Article 1. Applicability

 

1.1. These general terms and conditions, unless expressly agreed otherwise in writing, apply to, and form part of, all offers and quotations of, and agreements with, ARBANE & CRIOLLO BV (company with company number 1017.373.810 and whose registered office is currently located at Arthur van Dycklaan 86, 3080 TERVUREN, hereinafter also referred to as : Criollo Events), to the exclusion of all contrary and/or contradictory and/or additional terms and conditions of the contracting party of Criollo Events, hereinafter also referred to as ‘the Client’.

 

1.2. The client acknowledges to have read the Terms and Conditions before accepting an application or offer addressed to or by Criollo events, as well as the Privacy Policy of Criollo events, with which they form an inseparable whole. 

These two documents are available at all times on the company's website and can be easily printed or saved by the client on a durable medium (paper or electronic). 

 

1.3. The Terms and Conditions take precedence, in all their provisions, over any general terms and conditions of the client and any other document previously agreed between the client and Criollo events, unless expressly stated otherwise.  

 

 

Article 2. Quotation and agreement

 

2.1 Unless otherwise agreed, quotations made by Criollo Events are valid for 30 days. Thereafter, they have an informative value only.

 

2.2. Criollo Events is only bound to the offer after and subject to express and written acceptance by the client.

 

2.3. Offers and the prices contained therein do not automatically apply to future orders.  Compiled quotations also do not oblige Criollo Events to carry out part of the order at a corresponding part of the quoted price.

 

2.4. All necessary information must be added to the order. Criollo Events bears no liability for content and origin of the data provided by the client.   Subsequent changes or additions may result in an extension of the deadline as well as an increase in the total price.

 

 

Article 3. Determination of ownership

 

3.1.  The customer remains at all times the owner of the material supplied by him (texts, photos, logos, etc.). On termination of the cooperation, this material (possibly in modified form if this was necessary for the project) shall be returned to the customer.

 

 

Article 4. Deadlines and additional work

 

4.1. Deadlines

The execution or delivery deadlines stated by Criollo Events are purely indicative and do not bind Criollo Events. Exceeding the specified execution or delivery deadlines cannot give cause for the client to cancel the order or for the client to rescind the agreement, nor to refuse the ordered goods or services by the client, and in no case entitles the client to compensation or to postponement or refusal of payment.

 

4.2. Additional work

If a fixed price has been agreed with the client then this fixed price will only relate to the work and services of Criollo Events specified in the agreement.

Any work and services delivered by Criollo Events in addition or modification thereof on behalf of the client (hereinafter referred to as ‘additional work’) shall be charged to the client on the basis of subsequent calculation at the usual rates.

The following circumstances may give rise to additional work:

• extension or modification of the proposed package after it has been approved by the customer; 

• requirements, wishes, preconditions or expectations of the client that were not, or not in full, or not sufficiently clearly made known to Criollo Events at the time of entering into the agreement; 

• defects and shortcomings in products or services of third parties, which could not reasonably have been foreseen by Criollo Events or on which Criollo Events has little or no influence; 

• apparent deficient cooperation by the client in the execution of the agreement.

 

 

Article 5. Financial

 

5.1. Price

All prices quoted by Criollo Events are always exclusive of VAT or other taxes unless expressly stated otherwise.

Obvious calculation errors in the stated prices can be rectified by Criollo Events at any time.

 

5.2. Invoicing of services rendered

There can be 2 situations - at the start of a project it is agreed which arrangement will be used.

Total invoicing by Criollo Events for both Criollo Events' own services and for the provision of services by suppliers. Invoicing will always be done at the VAT rate of 21%.

On the one hand the invoicing by Criollo Events of the own services provided by Criollo Events and on the other hand the direct invoicing to the client by the various suppliers for the services they provided.

 

5.3. Cancellation

If the client cancels all or part of an agreement, then the client shall owe Criollo Events compensation from this cancellation, which shall be estimated at a flat rate and depend on the time of cancellation.  In particular, this flat-rate compensation amounts to:

0 % of the total sum of the order for cancellation up to 2 months before the event,

50 % of the total sum of the order if cancelled up to 1 month before the event,

75 % of the total sum of the assignment for cancellation less than 1 month before the event.

100 % of the total sum of the assignment for cancellation less than 2 weeks before the event.

Notwithstanding the foregoing, Criollo Events shall at all times be entitled to full compensation for the damage suffered by it as a result of cancellation, insofar as it proves that such damage exceeds the above lump sums.

In the event of cancellation of an event due to force majeure, the above shall not apply and another article of these General Terms and Conditions shall apply (see clause 7.2.).

 

5.4. Deposit

Upon confirmation of the order, an invoice will be issued. This must be paid before the start of the event. In some cases, an advance invoice may be drawn up. This must be agreed in writing between both parties.

Depending on the lead time of the project, one or more advance payments will have to be made. 50% of the deposit must reach Criollo Events before the start of the project, Criollo Events reserves the right not to perform any further services until it has received this deposit.

 

5.5. Payment

Unless expressly agreed otherwise in writing between Criollo Events and the client, all invoices from Criollo Events are payable before the start of the performance.  On the due date, the account of Criollo Events must be credited.

All payments must be made in euros. Any costs associated with payments shall always be borne by the client.

 

Any payment by the customer will first be charged to the interest, damages and costs and then to the principal sum. In addition, payments will always be charged first to the oldest outstanding invoice, with attachments, even if the customer states that the payment relates to a later invoice.

The customer may not apply any deduction, by way of settlement, counterclaim or otherwise, unless the customer has a legally valid and enforceable court order under which Criollo Events must pay the customer an amount equal to this deduction.

Any sum owed by the customer to Criollo Events, but not paid or not paid on time on the due date, will be increased by operation of law and without prior notice of default by a late payment interest of 1% per month commenced, as well as by a fixed and unchangeable compensation equal to 10% of the sums unpaid on the due date, without prejudice to the right of Criollo Events to prove higher effective damages, in which case the higher amount will be owed. In addition, if Criollo Events is forced to send a registered letter as a result of non-payment by the customer, the customer is also legally liable for a fixed compensation of EUR 40 per registered letter.

 

Non-payment, late payment or incomplete payment of one or more invoices may, at the discretion of Criollo Events, give rise to suspension or termination of the agreement, if applicable with the right to compensation in accordance with the other provisions of these general terms and conditions, the agreement between the parties and/or common law, without the decision of Criollo Events to suspend or terminate as a result of non-payment, late payment or incomplete payment by the customer, in any way being considered an abuse of rights or in any way giving rise to liability and/or payment of compensation by Criollo Events.

 

By non-payment, late payment or incomplete payment of a single invoice, for whatever reason, the balance due on all other invoices, even those not yet due, will also become immediately due and payable by operation of law and, in addition, all benefits of payment deferral and/or discounts already acquired by the customer or promised to the customer will lapse.

 

5.6. Retention of title

All items delivered by Criollo Events remain the property of Criollo Events until the customer has fully and definitively met all of his payment obligations towards Criollo Events under any agreement concluded with Criollo Events for the delivery of items or the performance of services. However, all risks are borne by the customer.

Until the customer has fully and definitively met all of his payment obligations towards Criollo Events, Criollo Events is entitled at any time to demand the return of items already delivered to the customer and to remove and/or undo services already provided without notice, with the costs of this being borne exclusively by the customer.

The customer undertakes to show these terms and conditions of sale and all retention of title to any public official who would seize the products and services that have not yet been fully paid for for the benefit of third parties.

 

5.7. Suspension and termination

In the event of non-compliance by the customer with one or more of its contractual obligations, including non-payment or late payment of the amounts owed to Criollo Events, Criollo Events is entitled to suspend the further execution of the agreements existing with the customer, or to consider these agreements to be terminated by operation of law and without any judicial intervention to the detriment of the customer, but the latter only if the customer has not rectified its contractual default(s) within a period of 7 calendar days after Criollo Events has sent the customer notice of default to fulfil its contractual obligations by registered letter. In the event of receipt of unfavourable solvency or trade information regarding the customer, whereby the following are considered to be signs, but not limited to: protested bills of exchange, summonses for unpaid invoices or social security contributions, tax debts, entries in seizure notices, etc., Criollo Events is entitled to suspend all its further services until the customer provides adequate guarantees within the period determined by Criollo Events. If the customer does not provide the requested guarantees within this period, Criollo Events is entitled to terminate the agreement with the customer with immediate effect by registered letter, without Criollo Events being liable for any compensation. In the event that the customer is declared bankrupt, requests a deferment of payment, proceeds to liquidation or dissolution or if a provisional administrator, sequester, debt mediator or similar person is appointed over the customer, Criollo Events also has the right to consider the agreement as terminated by operation of law and with immediate effect to the detriment of the customer, of which it shall notify by registered letter, without Criollo Events being liable for any compensation for damages. If the agreement with the customer is terminated or dissolved to the detriment of the customer on the basis of one of the provisions of these general terms and conditions, Criollo Events is entitled to payment from the customer for all goods and/or services already delivered on the date of termination or dissolution, as well as to additional compensation for loss of profit, which is fixed at 50% of the amounts that would still have been due if the agreement or order had been executed in full, without prejudice to the right to prove higher damages.

 

 

Article 6. Privacy policy and use of the Criollo Event website

 

6.1. The information available on the Criollo events website or its social networks is for information purposes only and does not bind Criollo events or its service providers or subcontractors in any way. All information relating to activities and external service providers, including photos, is also purely informative. The customer or user of the website cannot derive any rights from the information thus displayed and, more generally, from the content of the site.

6.2. All images, visuals, concepts and techniques used by Criollo events are its property, as are the General Terms and Conditions. The Criollo events website in its entirety, including the architecture, design, interface, databases, name, domain name, etc. are also the property of Criollo events.

 

6.3. Without prior written permission from Criollo events, it is not permitted to reproduce or make public the website or any of its elements, or the publications on social networks, in whole or in part, for any purpose whatsoever, with the exception of individual consultation.

6.4. The customer will refrain from performing the services offered by Criollo events or having them performed by a third party, under penalty of an irrevocable and irreducible fine equal to the amount of the services offered by Criollo events.

 

6.5. Criollo Events has a « References » section on its website in which an overview is given of completed projects and projects in development or preparation.

Only the following data is published: name of company/association, nature of the activity, overview of services provided.

Unless the customer notifies otherwise, this data may be published on the Criollo Events website at the end of an event.

 

6.6. Privacy – protection of personal data (GDPR)

If the customer makes personal data available to Criollo Events in the context of the execution of this agreement, the provisions stated below shall apply in any case.

The personal data that the customer supplies/makes available may only be processed in accordance with the instructions of the customer, without any further appropriation by Criollo Events. Any other processing may only take place with the express order or prior written consent of the customer.

Criollo Events will process the personal data in a proper, careful and transparent manner.

The processing is carried out solely by Criollo Events: if Criollo Events wishes to appoint a sub-processor, this may only be done with the prior written consent of the customer and this sub-processor must include the same commitments as those included in the current article of this agreement.

Criollo Events must ensure sufficient security of the personal data entrusted to it and will take appropriate technical and organisational measures for this purpose, among other things. These measures are tailored to the risk of the processing. Criollo Events may not have the personal data entrusted to it passed on to other persons or organisations outside the European Economic Area (EEA) without the prior written consent of the customer.

The entrusted personal data are kept confidential by Criollo Events, unless this is not possible on the basis of a legal obligation, and Criollo Events does what is necessary to ensure that this confidentiality is respected by its appointees (employees by means of their employment contract, sub-processor by means of their contract of employment, etc.).

Criollo Events assists the customer and provides her with the necessary support to fulfil her obligations under the GDPR and this within 14 days. This may involve, for example:

rights of the data subject to access, improvement, supplementation, removal or shielding, to object to the processing of the personal data and a request for the portability of their own personal data.

information for carrying out a data protection impact assessment.

If a possible data breach is discovered, Criollo Events will inform the customer by email within 24 hours. Criollo Events will provide all necessary information that enables the parties to determine whether a report should be made to the Data Protection Authority.

If Criollo Events fails to comply with its obligations under this article and in general under the GDPR, it will be liable for all damage that results.

Fines that the customer must pay due to infringements by Criollo Events will have to be reimbursed in full by Criollo Events.

Criollo Events will also be liable for claims from data subjects or other persons and organizations that are based on infringements by Criollo Events. Criollo Events will indemnify the customer against such claims.

After termination of this agreement, Criollo Events will return all entrusted personal data to the customer. Criollo Events will destroy personal data that cannot be returned in a careful and secure manner.

 

 

Article 7. Other provisions

 

7.1. Liability

If errors and/or defects attributable to Criollo Events occur with regard to the products and/or services supplied by Criollo Events, Criollo Events can only incur any liability, on condition that these errors and/or defects are reported to Criollo Events by the customer in a timely manner and in the correct form in accordance with the provisions of the general terms and conditions and of the agreement that form one whole with it. Criollo Events can in no way be held liable for any indirect damage or consequential damage, such as – without this list being exhaustive – commercial or financial losses, loss of goodwill, damage to reputation, loss of profit or loss of turnover, loss of customers, nor is Criollo Events liable for losses resulting from legal action taken by third parties against the customer, defects that were (in)directly caused by an action of the customer, damage caused by the improper use of the services and products resulting from the provision of services in the context of any agreement or shortcomings in products and services of third parties.

Without prejudice to the application of the previous paragraph, the total liability of Criollo Events with regard to services and/or goods delivered to the customer and the compensation for which Criollo Events may be held liable, is limited to the amount equal to the price or compensation paid by the customer to Criollo Events for the services or goods that gave rise to the damage.

The limitations of liability provided for in these general terms and conditions apply to all claims for damages of any nature, whether contractual, tortious, or any other cause/reason attributable to Criollo Events and/or its employees, appointees, third parties used by it or suppliers, even in the event of gross negligence.

The exclusions of liability provided for in these general terms and conditions also apply to all claims for damages of any nature, whether contractual, tortious, or any other cause/reason attributable to Criollo Events and/or its employees, appointees, third parties used by it or suppliers, except in the event of gross negligence by Criollo Events or its appointees.

However, no limitation or exclusion of liability provided for in this agreement, including its annexes that form an integral part thereof, shall apply in the event of fraud or wilful misconduct.

 

7.2. Force Majeure

Neither party can be held responsible for any delay or for the failure to perform obligations arising from the agreement, if this delay or inability to perform is due to a situation of Force Majeure. Force Majeure is considered (but not limited to): strike, fire, war, embargoes, terrorist attacks, epidemics or pandemics and the government measures that follow, ... and more generally all circumstances that occur beyond the control of the parties and that prevent the performance of the obligations arising from the agreement between the parties, in whole or in part, temporarily or otherwise, or would make it particularly and unreasonably more difficult. If a party invokes Force Majeure, it must immediately inform the other party of this in writing. If Criollo Events has already partially fulfilled its obligations or can only partially fulfil its obligations when the above-mentioned circumstances or force majeure situations occur, it is entitled to settle the already delivered or deliverable part until then and to invoice it separately, and the customer is in that case obliged to pay this invoice as if it concerned a separate contract.

 

7.3. Evidence

Electronic communication between Criollo Events and the customer has the same binding force as a notification by regular mail and is accepted by the parties as evidence.

 

7.4. Protests

All protests regarding deviations from the services provided must be made, under penalty of inadmissibility, within 7 calendar days after the services in question have been performed, and this by means of a motivated registered letter. All protests regarding invoicing must be made, under penalty of inadmissibility, within 7 calendar days after receipt of the invoice in question, and this by means of a motivated registered letter. All protests, of whatever nature, must be made, under penalty of inadmissibility, by means of a motivated registered letter. The fact that Criollo Events conducts negotiations with the customer following a complaint, protest or damage case does not entail any recognition by Criollo Events regarding its liability or the admissibility or validity of the complaint. Any complaints, protests or claims for compensation from the customer regarding defects, shortcomings and/or invoicing do not suspend the customer's payment obligations.

 

7.5. Independence of individual provisions

The nullity or invalidity of one or more provisions of these general terms and conditions or of the agreement between Criollo Events and the customer shall in no way affect the validity of the other provisions of these general terms and conditions or of the agreement between Criollo Events and the customer. From the moment that one of the provisions of these general terms and conditions or of the agreement between Criollo Events and the customer proves to be null or invalid, Criollo Events and the customer shall negotiate in good faith to replace this null or invalid provision with a fully valid and enforceable provision that reflects the original intention of the parties as accurately as possible.

 

7.6. Transferability of rights and obligations

The rights and obligations arising from agreements between Criollo Events and the customer may not be transferred, either in part or in whole, without the prior written consent of Criollo Events.

 

7.7. Waiver of rights and claims

Criollo Events is in no way deemed to have waived any right or claim under the agreement with the customer or concerning a default by the customer, unless this waiver has been communicated in writing and expressly by Criollo Events to the customer.

If Criollo Events, in application of the previous paragraph, nevertheless waives in writing and expressly rights or claims under the agreement with the customer that are caused by a default or other default by the customer, this waiver can never be interpreted as a waiver of any other right under the agreement with the customer or concerning another default or other default by the customer, even if both cases show great similarity.

 

7.8. Applicable law and competent court

All quotations and offers from and/or agreements with Criollo Events are governed exclusively by Belgian law. All disputes between Criollo Events and the customer will be settled exclusively by the courts of the judicial district or jurisdiction of Leuven, to the exclusion of any other (arbitration) court.