Terms and conditions Wedding planner Rosella

The one-man business Weddingplanner Rosella, established at 3766 JB, Soest, at Lisdodde 20, registered in the Trade Register of the Chamber of Commerce under number 52569128 hereinafter referred to as “Affiliated“, is affiliated to Stichting Trouwbranche Nederland, the trade organisation for wedding industry suppliers in the Netherlands. Stichting Trouwbranche Nederland is registered in the Trade Register of the Chamber of Commerce under number 80335691. The use of these terms and conditions is reserved for organizations affiliated with Stichting Trouwbranche Nederland.

1. General
   1. In these general terms and conditions, the following definitions shall apply:
      1. Affiliate: Affiliate (see above);
      2. Date: the date referred to in Article 4.1 of these General Terms and Conditions;
      3. Parties: Affiliate and Principal together;
      4. Price: the fee to be paid by the Client to the Affiliate for the Work to be performed by the Affiliate, as further described in Article 6 of these general terms and conditions;
      5. Principal: any person who wishes to enter into, is entering into or has entered into an Agreement with Affiliate;
      6. Agreement: the agreement concerning the Work to be performed by Affiliated for the Client;
      7. Reservation Fee: the fee referred to in Article 4.3 et seq. of these General Terms and Conditions;
      8. Work (to be performed): the goods to be delivered and/or services to be performed by Affiliated, as well as all other performances owed to the Client by Affiliated.
   2. These general terms and conditions apply to, and form an integral and indissoluble part of, all offers of, quotations from, Agreements with and Work performed by Affiliated, as well as all other legal relationships between Affiliated and the Client.
   3. The Client accepts the applicability of these general terms and conditions by, among other things, requesting an offer or quotation from Affiliated, entering into an Agreement with Affiliated and giving an assignment to perform Work to Affiliated.

2. Quotes and offers
   1. Quotations and offers are issued by Affiliated only in writing or electronically.
   2. Quotes and offers from Affiliated are valid for 14 days, unless the Parties agree otherwise. The parties may agree on either a longer or shorter period of validity of an offer.

3. Agreement
   1. An Agreement is established by the Client agreeing in writing to an offer or quotation from Affiliated. Affiliate will confirm the establishment of the Agreement to Client (which is not a constitutive requirement of the Agreement).
   2. An Agreement is also established by, but not before, Affiliated Party recording and sharing verbal agreements with Client in writing with (and thereby confirming them to) Client.

4. Date & Reservation Fee
   1. Connected Party, in consultation with the Client, reserves a date on which Connected Party will perform or should have performed its Work, namely the: Date. If Parties have not agreed upon a Date, then the wedding date of Client shall count as Date
   2. At the request of the Client, the Date may be changed. Changing the Date can only be done in consultation and with the approval of Affiliated. Changing the Date involves reserving a new/different Date.
   3. For the reservation of a (changed) Date, Client always owes a fee to Affiliated: the Reservation Fee.
   4. The Date is a target date for Affiliated, not a “hard deadline. Therefore, the Date involves an obligation of effort and not an obligation of result for Affiliated. This is different only if the Parties expressly agree otherwise.
   5. Only after payment of the Reservation Fee is the reservation of the Date final. Only from then on is the Joined Party obliged to (strive to) perform or have performed its Work by the Date.
   6. In the event of a change of Date, in addition to payment of the Reservation Fee, Client is also required to reimburse Affiliated for all costs arising from or related to the change of Date, insofar as those costs exceed the Reservation Fee payable by Client in connection with the change of Date.
   7. The parties always agree on the amount of the Reservation Fee by mutual agreement. If the Parties have not made any agreements in this regard, the amount of the Reservation Fee shall be 15% of the Price.
   8. The Reservation Fee for the first Date reserved by Affiliate on behalf of Client is included in the Price (see Article 6). Any other Reservation Fee(s) owed by Client will be invoiced separately.
   9. The reservation of a (modified) Date always concerns a separate agreement between Parties: it is not part of the Agreement. After Affiliated has confirmed the -provisional or definitive- reservation of a (changed) Date to the Client and the Client has paid the relevant Reservation Fee, the Parties have fully implemented that agreement and the Parties have nothing more to claim from each other in this regard.
   10. Termination of the Agreement (for any reason) and change of Date does not entitle the refund or credit of Reservation Fee(s).

5. (To be performed) Work.
   1. Affiliated remains the owner of all goods delivered under the Agreement, as long as the Client has not fully fulfilled its payment obligations to Affiliated. The Client’s payment obligations to Affiliated also include all that the Client owes or may owe to Affiliated in connection with any failure to fulfill its obligations to Affiliated.
   2. Affiliate guarantees that its Work (performed) conforms (complies) with the Agreement and, if applicable:
      1. are, or at least have been, performed with good workmanship; and
      2. be, or at least have been, performed using sound materials.
   3. With regard to Work that consists of manufacturing items for the Client, minimal deviations in the Work performed with respect to the design, sample, model, specifications, wishes and/or assignment of the Client cannot be held against Affiliated. Also, these minimal deviations do not qualify as a shortcoming in the fulfillment of the -resulting from the Agreement- obligations on the part of Affiliated to the Client.
   4. Affiliate is entitled to perform the Work in the manner it deems appropriate. If the Parties have made concrete agreements on the manner in which the Affiliated Party is to perform the Work, the Affiliated Party will nevertheless be entitled to deviate from those agreements if this is necessary for the proper performance of the Agreement. If so, the Parties will soon consult on the consequences of such deviation(s) by Affiliated (such as an increase in the Price).
   5. Additional work is calculated based on the pricing factors in effect at the time the additional work is performed. Changes in the Work to be performed shall in any case result in additional work if:
      1. there is a change in the design or specifications (which is possible only with the agreement and approval of Affiliated);
      2. the information provided by the Client does not reflect reality;
      3. estimated quantities vary by more than 5%.

The Client is obliged to pay the price of the additional work at the first request of Affiliated.

6. Price and payment
   1. The Price payable by the Client to Affiliated for the Work performed by Affiliated will be agreed upon in advance and included in the Agreement.
   2. If the Parties agree on a variable Price, the Affiliated Party will indicate -in the Agreement- as accurately as possible the factors on which the amount of the Price depends.
   3. The prices used by Affiliated are in euros, including VAT and valid throughout the Netherlands.
   4. The prices charged by Affiliated are exclusive of any travel, lodging, packaging, storage and transportation costs.
   5. The prices charged by Affiliated are exclusive of any costs on behalf of a (one-day) appointment as Extraordinary Official of the Civil Status (wedding officiant), or at least any costs for being allowed to act as such in the wedding municipality.
   6. Affiliate may pass on to the Client an increase in cost-determining factors that occurred after the conclusion of the Agreement. The Client is obliged to pay the price increase at the first request of Affiliated.
   7. The Reservation Fee for the first Date reserved by Affiliate on behalf of the Client (i.e., the Date not yet changed at the request of the Client) is included in the Price (see also Article 4.3).
   8. At the conclusion of the Agreement, the Client becomes liable to pay a deposit to Affiliated. If the Parties have not agreed further on the amount of the down payment, the amount of the down payment shall be 50% of the Price.
   9. The amount of the deposit must be at least the amount of the Reservation Fee, since the deposit includes the Reservation Fee payable by the Client to Affiliated.
   10. The down payment must be paid by the Client within 7 days of the Agreement coming into effect.
   11. The balance of the Price must be paid in full by Client no later than the day before (the day of) the Date. If the term of payment of the invoice of Affiliated Party does not end until after the Date, the Client shall be bound by the term of payment of the invoice.
   12. The parties may depart from the provisions of this article only in writing and by mutual agreement.
   13. Costs not included in the Agreement will be incurred in consultation with Client. As soon as the amount of these costs -not included in the Agreement- becomes clear, the Client will receive a separate invoice for these costs. This invoice must be paid in full within 14 days of the invoice date.
   14. Payments must be made to the account number specified by Affiliated for this purpose.
   15. Regardless of whether Affiliated has fully performed the agreed performance, everything that the Client owes or will owe to it under the Agreement is immediately due and payable as:
       1. a payment deadline has been missed;
       2. one of the cases listed in Article 9.3 occurs, on the understanding that for “other party” read “Client”.
7. Warranty
   1. De Opdrachtgever heeft slechts recht op garantie indien en voor zover een garantievordering voortvloeit uit de op de Overeenkomst en/of uitgevoerde Werkzaamheden toepasselijke dwingendrechtelijke bepalingen. All this on the understanding that Affiliated is not liable for defects in the Work performed that are the result of:
      1. normal wear and tear;
      2. incompetent use or lack of care on the part of the Client;
      3. maintenance not performed or performed improperly;
      4. installation, assembly, modification or repair by Client or by third parties;
      5. defects in or unsuitability of items originating from or prescribed by Client;
      6. defects in or unsuitability of materials or tools used by Client.
   2. No warranty is given on:
      1. Delivered items that were not new at the time of delivery;
      2. The inspection and repair of items belonging to Client.
   3. Connected party determines how and when it will implement the guarantee.
   4. Affiliated Party is not obliged to implement the guarantee until the Client has fulfilled all its obligations.

8. Suspension
   1. Affiliate is entitled to suspend fulfillment of its obligations arising from or related to the Agreement (including invoking the right of retention of Affiliate), if and for as long as the Client fails to fulfill all or part of its payment obligations to Affiliate. The Client’s payment obligations to Affiliated also include all that the Client owes or may owe to Affiliated in connection with the failure to fulfill its payment obligations.
   2. The Affiliated Party is entitled to suspend under the provisions of the preceding paragraph, regardless of whether the suspension results in the Affiliated Party not performing or having performed its Work on the Date. It is irrelevant here whether the Date is a target date or fixed date (deadline), nor is it relevant whether the Date is the day of the Client’s wedding ceremony.
   3. Suspension by the Affiliated Party of the fulfillment of its obligations ensuing from or related to the Agreement on the grounds of the above paragraphs or the law may not result in the Affiliated Party failing (imputably) in the fulfillment of its obligations, nor may it result in any obligation to pay compensation on the part of the Affiliated Party.
   4. The suspension by Affiliated by virtue of the above paragraphs or the law of the fulfillment of its obligations arising from or related to the Agreement in no way releases the Client from its payment obligations.
   5. If Affiliated Party no longer suspends fulfillment of its obligations arising from or related to the Agreement, the Parties will enter into consultation regarding the further implementation of the Agreement. If the Date has then passed or, in the exclusive opinion of the Affiliated Party, it is then no longer possible to perform or have performed the Work on the Date, the Parties will reserve a new Date in consultation.

9. Termination and cancellation
   1. Termination of the Agreement by Affiliated on the basis of Article 6:265 of the Dutch Civil Code, may be effected with immediate effect and without judicial intervention.
   2. Except in the event and insofar as its liability cannot be excluded on the grounds of mandatory statutory provisions, in connection with the termination of the Agreement -on whatever grounds- the Affiliated Party will never be obliged to pay any compensation for damage or compensation of costs.
   3. The parties may terminate the Agreement with immediate effect, without judicial intervention and without giving reasons if:
      1. the other party dies or ceases its business operations;
      2. the other party’s bankruptcy is filed or the other party is declared bankrupt;
      3. the other party (natural person) applies for admission to statutory debt restructuring or is placed under guardianship;
      4. the other party applies for (provisional) suspension of payment or the other party is granted (provisional) suspension of payment;
      5. conservatory or executory attachment is made of a substantial part of the movable and/or immovable property of the other party.
   4. Client may cancel the Agreement only under the following conditions.
   5. Cancellation of the Agreement must be in writing.
   6. Upon cancellation of the Agreement, the Client shall owe one of the following payments/amounts to Affiliated:
      1. 35% of the Price for cancellation more than 90 days before the Date;
      2. 50% of the Price for cancellation more than 60 days but not more than 90 days before the Date;
      3. 70% of the Price for cancellation more than 30 days but not more than 60 days before the Date;
      4. 100% of the Price for cancellation no more than 30 days before the Date and on the day of the Date itself.
   7. If, at the time of cancellation, the Client has already paid more to Affiliated than what the Client owes to Affiliated on the basis of the previous paragraph, Affiliated will repay the excess within 14 days of cancellation to an account number to be specified by the Client.
   8. The Client shall not have the cancellation right referred to above if the Agreement complies and/or the Work to be performed under the Agreement complies with one of the descriptions in Article 6:230p of the Dutch Civil Code. Whether or not one of the descriptions in Section 6:230p of the Dutch Civil Code is met must be judged solely on the basis of the performance(s) owed under the Contract: it must be abstracted from the question whether the Client is a consumer.
   9. The parties shall otherwise only be entitled to terminate the Agreement pursuant to applicable mandatory statutory provisions.
   10. Beëindiging van de Overeenkomst zal nimmer leiden tot een verplichting voor Aangeslotene tot restitutie van door Opdrachtgever betaalde Reserveringsvergoeding(en). Indeed, the Reservation Fee(s) are part of other -separate- agreement(s) between the Parties (see Article 4.9). That the Reservation Fee relating to the first Date reserved for the benefit of the Client (still unchanged) is included in the Price does not detract from the above: in any case, upon termination of the Contract, Affiliated Party will remain entitled to that part of the Price that relates to the Reservation Fee.
   11. The above is without prejudice to the mandatory rights of the Client who is a consumer (see, inter alia, Article 6:230o of the Dutch Civil Code).

10. Supremacy
    1. Force Majeure is understood to mean: any circumstance, reasonably independent of the will of Affiliated, that wholly or partially, permanently or temporarily, impedes or substantially impedes the fulfilment of the Agreement by Affiliated, such as, at least as well as insofar as not included: War; danger of war; lightning strike; flooding; exceptional and/or extreme weather conditions; fire; natural disasters; riots; strikes; transport problems; traffic jams; detour; death; illness (e.g. of Affiliated Party itself or its employees); epidemics, pandemics and/or outbreaks (examples: COVID-19, SARS, Avian Flu, Q-Fever, Mad Cow Disease); national and/or regional quarantine and/or other (governmental) measures in the context of diseases, epidemics, pandemics and/or outbreaks; workmen’s lockout; breakdowns within the Affiliated Company or its suppliers; third parties engaged by the Affiliated Company that fail to meet their obligations or fail to do so in a timely manner; acts of terrorism; cybercrime; disruption of digital infrastructure; power failure; theft or loss of tools, materials or information; work stoppages; import or trade restrictions, as well as any other circumstances that could possibly be considered force majeure.
    2. A failure in the fulfillment of its obligations cannot be attributed to Affiliated, if this failure is the result of force majeure.
    3. The Affiliated organisation will be entitled to suspend the fulfilment of its obligations arising from or related to the Agreement if and for as long as there is a situation of force majeure, which suspension cannot then result in the Affiliated organisation being in breach of contract.
    4. In the event that the Affiliated organisation is (temporarily) unable to fulfil its obligations arising from or related to the Agreement in all reasonableness as a result of force majeure, or if the Affiliated organisation suspends its obligations on the grounds of force majeure, the Client will not be entitled to (also) suspend payment of that which it has already owed to the Affiliated organisation up to that point.
    5. Once the force majeure situation has ended, the Parties will consult regarding the further performance of the Agreement. If the Date has then passed or, in the exclusive opinion of the Affiliated Party, it is then no longer possible to perform or have performed the Work on the Date, the Parties will reserve a new Date in consultation.
    6. If there is a situation of force majeure and compliance by Affiliated is or becomes permanently impossible, or the temporary situation of force majeure has lasted for more than six months, Affiliated is authorized to terminate the Agreement in full or in part with immediate effect and without judicial intervention. In such cases, the Client is also entitled to terminate the Agreement with immediate effect and without judicial intervention, but only for that part of the obligations not yet fulfilled by Affiliated. In de overige gevallen geldt ter zake de beëindiging hetgeen bepaald in artikel 9.
    7. Except in the event and insofar as Affiliated Party cannot exclude its liability under mandatory statutory provisions, the Client shall not be entitled to compensation for damage or compensation of costs resulting from the force majeure, suspension or dissolution referred to in this article.

11. Liability
    1. Except in the event and insofar as the Affiliated Party cannot exclude its liability by virtue of mandatory statutory provisions, for example in the event of intent or gross negligence on the part of the Affiliated Party, the Affiliated Party will not be liable for damage caused by or as a result of Work performed by the Affiliated Party.
    2. In the event of liability of Affiliated, on any basis whatsoever, Affiliated is only liable for direct damage. Affiliated party is never obliged to compensate:
       1. indirect and/or consequential damages (such as lost profits, fines, transportation costs and travel and accommodation expenses);
       2. damage to (the property of) third parties; and/or
       3. damage caused by intent or deliberate recklessness of auxiliaries or subordinates of Affiliated.
    3. Any compensation to be paid by Affiliated shall be limited in amount to the amount paid by the -insurance taken out by Affiliated. If the Affiliated Party cannot invoke insurance, the amount of compensation to be paid by the Affiliated Party will be limited to a maximum of the Price of the Work to be performed (including VAT).
    4. The Agreement, its content and its performance (the performance of the Work) are based on information supplied by the Client. Affiliate may assume the accuracy and completeness of the information provided to it and shall never be liable for damage resulting from incorrect information provided by the Client.

12. Complaints, disputes, competent court
    1. The Client may no longer invoke a defect in the Work performed by Affiliated, if it has not complained to Affiliated in writing about it within 28 days after it has discovered or reasonably should have discovered the defect.
    2. The Client must have submitted complaints about the invoice, under penalty of forfeiting all rights, in writing to Affiliated within the payment period. If the payment period is longer than thirty days, Client must have complained in writing no later than thirty days from the invoice date.
    3. Client must fully and clearly describe its complaint(s) and all underlying circumstances.
    4. Affiliate will (only) deal with complaints submitted on time and enter into consultation with the Client in this regard in order to reach an amicable solution.
    5. Should the Parties fail to reach an amicable solution, the Dutch civil court of the district in which Affiliated has its place of business shall have jurisdiction to take cognizance of the dispute between the Parties, except in the event that the statutory rules of jurisdiction prescribe the jurisdiction of another court.

13. Amendment clause
    1. Affiliate is entitled to unilaterally modify the general terms and conditions applicable to the Agreement without the consent of the Client. The changes will be communicated to the Client in an appropriate manner no later than 1 month before the date on which the changes take effect.
    2. If the Client is a consumer and the amendment of the general terms and conditions results in a performance being provided to the Client that differs substantially from the original performance, the Client has the authority to terminate the Agreement as of the date the amended terms and conditions take effect.

14. Applicable law
    1. These general terms and conditions and the Agreement(s) between the Parties are governed by Dutch law.

15. Final Provisions
    1. In case of conflict between the provisions of the Agreement and the general terms and conditions, the provisions of the Agreement shall prevail.
    2. The Agreement supersedes any prior understandings or agreements, oral or otherwise, between the Parties on the same subject matter.
    3. The Agreement and these general terms and conditions may be amended, supplemented or replaced only with the written and signed approval of both Affiliate and Principal.
    4. Without the prior written consent of the other party, neither Party may assign its rights or obligations arising from or related to these general terms and conditions or the Agreement (in whole or in part) to a third party. Third parties cannot derive any rights from these general terms and conditions or the Agreement either.
    5. ‘Written’ also includes (a) messages sent via electronic data interchange, such as e-mails, and (b) digitally signed documents.
    6. The nullity, annulment or invalidity of one (or more) of the provisions in these general terms and conditions or the Agreement, shall not affect the validity of the remaining provisions in these general terms and conditions or the Agreement. In case of nullity, nullification or invalidity of one (or more) of the provisions in these general terms and conditions or the Agreement, the Parties are obliged to consult with each other about the establishment of new provisions to replace the null, nullified or invalid provisions, whereby the purpose and purport of the null, nullified or invalid provisions (and the general terms and conditions or Agreement as a whole) should be preserved as much as possible. If a provision is void, voidable or invalid because of its scope, that provision must be deemed to have only that scope that is permitted by law.
    7. If and insofar as no arrangement or provision has been made in these general terms and conditions or the Agreement for a particular situation, the Parties must consult with each other about a supplement to these general terms and conditions or the Agreement that is in line with the arrangements already laid down herein/therein.
    8. A reference in these terms and conditions to singular words includes a reference to the plural thereof and vice versa, unless the context indicates otherwise.
    9. The subheadings in these terms and conditions are inserted for readability and do not affect the content and interpretation of these terms and conditions.
    10. Any sales, purchase or general terms and conditions of the Client shall not apply to (the performance of) the Agreement, unless the Parties agree otherwise in writing.
    11. Neither the failure nor delay of either Party to the Agreement to exercise any right or remedy arising under these General Terms and Conditions, the Agreement or the law shall constitute a waiver of such right or remedy by such Party. The partial exercise of any right or remedy arising from these general conditions, the Agreement or the law shall in no way preclude the (subsequent) full exercise of that right or remedy, or the exercise of any other right or remedy.

Terms and conditions of Weddingplanner Rosella

Version 1.1 – November 22, 2022