the RAI employee who receives Your delivery will sign a receipt that serves as proof of the time of receipt, but not as proof that the delivery is otherwise satisfactory. Subject to proof to the contrary supplied by You, the proof of delivery is constituted, in the following order, by: (i) a signed receipt as referred to above, (ii) RAI’s record of delivery.

 

Article 8 - Fees, invoicing and payment

8.1 As consideration for the performance of Your obligations under the Agreement, RAI will pay You the fees specified in the Agreement.
8.2 All fees must be quoted in euros, exclusive of VAT.
8.3 The fees for the agreed Products and/or Services constitute full compensation for the delivery of the Products and/or Services and – if applicable – the Deliverables. You must include in Your fees all elements required for the end result. Where You should foresee that items not included in Your fees may occur, You must notify them to RAI in writing before the conclusion of the Agreement and also give an indication of the fees related thereto.
8.4 You must not charge RAI a higher price than You charge to other buyers or offer other buyers lower discounts for Products or Services that are comparable in nature, scope and circumstances.
8.5 You must send your invoice digitally to: invoices@rai.nl. If this is not possible, You must send the invoice to the address below:
RAI Amsterdam B.V.
attn. FAC Department
P.O. Box 77777
NL 1070 MS Amsterdam
The Netherlands
The invoice must in any event contain at least the Purchase Order number as specified by RAI and a breakdown of the work. If You have two or more Purchase Order or delivery numbers, these must be invoiced separately.
8.6 RAI pays retrospectively and within 30 days of receipt of the invoice.
8.7 If RAI exceeds a payment obligation date for any reason, this does not entitle You to suspend performance of Your obligations or to terminate the Agreement.
8.8 If You are entitled to claim collection costs from RAI, RAI will pay You collection costs of 5% of the invoice value, with a maximum of € 500.
8.9 You are responsible for all costs incurred in providing a proof of concept (PoC), even in the case of a tender.

 

Article 9 - Variations in the amount of work

9.1 Work is deemed to be additional where RAI has additional wishes and the agreed Products or Services are increased or become more expensive, thereby raising the agreed price.
9.2 Work is deemed to be reduced where RAI’s wishes change and the agreed Products or Services are scaled back or become cheaper, thereby lowering the agreed price.
9.3 If You can foresee that there will be additional or reduced work, You must inform RAI in writing as quickly as possible and send RAI a modified quotation for additional or reduced work, without setting further conditions. If RAI has approved the quotation, You may charge for the additional work or credit the reduction for the reduced work by means of a credit invoice.

 

Article 10 - Payment in advance and ownership

10.1 In special cases RAI may pay in advance. If Your financial situation is such that you expect to be unable to meet Your obligations to RAI, You must immediately notify RAI in writing. Your directors will be jointly and severally liable with You for any failure to immediately alert RAI to this situation.
10.2 If You are to deliver ownership of Products to RAI, You must transfer title to the parts of those Products and the Products themselves to RAI at the time such Products become available to You. If You have several similar products in Your business and invoke the defence of intermixture, all those products will then be deemed, subject to proof to the contrary, to be the property of RAI, and You will deliver all those products to RAI, in any event up to the agreed number of Products or parts thereof.
10.3 If You are to supply Products or Services to RAI, but are unable to do so, for example because Your business is bankrupt, You must deliver by way of loan for use (bruikleen) all Products and materials to RAI that are necessary for the delivery (and performance of the delivery) and thereby enable RAI as much as possible to fulfil Your obligations with Your Products. RAI will owe reasonable compensation for this, after deducting any loss or damage it suffers as a result of Your defective delivery.
10.4 RAI has a lien on all Your Products and other materials until You have fulfilled Your obligations towards RAI.

 

Article 11 - Liability and insurance

11.1 You are liable for all direct and indirect damage suffered by RAI as a result of acts or omissions by You and Your Personnel in connection with all parts of the performance or defective performance of the Agreement. This damage includes at least (i) property damage, (ii) costs incurred in order to bring the Products and/or Services in accordance with the Agreement, (iii) costs incurred in order to take emergency or fallback measures, such as the use of other materials or products, the hiring of extra personnel or the instructing and hiring of a replacement supplier, (iv) costs incurred to reinstate Personal Data and (v) costs incurred in determining, mitigating or preventing the damage referred to in this Article 11.1.
11.2 You warrant that You have taken out insurance to cover Your liability under the Agreement, including coverage for events beyond your own sphere of influence. The minimum insured amount must be € 5,000,000 per occurrence.
11.3 You must indemnify RAI against claims of third parties that are in any way connected with the Agreement or its performance by You and Your Personnel.
11.4 Any liability on the part of RAI is limited to the amount of the specific delivery under the Agreement, up to a maximum of the amount paid out by RAI’s insurance in the case concerned.
11.5 If You suffer property damage in the performance of the Agreement through the actions of any party whatever, You must complete the RAI claim form and, as far as possible, include photos of the damage and submit the form to RAI within one week of becoming aware of the damage. Payment of compensation is conditional on timely submission of a fully completed claim form. Using the claim form, RAI, in consultation with You, will ascertain who is liable for the damage and whether and, if so, how compensation will be paid. The claim form can be found as an attachment under the Agreement or will be sent by Your RAI contact at Your request.
11.6 If the Agreement involves the hire of machines or ancillary goods by RAI, You must be insured against their damage and theft.
11.7 If You or Your Personnel have a RAI keycard or other key in Your possession, You are liable for damage suffered by RAI or third parties as a result of its loss or any unauthorized use thereof.

 

Article 12 - Force majeure

12.1 RAI may terminate the Agreement if, as a result of force majeure, it is no longer reasonably able to use Your Products or Services for the purpose for which it ordered them.
12.2 Force majeure for RAI includes cancellation of an Event, part of an Event or any other situation that reasonably prevents the holding of an Event or the part thereof relevant to Your delivery, such as the absence of a permit applied for by RAI, breach of contract by a third party engaged by RAI, and the non-occurrence of circumstances on which RAI counted or the occurrence of circumstances on which RAI did not count.
12.3 If RAI invokes force majeure, You must remain prepared to make delivery to RAI on the agreed terms for at least three weeks. Upon the occurrence of the force majeure, You may immediately request RAI to release You from this obligation, which RAI will refuse only on reasonable commercial grounds.

 

Article 13 - Assignability and subcontracting

13.1 You may assign Your rights or obligations under the Agreement only with RAI’s prior written permission.
13.2 In the event of a substantial change in the control of Your business, You must notify RAI at least two months in advance. If that change is not acceptable to RAI on reasonable grounds, it has the right to terminate the Agreement forthwith in writing, without being liable for damages.
13.3 Performance of the Agreement by subcontractors is permitted only if RAI has given permission in writing or by email. Permission for the work to be carried out by subcontractors or their personnel does not affect Your responsibility. Invoicing and payment are always channelled through You.
13.4 You are aware that RAI may enter into the Agreement on behalf of one or more Group Company(ies). As such, You agree that the Products and/or Services to be supplied under the Agreement may be made available to one or more Group Companies. To the extent applicable, You warrant that the Products and/or Services to be delivered may be used by You and/or may be licensed or sub-licensed to the relevant Group Company(ies).
13.5 Group Companies are also beneficiaries of all rights, remedies and any claims RAI may have under the Agreement. This provision shall operate as an irrevocable third-party clause within the meaning of Article 6:253 of the Dutch Civil Code, so that Group Companies may exercise these rights, remedies and any claims directly against You.

 

Article 14 - Confidentiality

14.1 Both during the term of the Agreement and after termination thereof, You and your Personnel must treat as strictly confidential all Agreement confidential information from RAI, its Group Companies, its partners and Stakeholders that You and Your Personnel have been able to take notice of. Information is confidential when the confidential nature thereof is known or deemed to be known by You and Your Personnel.
14.2 All information, correspondence, documents and other assets, including copies of RAI’s business affairs, its Group Companies, its partners and Stakeholders which You possess or will receive, will remain the full property of RAI and will be transferred immediately to RAI when the Agreement is terminated. You will not duplicate this information, correspondence, documents and other assets without RAI’s prior written consent.
14.3 In the event of an infringement of any part of this confidentiality clause, You will pay RAI a penalty of € 30,000 for each infringement, which will be due forthwith and may not be offset, without prejudice to RAI’s right to also claim full compensation.

 

Article 15 - Intellectual property rights

15.1 If You create or develop Products (or have them developed) for RAI, You must assign the ownership and all intellectual property rights in them to RAI. If that is not possible, because and in so far as third parties have non-assignable rights to the Products or parts of them, You must notify RAI of this before concluding the Agreement and in any event give RAI an unlimited licence to use the Products, including the right to process, modify, sublicense and assign the Products. If this requires any active or passive cooperation from You, such as the signing of a deed of transfer, You will provide it at RAI’s first request.
15.2 You are responsible for ensuring that RAI and Stakeholders can make free and uninterrupted use of the Products and Services supplied, and You must indemnify RAI against claims from third parties for infringement of intellectual property rights or other similar rights, such as claims based on slavish imitation, unlawful use of know-how or personality rights, and compensate RAI for this.
15.3 You must waive any personality rights as far as possible and ensure that Your Personnel also waive as far as possible any personality rights with regard to the Products and Services supplied.
15.4 If application is made for Your bankruptcy or suspension of payments (provisional or otherwise), You must at that moment transfer to RAI all the preparatory materials and materials that are required in order to make, remake or maintain the material to be made and/or developed by You. This transfer agreement is part of the Agreement and the transfer of title takes place subject to the condition precedent of the application for bankruptcy or suspension of payments.
15.5 RAI warrants that materials it supplies to You may be used by You for the performance of the Agreement. Such materials are and will remain the property of RAI.
15.6 Without RAI’s written permission, You must not use RAI’s name or logo externally or employ it for marketing purposes.

 

Article 16 - RAI Regulations

16.1 In view of the size of the Convention Centre, the number and varied nature of the Events and the diversity of Stakeholders, RAI has drawn up a number of specific rules and regulations with which You and Your Personnel must comply. These are the RAI Regulations which You can find and download at www.rai.nl/en/regulations-terms-and-conditions:
  1. the Standard Terms and Conditions for Visitors;
  2. the Facility Regulations, including the annexes; and
  3. any other rules and regulations which are, by their nature, applicable to You and Your Personnel.
16.2 You acknowledge that the abovementioned reference gives You sufficient opportunity to take note of the RAI Regulations and that You agree with the content thereof before You enter into n Agreement with RAI.

 

Article 17 - Protection of Personal Data and data breaches

17.1 You may Process Personal Data only if and in so far as this is necessary for the delivery of Products and/or Services.
17.2 In the event that You qualify as a data processor within the meaning of the GDPR, You will Process the Personal Data in accordance with the Data Processing Agreement which will be attached to the Agreement. In that case, Articles 17.3 and 17.4 are no longer applicable after signing the Data Processing Agreement.
17.3 If You process Personal Data outside RAI's IT systems when delivering Products and/or Services, You must be ISO 27001, SOC 2 type II (or equivalent) certified. The scope of the ISO 27001 / ISO 27002 certification must encompass all locations and teams delivering Products and/or Services to RAI. Upon request, You must provide RAI with evidence of this certification. If you are not certified in the aforementioned manner, You must have implemented an information security management system that meets or exceeds the requirements of ISO 27001 / ISO 27002. Taking into account the nature of the Personal Data processed or received under the Agreement, You must implement appropriate technical and organizational security measures to ensure the confidentiality, integrity, and availability of the Personal Data.
17.4 You are liable for all damage which RAI may suffer as a result of an infringement of the GDPR, (the obligation to report) data breaches and all other relevant privacy laws and regulations, and You must indemnify RAI both in and out of court from claims of third parties and all resulting damage and costs.

 

Article 18 - Integrity

18.1 RAI endeavours to do business exclusively in a fair and ethically responsible manner. RAI adopts a zero-tolerance policy regarding any form of bribery and corruption. This policy applies to every party with whom RAI has a business relationship, including You, Your Personnel and RAI’s own employees.
18.2 Bribery and corruption are deemed to mean directly or indirectly accepting, offering, proposing, paying, giving, approving and requesting bribes or other favours for the purpose of inducing others to do or refrain from doing any acts with a view to obtaining any commercial or personal benefit in relation to Your relationship with RAI, regardless of whether such acts occur in the public or private sector and regardless of whether they are common practice in a particular region.
18.3 In this context, You must not offer gifts or entertainment to or accept them from RAI, its employees, Stakeholders or government officials, unless the gift or entertainment is unmistakably of a business character and has no material value in comparison with the business relationship. You must have records that substantiate the business reasons for each payment to or from the above-mentioned parties. RAI also keeps such records.
18.4 If You become aware of an attempt at bribery or other form of corruption related to RAI, You must immediately report this to RAI’s Integrity Coordinator. RAI will assist You with this report at Your request.
18.5 You must comply with the requirements of this integrity provision and also ensure compliance by Your Personnel. Infringement of integrity standards is a ground for immediate termination of the Agreement and denial of access to the Convention Centre, without any obligation to compensate any damage.

 

Article 19 - Term and termination

19.1 The Agreement ends automatically after completion of the delivery of the relevant Products and Services or upon the expiry of the agreed period. The Agreement is never renewed automatically. If You continue to deliver Products and/or Services to RAI after the end of the Agreement, You will immediately notify RAI and conclude a new Agreement with RAI for that purpose. In the absence thereof, RAI has the right to immediately terminate such deliveries at any time, without being liable for damages. Any investments made by You in order to continue the deliveries without a (new) Agreement are always at Your expense and risk.
19.2 Without prejudice to all its other rights, RAI may cancel the Agreement in whole or in part by means of a written notice, without recourse to the courts, if:
  1. You or someone else applies for Your bankruptcy or suspension of payments (whether provisional or otherwise) or if an important part of Your assets is seized or if RAI has a justified suspicion that You are experiencing liquidity problems;
  2. Your business is liquidated or ceases trading; or
  3. the control over Your business changes.
19.3 Further, both RAI and You may terminate the Agreement in writing with immediate effect if the other party fails to perform a material obligation of the Agreement and, if the failure can still be rectified, fails to rectify the default within 14 days of receipt of a written notice of default to this effect. You may terminate the Agreement for non-payment of an invoice by RAI only if RAI fails to pay an undisputed invoice within 14 days of receipt of Your second reminder.
19.4 If RAI is entitled to cancel or terminate the Agreement with You, this also constitutes a ground for cancelling or terminating all other Agreements with You.
19.5 If the Services include providing software as a service (SaaS), cloud- or hosting services, You may not exercise Your legal right to suspend the provision of these Services.
19.6 If RAI does not exercise one of its rights in the event of a defect in Your Products and/or Services, this does not constitute a waiver of its right to exercise one or more of its rights later or in the event of a subsequent defect.
19.7 Any amounts already paid to You for which no delivery has yet been made will be immediately due and repayable in the event of cancellation or termination of the Agreement and will be increased by interest at the statutory commercial rate from the payment date.
19.8 Unless provided otherwise above, RAI may terminate the Agreement early at any time by giving one month’s written notice of termination, without damages being due.
19.9 After termination You will cease the use of all RAI material, data and know-how and return them in so far as possible. Communications in which You mention RAI, such as on websites, must be removed within one month.
19.10 The termination of the Agreement does not affect rights and obligations that arise on or before the date of termination of the Agreement and are intended by their nature to remain in force after the Agreement ends.
19.11 Even after termination of the Agreement(s) for whatever reason, provisions of these which are, by their nature, intended to remain in force will remain in force. These are in any event Articles 6.4, 6.9, 11, 14, 15, 17, 19, 21.2, 21.5, 21.6, 21.10, 21.11, 24 and 36.

 

Article 20 - Food Safety and Commodities Act

20.1 The quality of its catering is a publicity-sensitive issue for RAI. Food poisoning cases can be very harmful to its reputation. RAI therefore demands an excellent quality of catering-related services.
20.2 When making deliveries involving the storage, delivery, preparation and serving of food and beverages, and catering in general, You must always at least comply with the provisions of the Commodities Act (Warenwet) and related laws and regulations, including in any event the HACCP. Your Personnel must be familiar with the HACCP and work in conformity with this system.
20.3 To enhance food safety, RAI may carry out checks or have them carried out by an external party. This does not affect Your liability for defects in or connected with food or beverages supplied by You or Services relating to them.

 

Article 21 - Personnel

21.1 Your Personnel must be of smart appearance and be reliable and competent. You must ensure that Your Personnel comply with all the obligations, legislation, rules and regulations which are referred to in these Standard Terms and Conditions or are otherwise applicable. You must ensure that You and Your Personnel have all necessary diplomas and certificates. Your Personnel must act as good hosts at Events.
21.2 You and Your Personnel must comply with all rules regarding the obligation to produce identification and with the Dutch Foreign Nationals (Employment) Act (Wet arbeid vreemdelingen) and You must ensure that RAI can in turn fulfil its obligations in this regard. If RAI so requests, You must immediately provide it with the information and documentation required for this purpose, such as a list of the required citizen service numbers. You must indemnify RAI against all claims and fines in connection with a breach of these regulations and compensate RAI for this.
21.3 You must have a written contract with Your Personnel. Your Personnel may not have an employment contract with RAI or perform work for RAI on a temporary employment basis.
21.4 You must manage and supervise Your Personnel and give them directions and instructions on how to perform Your work within RAI. If situations occur in which Your directions and instructions are inadequate, RAI will give directions and instructions on Your behalf. You authorise RAI to do this. You must regularly inform Your Personnel that instructions from RAI are given in Your name.
21.5 If one or more members of Your Personnel allege that they have an employment contract with RAI, You must, at the first request of RAI, actively and passively cooperate fully with RAI to challenge that statement both at law and otherwise. You must indemnify RAI and compensate it for all damage and costs that are the result of such an allegation and any ruling of a competent authority that a member of Your Personnel has an employment contract with RAI.
21.6 RAI is not liable for claims from You or for claims of third parties against You on account of a ‘change of control’ as referred to in Article 662 et seq. of Book 7 of the Dutch Civil Code, including wage claims from employees or former employees of former businesses engaged by RAI, except where has been intent or gross negligence on the part of RAI’s management. You must indemnify RAI and compensate it for such claims arising from the transfer of an undertaking by Your Personnel or third parties.
21.7 You must inspect and assess the location and situation of the Convention Centre where Your Personnel performs work to ensure their safety with regard to the work to be performed and instruct them to perform their work safely within RAI and not use any RAI material. If they do use RAI material, this is at Your risk.
21.8 During their presence in or at the Convention Centre, Your Personnel will follow all instructions from security staff or other RAI officials and, if requested, identify themselves to the security staff or other RAI officials. If the instructions or safety or other regulations are not complied with (or not fully complied with), RAI may refuse to allow the person concerned to remain in or at the Convention Centre.
21.9 If RAI has well-founded objections to the conduct or person of a member of Your Personnel, it may deny the person concerned access to the Convention Centre. In such a case, You must immediately arrange for a replacement, without charging additional costs.
21.10 You and not RAI will be liable for damage or injury suffered by Your Personnel, even if they use RAI material, except where there has been intent or gross negligence on the part of RAI’s management. You must indemnify RAI against claims of Your Personnel in connection with damage or injury that occurs during the performance of work for RAI and must compensate RAI for this.
21.11 You must arrange for timely payments and remittance related to the work of Your Personnel, including wages, taxes, levies and premiums, and must indemnify RAI against all claims, costs, damage and interest in the event that Your Personnel, the Tax Authorities or other authorities ask RAI for such payments or decide that RAI should pay amounts or fines related to Your Personnel, even if it is judged that there has been a transfer of an undertaking. You must indemnify RAI in respect of all such payments related to Your Personnel.
21.12 To ensure that it does not become liable as a contractor for salaries tax and social insurance contributions, RAI has the right to transfer the tax part of each invoice (turnover tax, payroll tax and social insurance contributions) to Your special blocked account (G account) or, if You are demonstrably unable to open a G account, to pay the relevant part of the invoice by direct transfer to the account of the Tax and Customs Administration or the benefits agency concerned, quoting the reference specified by You. If and in so far as You are called upon to make payment under the applicable legislation, for example the Collection of States Taxes Act or the Social Insurance (Coordination) Act, You must not seek recourse against RAI and RAI may immediately terminate the Agreement. You must provide RAI with all relevant information and data regarding the foregoing.
21.13 In so far as obligations are imposed on Your Personnel in these Standard Terms and Conditions or in the Agreement, You will ensure that they fulfil those obligations. You must draw the attention of Your Personnel to the RAI Regulations and You warrant compliance with them by Your Personnel.

 

Article 22 - Audits

22.1 RAI is entitled to perform or have performed an audit at Your premises to assess, amongst others compliance with the Agreement and/or compliance with applicable laws.
22.2 You must fully cooperate with such audits. This includes allowing timely inspection of books, papers and other data carriers and providing all data and information for the purpose of the audit as well as providing the auditor(s) with access to the places where the Agreement is being performed.
22.3 RAI shall announce the audit in writing and timely. The audit will take place in a manner that causes as little disruption to Your business operations as possible. During the audit, RAI or the third party engaged by RAI will comply with Your internal rules, in particular rules about security and safety.
22.4 The costs of the auditors and RAI’s own staff and/or the staff of the third party engaged by RAI will be borne by RAI. However, if substantial irregularities are found during the audit, You must bear all costs of the audit.

 

Article 23 - Other provisions

23.1 If a provision of these Standard Terms and Conditions is not valid for any reason whatever, the rest of the provisions will remain in force , and we will agree on a new provision that resembles the invalid provision as closely as possible.
23.2 In case of contradiction, inconsistency and/or deviation between the Dutch and English version of these Standard Terms and Conditions and/or any additional conditions that may apply, the Dutch text prevails.
23.3 You may not use RAI’s trade name or a RAI trademark in Your communications without RAI’s prior consent.

 

Article 24 - Disputes and applicable law

24.1 Dutch law applies to these Standard Terms and Conditions and to Agreements and all other legal relationships between RAI and You.
24.2 In principle, RAI will try to resolve any problems with You practically and in mutual consultation. If that fails, the District Court in Amsterdam will have jurisdiction to hear any dispute, without prejudice to the right of appeal and appeal in cassation.

 

Chapter II: Delivery of IT Services

 

Article 25 - General

25.1 The provisions of this Chapter II are, in addition to the provisions of Chapter I, exclusively applicable to the provision of IT Services.
25.2 The term "Service" in this Chapter II also includes (online) provision of SaaS software.

 

Article 26 - Acceptance

26.1 The Services and Deliverables shall be made available to RAI for acceptance by You within the agreed timelines. Upon delivery, RAI shall review, test, and either accept or reject the Services within a reasonable period. If a Service is rejected by RAI, RAI shall provide reasons for the rejection, suggest adjustments where possible, and provide You with the opportunity to rectify the errors in the Deliverables within a reasonable period. Subsequently, You shall rectify the errors in the Services and make them available to RAI again for acceptance.
26.2 If the Services, or any part thereof, have not been accepted by RAI in accordance with the delivery date in the Agreement or, failing that, after two rounds of acceptance testing, RAI may, at its discretion, terminate the Agreement or a part thereof, agree to additional testing rounds with You, or accept the Services under modified terms agreed upon with You.

 

Article 27 - Intellectual Property Rights

27.1 The Agreement shall not affect the ownership of all existing intellectual property rights of You or of RAI at the commencement of the Agreement.
27.2 If the Services include providing SaaS, cloud, or hosting services, You grant RAI a worldwide, non-exclusive, royalty-free, irrevocable license for the term of the Agreement to remotely access and use the Services, including the full functionality of the hosted application and all associated materials, with the right to grant a sublicense for internal business use.
27.3 If the Services include granting a right to use software, You grant RAI a worldwide, non-exclusive, royalty-free, irrevocable license for the term of the Agreement to use the software and all associated materials, including the right to grant a sublicense for internal business use.
27.4 You warrant that by using the intellectual property rights licensed or transferred to RAI, You do not infringe upon any intellectual property right of a third party, and You indemnify RAI against all claims and any financial loss arising from any potential infringement.
27.5 To the extent that, in providing the Services, You: (i) will develop one or more Deliverables specifically for RAI, (ii) will develop under the direction and supervision of RAI, or (iii) will develop according to the instructions or design of RAI, You hereby assign all intellectual property rights in the respective Deliverables to RAI in advance. The Agreement is deemed to be a deed within the meaning of Article 2 of the Dutch Copyright Act 1912 (Auteurswet). The intellectual property rights include but are not limited to copyright, design right, patent right, and trademark right. If the respective Deliverable consists of software, You shall transfer to RAI, in addition to the object code of the software, the source code and complete documentation. If it is necessary for the formal transfer of a right to RAI that You perform a legal act or draw up a deed, You shall unconditionally cooperate in this. To the extent permitted by law, You waive Your moral rights in the Deliverables.

 

Article 28 - Versions

28.1 Upon delivery of software, You are obligated to always provide RAI with the most recent version of the respective product. If You should reasonably be aware that a new version will be available within six months after delivery, You must inform RAI thereof in a timely manner. In this case, You shall allow RAI the option to either postpone delivery until the new version is available or accept the existing version and exchange it free of charge for the new version as soon as it is available.
28.2 Upon delivery of software, You shall also provide RAI with older versions of the respective software free of charge if desired.
28.3 You shall only provide software that is both upward and downward compatible, thus providing compatibility with older and newer versions.
28.4 All delivered software shall always be compatible with common hardware and software, as well as with specific hardware and software as included in the Agreement.

 

Article 29 - New Versions and releases

29.1 You shall always timely inform RAI about available new versions and releases of software and their content, as well as the consequences associated with their use through "release notes." Upon request of RAI, You shall provide a copy of the new version or release of the software for testing and evaluation purposes free of charge. RAI shall not be liable for any additional fees for the use of a new version or release.
29.2 If a new version or release imposes (additional) requirements that RAI cannot meet, RAI is entitled to continue using the current version or release, provided that You ensure that support for this version is maintained until the end of the agreed maintenance obligation. RAI shall notify You in writing of a situation as referred to in this article.
29.3 New versions and releases of software shall have the same specifications as their predecessor and shall always be fully compatible with the utilities, applications, and files used by RAI in connection with the software. This means, among other things, that these applications, utilities, and files do not need to be modified or converted if a new version or release of the software appears. If full compatibility is not possible, You shall notify RAI of this in writing in a timely manner.

 

Article 30 - Licenses

30.1 If and to the extent that the IT Services consist of providing a license for which RAI owes a periodic fee, You shall ensure that this license also entitles RAI to free provision and use of later available versions, releases, bug fixes, updates/patches, and upgrades. In this context, the following is understood:
  1. Version: a collection of upgrades indicated by an identification number;
  2. Release: a (new) version of software, also including a so-called "point release" where only a large number of components of a previous version are indicated;
  3. Bug fix: "work-around" for software-related problems related to technical or security issues;
  4. Update/patch: a temporary software measure to resolve a deficiency or security issue;
  5. Upgrade: an adjustment where the version number is upgraded and set to 0 (zero) (for example, version 1.17 > 2.0).
30.2 Unless expressly stated otherwise in the Agreement, You shall ensure that the license provided to RAI allows RAI to use the delivered software unlimitedly for the purposes for which it was purchased and may be integrated with other systems or software unlimitedly.
30.3 If RAI has acquired separate licenses whose total value at any time represents the value of a site license, the license shall automatically become a site license from that moment on.

 

Article 31 - Source Code, escrow

31.1 If You develop new software for RAI, You shall provide RAI with the source code of this software (and of each partial delivery thereof).
31.2 If the execution of the Agreement entails that RAI gains access to existing software, upon RAI's request, You shall:
  1. make the relevant source code available;
  2. enter into an escrow agreement in this regard; or
  3. ensure that RAI can join an existing escrow agreement for the relevant software.
31.3 The aforementioned escrow agreement shall at least provide RAI with access to the source code in the event that You become bankrupt, obtain a moratorium, liquidate Your company, default on Your obligations towards RAI regarding this software, or in similar cases. The costs of the escrow agreement shall be borne by You.
31.4 The source codes provided or placed in escrow shall be of such quality that they can be used to generate the delivered object codes in the usual manner, based on which the software can be maintained.

 

Article 32 - Warranty

32.1 You guarantee that the delivered software will be free of software that can damage, render unusable or inaccessible, delete, or unlawfully access an automated work or data, such as a virus, Trojan horse, or worm.
32.2 Without prejudice to RAI's other rights, upon discovery of the presence of software as referred to in article 32.1, You shall immediately notify RAI thereof and shall do everything possible to remove the software as soon as possible, in a manner that causes the least possible inconvenience to RAI.

 

Article 33 - Open-source software

33.1 You guarantee that the delivered software does not contain so-called "open-source software" unless RAI has given its express prior consent. The aforementioned consent can only be given if You have timely and fully disclosed to RAI which open-source software will be used, what (license) terms apply, what legal implications this entails, and after RAI, upon evaluation of this information, believes that the open-source software can be used.
33.2 Any consent given by RAI shall not affect Your obligation to indemnify RAI against any damage and costs in the event that the use of the open-source software gives rise to claims from third parties, and shall not otherwise diminish any usage rights, warranties, and indemnities provided by You.

 

Article 34 - Software as a Service (SaaS)

34.1 You shall, at Your own expense, ensure the hosting, management, and maintenance of SaaS software in such a way that it does not disrupt the provision of the IT Service.
34.2 To the extent necessary to use the SaaS software, You shall also provide the software that RAI needs to install on its central computer and/or the computer of the users of the IT Service to use the SaaS software. After providing the software referred to in this article, RAI is responsible for maintaining and supporting it.
34.3 You guarantee that the SaaS software will be continuously available throughout the term of the Agreement. In particular, You ensure that the SaaS software remains configured, maintained, and updated at all times, so that RAI is able to use the SaaS software in the agreed manner and in accordance with the agreed quality, security, and times.
34.4 You shall, at Your own expense, regularly ensure the innovation of the IT Services and, after testing them with a positive result, implement them in consultation with RAI to improve the functionality of the SaaS software. You will ensure that the innovation minimally affects the use of the SaaS software for its intended purpose, and You guarantee that innovation does not have consequences for the equipment and connections used by RAI for the use of the SaaS software, unless You inform RAI of this in writing at least three (3) months in advance.

 

Article 35 - Security measures and security incidents

35.1 If, in the context of providing IT Services, You have or gain access to RAI's confidential information outside of RAI's IT systems, You must be ISO 27001, SOC 2 Type II (or equivalent) certified. The scope of the ISO 27001 / ISO 27002 certification must encompass all locations and teams that deliver IT Services to RAI. Upon request, You must provide RAI with proof of this certification. If You are not certified in the aforementioned manner, You must have implemented an information security management system that meets or exceeds the requirements of ISO 27001 / ISO 27002.
35.2 RAI reserves the right to impose additional security measures if it deems necessary.
35.3 In the event of a security incident (such as a hack) on Your side, You must report this in writing to RAI within 48 hours of discovery.

 

Article 36 - Migration of Personal Data

36.1 Upon termination of the Agreement for any reason, You shall, as part of the Services, enable RAI to automatically extract Personal Data from Your systems in a format specified by RAI and migrate it to a system of RAI or a new service provider of RAI. If RAI deems it necessary, RAI and You shall agree to an exit plan at the beginning of the Agreement, outlining the obligations that RAI and You must fulfil to enable the migration of Personal Data from Your systems.

 

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