1. Definitions

The following terms, when capitalised, shall have the meanings set out below:

VS: Venuesuite B.V., having its registered office at Blokhoeve 5, 3438 LC Nieuwegein, the Netherlands, registered with the Dutch Chamber of Commerce under number 69202737.

VS Applications: all software applications developed and supplied by VS, such as the MICE Booking Engine and the Venue Management System.

Venue: the location for which the Agreement has been entered into by an authorised representative of the location.

User: an employee of the Venue making use of the VS Applications.

Booker: any individual who, through the VS Applications, places reservations, purchases or intends to purchase products or services.

Agreement: the contract concluded between the Venue and a Booker concerning the hire by the Booker of a location or a space within a location, with or without additional products and/or services from the Venue, via the VS software application(s).

Content: all written text, audio, video and photographic material including submitted Requests, Provisional Reservations, Confirmed Reservations, Comments, Reviews, Products provided, Prices, logos, photos, descriptions, and any other contributions made available to VS for publication through the Booking Engine.

Review: an assessment by a Booker of a Venue, based on the Booker’s experience with that Venue.

Conditions: these General Terms and Conditions.

2. Scope of Application

1. VS operates a business which, through its applications (including but not limited to the Booking Engine and Venue Management System), facilitates the conclusion of Agreements (reservations) between Venues and Bookers.

2. The Venue acknowledges that any Agreement is entered into solely between the Booker and the Venue, and that VS is not and shall not become a party to such Agreement.

3. Derogations from these Conditions shall only be valid if made in writing, in which case the remaining provisions shall continue to apply in full force.

4. These Conditions apply to all Users.

5. VS reserves the right to amend these Conditions from time to time. The amended Conditions shall take effect upon publication on the Website.

6. These Conditions also apply to data processing agreements entered into by us with our suppliers and/or clients and/or third parties.3. Verplichtingen VenueSuite (VS)

3. Obligations of VenueSuite (VS)

1. VS shall endeavour to keep its software applications accessible and operational, and to provide a satisfactory user experience. No further warranty is given.

2. VS shall be entitled, at its sole discretion, to restrict or adapt access to and/or the operation of the software applications, in whole or in part and whether temporarily or permanently, for the purposes of maintenance, expansion or for any other reasons determined by VS.

3. VS shall at all times be entitled to engage third parties in the performance of its services without limitation.

4. Obligations of Venues

1. A Venue must meet at least the following requirements:

   
   a) The Venue must hold a business account with VS;

   b) The Venue must be registered with the Chamber of Commerce;

   c) The Venue must be reachable by telephone, e-mail and chat.
   

2. The User is responsible for the use of his or her username and password. VS advises Users to employ a unique password and to keep such password strictly confidential.

3. Neither User nor Venue shall permit others to use their account, username and/or password.

4. The Venue is responsible for the accuracy and currency of the data contained in its own VS environment (venue account).

5. Each User shall refrain from any form of misuse. Misuse shall in any case include acts which are unlawful and/or criminal, as well as conduct which, according to the principles of reasonableness and fairness, renders it unreasonable to expect VS to continue its cooperation with the User.

5. Communication

1. For the purpose of reservations and communication (interactions/changes) between Bookers and Venues, VS has developed an application which enables the parties to contact each other easily online. The foregoing does not affect the right of the Booker and the Venue to communicate with each other by any other means.

2. All reservations and communications made via the VS Applications shall be stored on VS’s servers and may be accessed and used by VS in order to:
   
   (a) provide support to the Venue in the event of questions and/or problems;
   (b) assess whether the Venue complies with the requirements imposed upon it;
   (c) analyse processes and provide recommendations for improvements; and
   (d) carry out or commission anonymised benchmark analysis and/or research and share (general) findings thereof publicly.
   

3. By each use of the VS Applications, the Venue expressly agrees and grants VS permission to store, access and use reservations and communications (data) in accordance with clause 5.2 of these Conditions.

4. Reservations and communications made via the VS Applications shall be retained by VS for a minimum period of two years.

6. Financial Provisions

1. Following the conclusion of a licence agreement with VS for the use of VS Applications, invoices shall, as a rule, be issued on the first day of the subsequent month. This may be varied by mutual agreement with the Venue.

2. VS applies a standard payment term of fourteen (14) days.

3. Where a licence agreement is concluded online via the VS website, payment shall be made immediately online via a payment provider, in which case no payment term applies.

4. The duration and the specific conditions of the licence shall always be set out in the licence agreement.

5. The licence agreement shall automatically renew for the same period as set out in the original licence agreement, unless the Venue terminates the licence by giving at least one (1) month’s written notice prior to renewal.

6. Four (4) weeks prior to the automatic renewal of the licence agreement, the Venue shall receive a notification from VS.

7. If full payment has not been received by VS upon expiry of the agreed payment term, VS shall be entitled to charge administration fees of EUR 15 for each reminder and EUR 15 for each formal notice sent prior to receipt of full payment. A payment term of five (5) calendar days shall apply to such reminders and formal notices.

8. If full payment is not made within the payment term stated in the reminder or formal notice, the debtor shall be deemed to be in default without any further notice of default being required. In such case, VS shall be entitled to claim immediate payment of extrajudicial collection costs, statutory (commercial) interest and all other recovery costs. VS shall also be entitled, without liability for compensation or damages, to suspend or discontinue its services in whole or in part with immediate effect.

9. Payments received shall be applied first to interest, then to collection costs, then to administration costs, and finally to the outstanding principal sum.

10. Complaints regarding an invoice must be submitted to VS in writing within thirty (30) days of the invoice date, failing which all rights to contest the invoice shall lapse.

11. A complaint regarding an invoice or VS’s services shall not release the debtor from its payment obligations.

12. The debtor shall only be entitled to set-off or suspension against VS if this has been expressly agreed in writing with VS.

7. Delivery, Force Majeure and Non-Performance

1. Unless expressly agreed otherwise in writing, VS undertakes an obligation of best endeavours and not an obligation to achieve a specific result. VS shall use reasonable efforts to comply with its obligations, but, unless expressly agreed otherwise in writing, provides no guarantees.

2. Unless expressly agreed otherwise in writing, any time periods stated by VS shall be indicative and non-binding. VS shall use reasonable efforts to meet such time periods but, unless expressly agreed otherwise in writing, provides no guarantees in this respect.

3. VS shall not be obliged to perform any obligation if it is prevented from doing so by circumstances beyond its reasonable control, and which cannot be attributed to it by law or by generally accepted standards. Force majeure, as referred to in these Conditions, shall include — in addition to what is understood under applicable law and case law — all external causes, whether foreseen or unforeseen, beyond the control of VS, which prevent VS from fulfilling its obligations. VS shall also be entitled to invoke force majeure if such circumstances occur after VS should have performed its obligations.

4. In the event of misuse by the User or Venue as referred to in these Conditions, neither the User nor the Venue may rely on force majeure.

5. If a Venue fails to perform, fails to perform on time, or fails to perform in full its obligations towards VS, or behaves in such a way that it is unreasonable to expect VS to continue its cooperation with the Venue, VS shall be entitled, at its sole discretion, to suspend or terminate its services to such Venue and/or to terminate the agreement with the Venue, in which case (a) all amounts owed by the Venue shall become immediately due and payable, and (b) the Venue shall not be entitled to claim any direct or indirect damages, including loss of income, incurred costs or otherwise.

6. The situation referred to in clause 7.5 shall in any event be deemed to exist if and as soon as the Venue:
   

   (i) is declared bankrupt or is subject to a bankruptcy petition;

   (ii) applies for (provisional) suspension of payments or enters into insolvency proceedings;

   (iii) loses its power of disposal and/or legal capacity with regard to all or part of its assets as a result of attachment, administration order, or otherwise.

8. Intellectual Property and Exclusivity

1. VS shall have full and unrestricted rights to publish all Content and the trade names and trademarks of the Venue from the commencement of the Agreement and for an unlimited duration after the termination of the Agreement. The Venue warrants that it is entitled to dispose of the intellectual property rights referred to in this clause and shall indemnify VS against any claims in this respect.

2. All intellectual property rights relating to software applications developed by or on behalf of VS, whether or not for the benefit of the Venue, shall vest exclusively in VS. The Venue, as well as any Supplier, shall refrain from reproducing, copying, or disclosing such software, including all related components such as the (source) code. The Venue shall refrain from any use of VS’s concept (including reverse engineering) without VS’s prior written consent.

3. If the Venue provides Content to VS, the Venue warrants to VS that such Content:
   
   (a) has been created by or on behalf of the Venue specifically for VS and is made available to VS exclusively and free of third-party rights; and
   (b) neither the Venue nor any third party shall be entitled to exercise any rights which restrict the free and unrestricted publication of the Content by VS or which conflict with VS’s exclusive rights in respect of the Content.
   

4. Where Content is published by third parties, VS shall be entitled to require from the Venue from whom it received the Content all reasonable cooperation in its efforts to terminate such (unlawful) publication.

9. Liability

1. Except in cases of gross negligence or wilful misconduct, VS shall not be liable for any damages of whatever nature.

2. VS is not a party to any Agreements concluded between a Venue and a Booker through the VS Applications and therefore accepts no responsibility or liability in this respect.

3. Without prejudice to clause 9.1, VS shall not be liable to the Venue for any third-party claims against the Venue, in particular those arising directly or indirectly from the malfunctioning of VS Applications or errors in the processing of Agreements and the publication of data or (dynamic) prices within the VS Applications.

4. Without prejudice to clause 9.1, VS shall not be liable to the Venue for damages, including but not limited to loss of income and costs incurred, insofar as these arise directly or indirectly from Reviews, Websites, errors in the collection and processing of Agreements and other data to be published, or (dynamic) prices, temporary or permanent unavailability of (parts of) the VS Applications, the cooperation in general and/or the suspension or termination of Agreements or deliveries, regardless of the grounds for such suspension or termination and regardless of whether such suspension or termination was lawful or proportionate vis-à-vis the Venue.

5. The Venue shall be fully liable, without limitation, for damages suffered by VS which arise directly or indirectly from misuse as referred to in these Conditions. If the Venue does not immediately cease such misuse after having been requested in writing by VS to do so, the Venue shall also forfeit a penalty of EUR 5,000 per day, without prejudice to VS’s right to claim additional damages.

6. In the event that VS is nevertheless held liable for damages notwithstanding the foregoing, its liability shall be limited to the amount paid out under its liability insurance, increased by the applicable deductible. If the damage is not insured or covered, and VS is nevertheless held liable, such liability shall be limited to the amount paid by the Venue to VS in the last twelve (12) months under the licence agreement, subject to a maximum of EUR 25,000.

10. Miscellaneous Provisions

1. VS and the Venue shall not make any statements to third parties regarding the arrangements made between them, unless the Agreement is already publicly known. This obligation shall remain in force for twenty-four (24) months after termination of the Agreement. VS may claim compensation for any damages arising from a breach of this obligation.

2. The general or other terms and conditions of the Venue shall not apply to VS, unless their applicability has been expressly agreed in writing with VS and such terms and conditions have demonstrably been provided to VS prior to the conclusion of the Agreement.

3. If a Venue acts in breach of applicable provisions and VS does not raise an objection, such failure shall never be construed as a waiver of VS’s rights, nor as acceptance of a new method of performance. VS retains all its rights unless it has expressly declared in writing to the Venue and/or User and/or Supplier that it waives such rights.

4. All rights and entitlements stipulated in these Conditions and in any further agreements for the benefit of VS shall equally be stipulated for the benefit of suppliers, intermediaries and other third parties engaged by VS.

5. These Conditions may be unilaterally revised by VS from time to time. The Conditions applicable to an Agreement shall always be those published on the Website at the time of signature (or the date of automatic renewal) of the Agreement between VS and the Venue. For this purpose, the records and archives of VS shall be conclusive. Where a provision in these Conditions conflicts with any provision in an Agreement with the Venue, the deviating provision in the Agreement shall prevail.

6. If any provision of these Conditions or an Agreement is invalid or unenforceable, the remaining provisions shall continue in full force and effect, and VS and the Venue shall agree in good faith a replacement provision that most closely reflects the intent of the invalid or unenforceable provision.

7. VS shall only be bound by written agreements. Any additions to or deviations from such written agreements or from these Conditions shall only be valid if expressly agreed in writing with VS and duly signed.

8. The relationship between VS and the Venue shall be governed exclusively by the laws of the Netherlands. Any disputes shall be submitted exclusively to the competent court in Utrecht, the Netherlands.