Journey Up reserves the right to change these terms and conditions. You agree that the most recent version of these terms & conditions apply. Parties may deviate from these Terms and Conditions in writing.
Article 1 – General
1. These terms and conditions apply to every offer, proposal and assignment between Journey Up and you (Client). On request, Journey Up shall send these terms and conditions to you, free of charge. They are also available on www.journeyup.nl
2. If a part of these terms and conditions is inapplicable or invalid, that does not affect validity of the rest of these terms and conditions. The invalid part shall be replaced by a provision that, as far as possible, is in accordance with the invalid provision.
Article 2 – Establishment of the Assignment
1. The assignment shall be deemed established when a signed agreement is returned to Journey Up or when Journey Up receives a confirmation in writing from the Client and a pre-payment of the total amount, unless stated differently.
2. An “assignment” shall be understood to be: Travel and event services; f.e. Transfers, hotel reservations, restaurant bookings, lectures, social program, meetings, personal assistance service, etc, commissioned by the Client. A detailed description of the activities shall be included in the agreement or proposal.
Article 3 – Proposals and Offers
1. All offers and proposals from Journey Up are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not for possible future assignments).
2. If the Client provides Journey Up with certain information,Journey Up may assume that the provided information is correct and will base the proposal on that information.
Article 4 – Pricing
1. Journey Up can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
2. All rates are quoted in Euros. VAT and local tourist taxes are included in all our rates, unless stated differently.
3. Journey Up will quote a price for your specific requirements. Unless Journey Up indicates differently, the price does not include such matters as the cost of refreshments, food, admission to events or activities, airport or hotel transfers, parking or porterage charges.
4. If changes to previously submitted quotations oblige Journey Up to carry out extra work, then Journey Up will be entitled to charge time (which may be confirmed) at an hourly rate.
5. In the cost specification Journey Up could use provisionary sums, actual amount will be calculated at the final bill.
Article 5 – Payment and Collection Charges
1. Client must pay within after the invoice date unless stated differently on the service agreement. Journey Up shall send an invoice each finished project. Parties may deviate on the payment term, if agreed in writing.
2. If the payment by Client is due, he will automatically be in default, without a notice of default being required. If case of default, Client owes Journey Up the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
3. Any outstanding amounts by the Client are immediately payable in the following cases:
a. Client fails to pay within the payment term;
b. Client is bankrupt or applied for a suspension of payment or any other
c. Client (company) is dissolved or liquidated;
d. Client (private individual) is placed under guardianship or deceased.
4. If unforeseen expenses arise during the execution of the arrangement, they will only be incurred following consultation with the client, with the exception of emergencies. These expenses will be paid by the client on the spot or at a later date following receipt of an invoice.
5. Payments can also be done by credit card, a credit card fee will apply. This is not stated on the cost specification.
6. Any bank costs for a payment will be assumed by the client.
Article 6 – Execution time
1. If Client owes Journey Up a prepayment or if Journey Up need Client to provide certain information or materials, the term within which Journey Up shall execute the activities (the execution time), shall not begin until the prepayment, information or material is received by Journey Up.
2. If a term is agreed before the execution, this shall never be a deadline. When the term is due, Client shall send a notice of default to Journey Up.
3. Client cannot terminate the agreement if Journey Up exceeds a term. This does not apply when execution of the activities is permanently impossible or if Journey Up does not execute the activities within a new term for execution. Such new term should be given in writing.
Article 7 – Third Parties
Journey Up may involve third parties (partially) to perform the activities. The following articles of the Dutch Civil Act (Burgerlijk Wetboek) do not apply:
• 7:404 (execution by a certain person);
• 7:407 sub 2 (joint and several liability);
• 7:409 (death of a certain person).
Article 8 – Execution of the Assignment
1. Journey Up shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
2. Journey Up may execute the assignments in different phases and send separate invoices on the different phases.
3. If Journey Up performs the assignment in different phases, Journey Up may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
4. Client shall timely provide Journey Up with all information or material, required for the execution of the assignment.
5. If Client does not provide the material or information in time, Journey Up may suspend the execution of the assignment and charge the additional costs, coming from the delay. Journey Up is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
Article 9 – Changes of the Assignment
1. If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
2. If parties agree on altering the assignment, Journey Up may raise or lower the price. If possible, Journey Up shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
3. Journey Up may refuse a request, made by Client, to change the assignment if changing the assignment could affect the quality or quantity of the activities.
Article 10 – Suspension, Dissolution
1. Journey Up may temporarily suspend the execution of the activities if he cannot comply because of Force Majeure.
2. If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
3. majeure may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Journey Up for damages.
Article 11 – Termination in the Interim
1. If Journey Up cancels the assignment in the interim, Journey Up shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Journey Up, these costs shall be borne by Client.
2. Journey Up may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
a. Client fails to pay within the payment term;
b. Client is declared bankrupt or applied for suspension of payments, or applied
or becomes subject to any other insolvency procedure;
c. Client (the company) is dissolved or liquidated;
d. The occurrence of circumstances in which Client can no longer freely dispose
of his capital.
Article 12 – Force Majeure
1. Journey Up is not obliged to comply in the event of force majeure.
2. Journey Up may suspend the obligations, coming from the assignment, for
as long as the force majeure continues.
3. If Journey Up complied with a part of its obligations, and that part has an
independent value, Journey Up may charge that part to the Client.
4. Force majeure refers to circumstances which obstruct execution of the contract and which are not attributable to Journey Up. These include (among others):
• Strikes in companies other than Journey Up traffic hindrances, (general)
• Transport problems and technical difficulties of any nature.
5. In cases of force majeure, Journey Upis entitled to defer execution of the
contract. Should the period of force majeure last longer than 60 days, both parties are entitled to rescind the contract without liability for damages.
Article 14 – Complaints
1. Client shall notify Journey Up in writing of any complaints within seven days after detection (or –on invisible shortcomings– after he could have detected it).
2. A timely notified complaint does not suspend or cancel any payment obligation from the Client.
3. If Client does not notify Journey Up timely, Client is not entitled to any recovery, replacement or compensation.
4. If it is established that the complaint is justified and the notification by Client thereon was timely delivered, Journey Up shall recover, replace or compensate it’s work within a reasonable term after having received the notification from the Client.
5. If it is established that a complaint is not justified, Client shall compensate Journey Up for made expenses (like research costs).
6. The refund can only be the management fee of Journey Up and Journey Up shall intermediate between the supplier and the client at no additional cost.
Article 15 – Liability
1. Journey Up is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Journey Up.
2. Journey Up is not liable for any damages resulting from Journey Up relying on incorrect or incomplete information provided by Client.
3. The liability of Journey Up shall never exceed the amount paid by its insurer.
4. If Journey Up’ professional liability insurer does not cover the damages, Journey Up’ liability is limited to an amount of €10,000, unless the (total) by Client paid amount does not exceed €10,000. If so, Journey Up’s liability is limited to the total by Client paid amount.
5. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.
6. Journey Up is not liable for any defaults and delays caused by the service supplier for any reason whatsoever and any damage arising there from. This will include but not be restricted to delays by technical breakdowns of the vehicle, weather conditions, traffic congestions, strikes and or blockades, the failure to catch connecting transportation, overbooking, amendments to or the cancellation of travel arrangements of the service supplier.
7. Journey Up acts only in the capacity of intermediary between the client and the service supplier and Journey Up will do all possible to safeguard the interests of the client and the passengers which is reasonable under the given circumstances.
8. Journey Up shall not be held liable for damage to and/or loss of the property of participants on the arrangement, or for injury to or death of the participants, regardless of cause or nature excepting gross negligence on the part of Journey Up.
9. Should the client in the package arrangement not follow Journey Up instructions or those instructions given by third parties commissioned by Journey Up to carry out the arrangement, such that the arrangement cannot be carried out as planned, then Journey Up shall not be held responsible for the resultant damage, regardless of nature.
10. The exclusions and restrictions described above will also be applicable to the staff of Journey Up.
Article 16 – Limitation Period
The limitation period on all claims and defences against Journey Up is one year.
Article 17 – Indemnification
1. Client indemnifies Journey Up from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Journey Up.
2. If third parties address Journey Up to be liable for damages resulting from the execution of the assignment, Client shall support Journey Up both judicial and extrajudicial and Client shall do what may be expected from him.
3. If Client does not provide the support described in paragraph 2, Journey Up may take the actions it deems required. All expenses and damages made by Journey Up in this respect shall be borne by Client.
Article 18 – Intellectual Property
1. All the plans, documents, pictures, drawings, programming, creations and related information, made by Journey Up, remain property of Journey Up. This also applies if related expenses are charged or when these are improved, later on.
2. Client can only copy the aforementioned properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by Journey Up.
3. Client and Journey Up shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Journey Up. If parties do not agree on further terms concerning the licenses, Journey Up grant Client a non-transferrable license to use the works, made by Journey Up (like: software, designs, illustrations or any other creation), for an indefinite period of time.
Article 19 – Non-Disclosure
1. Journey Up shall not disclose any of Client’s information to third parties, unless Journey Up is required by a statutory or professional obligation to disclose the information.
2. Journey Up shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Journey Up and the information can be of importance.
3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Journey Up, whether they are in writing or not.
Article 20 – Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.
Article 21 – Applicable Law
Article 22 – Competent Court
The Court of Amsterdam.
Article 22 – Photo Material
Journey Up reserves the rights to take photographs and videos during your assignment for internal use. In case Journey Up would like to use the footage in a commercial way, Journey Up will always ask for written confirmation from the client.