GENERAL TERMS AND CONDITIONS DAZZLE EVENTS BV

E3-Laan 67/B101, 9800 Deinze Company registration number (KBO): 0819.808.168 Email: info@makeitdazzle.be Tel.: +32 9 218 98 90

ARTICLE 1. TERMS

1.1 Only these general terms and conditions, together with any special conditions, apply to all offers made by Dazzle Events BV.

1.2 These general terms and conditions take precedence over any general terms and conditions of the customer. Customers are deemed to know and irrevocably accept these terms by placing an order, and thereby expressly and fully waive the applicability of their own general and/or special terms and conditions.

1.3 These general terms and conditions can be consulted at any time on the website of Dazzle Events BV, https://www.dazzle-events.be/.

1.4 Deviations from the general and/or special terms and conditions are only valid if expressly agreed in writing by the parties.

1.5 If any provision forming part of these terms or of the agreement is void, the terms and the agreement shall otherwise remain in force, and the parties shall promptly consult to replace the provision concerned with one that approximates the intent of the original provision as closely as possible.

1.6 All invoices issued by Dazzle Events BV are subject to the general terms and conditions as described here.

ARTICLE 2. SUBJECT MATTER

2.1 Dazzle Events BV is a full-service event agency that organizes corporate parties, New Year's receptions, and product launches, and provides trade fair stands.

2.2 The specific works to be carried out and goods to be delivered will be further described in the quotation.

ARTICLE 3. QUOTATIONS

3.1 Unless otherwise stated, quotations from Dazzle Events BV are valid for 30 days.

3.2 Dazzle Events BV's availability depends on that of its subcontractors and suppliers.

3.3 Unless otherwise agreed between the parties, quotations are non-binding and subject to reservation. Assignments are only considered final once expressly accepted by Dazzle Events BV.

3.4 Amendments to the quotation must always be expressly confirmed by all parties.

3.5 The prices stated in the quotation are an indication based on estimated services and quantities. Quotations always represent a first best-effort estimate.

3.6 Prices publicly stated on the website, in flyers, pamphlets, or other promotional materials, or prices given in offers, specifications, price lists, and verbal quotations, are purely indicative and exclusive of VAT. Prices and rates are only confirmed via a written quotation.

3.7 All stated prices apply to services delivered on Belgian territory and for a period of no more than 30 days from the set date of the order or event.

3.8 A quotation always includes a minimum service of 4 hours, excluding transport allowance, charged at the hourly rate stated in the quotation, unless expressly stated otherwise in the quotation.

3.9 All statements included in quotations are supplementary to the general terms and conditions set out here. In case of conflict between the quotation and the general terms and conditions, the general terms and conditions shall always prevail.

ARTICLE 4. PRICE FOR ADDITIONAL WORK - BUDGET UPDATES

4.1 The price agreed between the parties is set out in the quotation. From the moment the quotation is signed, the customer declares agreement with the prices stated in the quotation.

4.2 The prices stated in the quotation are an indication, without taking into account any market developments. The price stated in the quotation may be subject to changes due to elements beyond the control of Dazzle Events BV.

4.3 Dazzle Events BV has the right at all times to adjust prices where necessary to offset its own costs, including but not limited to: (i) a price increase in raw materials, goods, or services needed to produce the goods, as well as an increase in the price charged by its own suppliers for goods to be delivered to the customer; (ii) changes in the type, design, quality, packaging, shipping, and delivery methods, or other specifications relating to the goods in the quotation or order confirmation; (iii) volume shortages; and (iv) unexpected events reasonably beyond the control of Dazzle Events BV that hinder performance of the agreement.

4.4 All work not included in the quotation constitutes additional work and will be charged at the following hourly rates:

Show director: EUR 130 per hour
Senior event manager: EUR 90 per hour
Logistics manager (for larger productions): EUR 80 per hour
Junior event manager: EUR 65 per hour
Graphic design: EUR 100 per hour
Truck driver: EUR 60 per hour
Truck driver (CE license): EUR 70 per hour
Stand builder: EUR 55 per hour
Warehouse staff: EUR 42 per hour
Stagehand: EUR 42 per hour

Storage rates are as follows:

Loading/unloading per pallet: EUR 6
Shipping materials: per quotation
General package price up to 30kg: EUR 8.96 via DPD
Weekly rental for large temporary volumes: EUR 5/pallet/week – minimum of 1 pallet
Long-term rental of small or large materials: EUR 12/m³/month – minimum of 1m³
Receiving, sending, and handling of materials, hourly rate: EUR 42/hour
Custom insurance with a minimum of EUR 2/month (admin)

Transport costs are charged at EUR 0.50 per kilometer.

4.5 If, in the course of developing a concept or event, it becomes apparent that the budget needs to be increased, this will be discussed with the customer. The resulting budget update will be binding once confirmed by email.

4.6 Whenever Dazzle Events BV develops a concept, a retainer fee will in any case be due. This retainer fee is a minimum cost charged for designing the concept, budgeting, and presenting an assignment. This fee will amount to at least EUR 800. Dazzle Events BV has the right to charge more for this. The retainer fee will also be included in the quotation.

4.7 The agreed prices are exclusive of VAT, unless otherwise agreed between the parties. If the VAT rate applicable to the invoicing of the price changes, the price of the work still to be invoiced will be adjusted accordingly, even if a price inclusive of VAT was agreed.

ARTICLE 5. WRITTEN CONFIRMATION

5.1 Assignments must be confirmed in writing by the customer, including by email, through signature of the quotation or agreement. If the customer fails to do so and the assignment is confirmed by Dazzle Events BV, and no objection is raised within 8 days, the content of this confirmation will apply. Commencement of performance is deemed confirmation, unless done under reservation.

5.2 Any additional work or budget updates will always be communicated by email. Additional work or budget updates must always be confirmed by the customer by replying to that email. In the absence of a response from the customer within 24 hours, this will be considered confirmation of the additional work. By sending further assignments and orders to Dazzle Events BV, the customer confirms agreement with the additional work.

5.3 Verbal or written options granted do not bind Dazzle Events BV. An assignment is only accepted as ordered once the agreement or order form has been signed.

5.4 Verbal or written addenda to the agreement form an integral part of the agreement. All terms of the agreement and the general terms and conditions of Dazzle Events BV remain applicable to addenda to a contract.

ARTICLE 6. PERFORMANCE OF SERVICES

6.1 The work is carried out by Dazzle Events BV according to standard industry practice.

6.2 Promotion of the event is exclusively the responsibility of the customer, at its own expense and under its own responsibility, unless otherwise agreed. The customer must accept that the logo of Dazzle Events BV and its service providers will be used in promotional material in accordance with Article 13.6 of these general terms and conditions.

6.3 Dazzle Events BV reserves the right to have the assignment carried out by third parties or subcontractors. Dazzle Events BV will only work with third parties and/or subcontractors whose quality it can guarantee at all times.

ARTICLE 7. DELIVERY AND PERFORMANCE DEADLINES

7.1 The performance deadlines proposed by Dazzle Events BV are purely indicative, unless expressly agreed otherwise. Dazzle Events BV can never be held liable in the event of late performance. Naturally, Dazzle Events BV ensures that when an event is scheduled for a particular date, everything will be in order by that date.

7.2 Late performance can never give rise to any right to compensation, nor to a right to postpone payment obligations or to terminate the agreement.

7.3 If Dazzle Events BV is unable to confirm a date for an event, another suitable date will be chosen. Rescheduling the date of the event cannot give grounds for termination of the agreement.

ARTICLE 8. SPECIFIC ARRANGEMENTS REGARDING FOOD ORDERS

8.1 When orders are placed for food and drinks, this must be communicated in a timely manner. The final number of persons must be confirmed by email to Dazzle Events BV no later than 7 days before the event. After this, no orders or changes can be accepted.

8.2 Dazzle Events BV cannot be held liable if the customer provides an incorrect number of persons. This remains the customer's responsibility.

ARTICLE 9. INVOICING

9.1 The prices agreed between the parties are set out in the quotation.

9.2 Invoicing will be sent to the customer electronically. All invoices are payable at Nijverheidskaai 14, 9040 Ghent, and via transfer to Dazzle Events BV's bank account BE81 0016 3405 4724. A payment term of 14 days applies.

9.3 Unless expressly agreed otherwise, every event order is accompanied by payment of an advance of at least 40% of the total order amount. Before the start of the event build-up, a further installment of 30% must be paid. The final installment is due no later than 30 days after receipt of the balance invoice. In the event that an event must be organized on short notice (i.e., in less than 30 days), the customer will pay 50% of the order upon signing the agreement or order form, and the second installment of 50% will be paid no later than 14 days after receipt of the balance invoice. In the event that Dazzle Events BV is engaged to design a trade fair stand, 60% of the order is paid upon signing and the second installment of 40% is paid upon completion of the trade fair stand.

9.4 Any unpaid invoice will automatically and without notice accrue late payment interest of 10% per year on the invoice amount including VAT, from the due date, even if a grace period has been granted.

9.5 In the same case, the outstanding balance will also be increased by a fixed compensation of 10% of the invoice to cover extrajudicial collection costs, with a minimum of EUR 250.00, without prejudice to any collection costs or legal costs due to Dazzle Events BV. In addition, all granted discounts will lapse in that case.

9.6 If there are several outstanding invoices, the fixed compensation will be due on each of the invoices.

9.7 Late payment of one invoice will result not only in the suspension of all services, but also in all outstanding invoices becoming immediately due and payable in full.

9.8 If payment remains outstanding or is delayed, Dazzle Events BV reserves the right to halt performance of any further planned events and services, without prejudice to Dazzle Events BV's right to claim compensation.

9.9 If the invoice is issued in the name of a third party at the customer's request, the customer will be jointly and severally liable with that third party for payment.

9.10 Advances and amounts already paid are in any case retained by Dazzle Events BV, even if the assignment has not yet been paid in full.

ARTICLE 10. AMENDMENTS

10.1 Amendments within a margin of 5% of the total order will be permitted up to a maximum of two weeks prior to the production start date of the event. Amendments requested later will not be accepted, unless otherwise agreed.

10.2 Any suspension or amendment of an order during its performance may result in a revision of the initially agreed price, without prejudice to the sanction relating to Dazzle Events BV's intellectual property rights. Prices and rates resulting from amendments will be subject to increases due to last-minute deliveries and short-term indexations.

ARTICLE 11. CANCELLATION

11.1 In the event of cancellation of the assignment by the customer, Dazzle Events BV will have the choice of demanding forced performance of the agreement, or of halting performance and claiming compensation. In the latter case, the customer will be required to reimburse all expenses already incurred.

11.2 Cancellation must be made in writing and is only valid upon written acceptance by Dazzle Events BV.

11.3 In the event of partial cancellation, compensation is calculated on the amount corresponding to the cancelled portion.

11.4 In the event of cancellation, the customer owes fixed compensation amounting to 20% of the total order amount. If cancellation by the customer occurs less than 30 days prior to the production start date of the event, the customer owes fixed compensation of 25% of the total order amount. Any cancellation within 14 days of the start of the event will not be accepted. In that case, compensation equal to 100% of the contractually agreed amount is due.

11.5 In any case, the customer owes transport costs at a rate of EUR 0.50 per kilometer in addition to the compensation under Article 10.4.

11.6 If the costs already incurred and hours already worked exceed the percentage of compensation under Article 10.4, these actual costs will also be charged in the event of cancellation. The fixed compensation under Article 10.4 will also be increased by the agency fees and stated profits that Dazzle Events BV loses as a result of the cancellation.

ARTICLE 12. FORCE MAJEURE

12.1 Force majeure is any event that constitutes an insurmountable obstacle to the normal performance of Dazzle Events BV's obligations and that forces it to temporarily or permanently halt work. Examples include fire, explosions, terrorist attacks, earthquakes, seaquakes, storms or other weather conditions, war or civil war, revolutions, strikes, blockades, riots, epidemics, pandemics, machine breakdown, an act by the government or any other authority, lock-out, and the resulting consequences.

12.2 In the event of a force majeure situation preventing Dazzle Events BV from fulfilling its contractual obligations toward the customer, these obligations are suspended until Dazzle Events BV is again able to fulfill them, without Dazzle Events BV being in default with respect to the fulfillment of those obligations and without Dazzle Events BV being liable for any compensation.

12.3 If Dazzle Events BV is unable to perform the agreement for more than one month, the parties will consult with each other regarding future performance of the agreement. If no agreement can be reached, either party will have the option to terminate the agreement, without observing any notice period or compensation.

12.4 Termination will be notified to the other party by registered letter. In order to validly invoke termination due to force majeure, the registered letter must be sent within two working days after certainty exists regarding the existence of the force majeure.

12.5 All services already provided and costs already incurred by Dazzle Events BV up to the termination of the Agreement due to force majeure will be payable to Dazzle Events BV.

ARTICLE 13. LIABILITY

13.1 Dazzle Events BV is responsible for the performance of the agreed services/assignments.

13.2 The liability of Dazzle Events BV is covered by its professional liability insurance.

13.3 Dazzle Events BV can never be held liable for late performance, unless this is due to gross negligence on its part directly and causally linked to proven damage.

13.4 Dazzle Events BV bears no responsibility for the acts or errors of third parties; it is only responsible for its own errors.

13.5 The customer is liable for damage caused by its guests (for example, but not limited to: broken glass, damage to materials). Any damage established by Dazzle Events BV will be added to the customer's final invoice.

13.6 Dazzle Events BV cannot be held liable for any non-conformity of the event directly or indirectly caused by information, elements, or instructions given or approved by the customer, or by force majeure.

13.7 The customer guarantees to Dazzle Events BV, and releases it from all liability in this regard, that any elements of the event (music, sets, images, costumes, etc.) that it makes available for the performance of its services may also be freely used for that purpose. The customer will indemnify Dazzle Events BV against all direct or indirect consequences of claims brought against it by third parties, including defense costs.

13.8 In the event of damage, this cannot give rise to suspension of payment or non-payment of invoices. Set-off against the invoice amount is excluded.

13.9 A customer renting goods from Dazzle Events BV (trade fair stands, displays, furniture, etc.) is responsible for these from the moment they are received until the moment they are returned to Dazzle Events BV. Damaged, lost, or stolen goods must be fully compensated by the customer to Dazzle Events BV.

13.10 Dazzle Events BV is not liable for hidden defects or resulting damage, direct or indirect, except where Dazzle Events BV was aware of these defects. In any case, Dazzle Events BV reserves the right, if held liable for hidden defects, to choose either to refund the price paid by the customer or to replace the delivered goods. Dazzle Events cannot be held liable for any compensation or reimbursement of any cost whatsoever.

13.11 The damage for which Dazzle Events BV could be held liable can never exceed the value of the agreement. In any case, the damage for which Dazzle Events BV can be held liable is limited to a maximum of the following amounts:

EUR 5,000,000.00 for combined bodily injury and property damage per claim, for extra-contractual damage to third parties;
EUR 2,500,000.00 for combined bodily injury and property damage per claim and per insurance year, for contractual and extra-contractual liability to third parties after delivery;
EUR 500,000 for combined bodily injury and property damage per claim and per insurance year, for contractual and extra-contractual liability to third parties resulting from errors, negligence, or omissions committed in the course of professional activity.

13.12 In the event that Dazzle Events BV acts as a consultant, all materials belonging to Dazzle Events or to the customer will be transported at the customer's expense and risk.

13.13 In the event that Dazzle Events BV acts as an advisor and/or in the absence of an agreement to the contrary, the customer undertakes to take out all insurance policies customarily taken out by an event organizer (including exhibitor civil liability insurance and all-risk insurance), and will in particular ensure that the staff of Dazzle Events BV and its service providers for the event, as well as the materials it uses for the event, are covered.

13.14 The necessary administrative or other permits, as well as accreditations necessary for organizing and producing the concepts and ideas provided by Dazzle Events BV, are the full responsibility of the customer. Dazzle Events BV cannot be held liable for the absence of any of these permits/accreditations.

13.15 Any natural person who commits to Dazzle Events BV on behalf of another natural person, a company, or an association will be personally and jointly liable, together with that third party, company, or association, for the commitments thus entered into. Dazzle Events BV is solely responsible toward the customer. Natural persons dealing with Dazzle Events BV are deemed to have full authority to represent and act in the name and on behalf of the customer.

ARTICLE 14. RETENTION OF TITLE AND INTELLECTUAL PROPERTY

14.1 Notwithstanding Article 1583 of the old Civil Code, Dazzle Events BV remains the owner of all goods/materials delivered or still to be delivered to customers, until the price for these items has been paid in full. This does not, however, affect the transfer of risk. Copying, reproducing, distributing, or creating a derivative work in electronic or printed form, in whole or in part, of the information of Dazzle Events BV and the content of its proposals-suggestions, in any manner, is prohibited. Only one copy may be stored on a single computer, and exclusively for the personal use of the person downloading the content. This copy must also include the copyright notice and all other ownership notices. Any other reproduction requires the explicit prior written consent of Dazzle Events BV. All reproductions of concepts and/or images for public or private use must be stated within the offer or on the order form and are strictly limited to the scope of the order or the exploitation of the license. No later than one week before the start of the event, a call sheet will be provided to the customer, containing the arrangements set out in this article. This consent in no case includes a transfer of rights and is granted without any exclusivity in favor of the customer and solely for the territory and duration within the scope of the order. In the absence of clarification or in case of doubt, the scope necessary within the customer's order will be deemed strictly limited to the first use made of it, for the territory of Europe and for a duration of one year. This consent to exploitation as described above is conditional on the customer fulfilling all its obligations, including payment of amounts owed to Dazzle Events BV and respecting the intellectual property rights in the event, the materials, and the creations delivered.

14.2 Making any audio recording, photographic recording, or audiovisual recording of all or part of an event is prohibited. Dazzle Events BV reserves the right to distribute images of the event as it was executed, for the purpose of advertising or giving a presentation or any other broadcast as an example or promotion of the work it produces, in any manner it may choose, and always with reference to the customer.

14.3 Events not chosen by the customer, including all images, music, films, projects, sketches, models, and other creations or works, may not be exploited in any way without the prior written consent of Dazzle Events BV.

14.4 Concepts and events may not be modified without the express written consent of Dazzle Events BV.

14.5 Dazzle Events may place its name or logo, as well as those of its service providers, on materials used to promote the event, in accordance with terms to be agreed with the customer; this mark may not be altered, removed, or relocated without the consent of Dazzle Events BV.

14.6 Dazzle Events BV in any case retains sole ownership of all intellectual and other property rights, including but not limited to copyrights, trademark rights, design rights, and patent rights relating to the information in the delivered services and to the content of the work it provides, even if the services or the concept of an event remained in the development phase.

14.7 Dazzle Events reserves the right to present concepts and ideas to different customers, regardless of the development stage of the event or idea.

14.8 Any infringement of this article will give rise to compensation consisting at minimum of full indemnification of Dazzle Events BV. At minimum, Dazzle Events BV will send an invoice for the services rendered in this regard.

14.9 If the buyer infringes the intellectual property or other rights of Dazzle Events BV and fails to comply with the conditions set out above, the buyer will be required to compensate and indemnify Dazzle Events BV against all claims or actions brought as a result of the infringement committed.

ARTICLE 15. GDPR AND PRIVACY

15.1 Dazzle Events BV attaches great importance to the protection of its customers' personal data. Customers are informed about the protection of their personal data in the privacy policy of Dazzle Events BV: https://www.dazzle-events.be/privacy-policy/.

15.2 Under the agreement, personal data may be processed for purposes arising from the agreement concluded between the parties. Personal data will only be processed if this is necessary for the performance of the agreement. If Dazzle Events BV processes personal data for other purposes, it will request prior consent for this.

ARTICLE 16. OBLIGATIONS OF BUSINESSES

If the customer fails to meet its administrative and legal obligations, Dazzle Events BV cannot be held liable for this in any way. The customer indemnifies Dazzle Events BV against any claims arising from failure to comply with its obligations.

ARTICLE 17. DISPUTES

17.1 Customers must notify Dazzle Events BV of any complaints regarding the services provided and/or invoices by registered letter, stating the reasons for the objection, within 8 days of the invoice date. Failing this, invoices will be deemed accepted without reservation.

17.2 Complaints do not suspend the customer's payment obligation. Complaints must be clearly described so that Dazzle Events BV can take the necessary steps to address them, insofar as they are well-founded. In the absence of complaints, the customer is deemed to accept the services, goods delivered, and invoices sent.

17.3 Any disputes will be settled by the courts of the district in which Dazzle Events BV has its registered office.

17.4 Belgian law exclusively applies.

VERSION JANUARY 2025

General terms and conditions