[Translation from Dutch. In case of doubt or differences between this translation and the
Dutch version, the Dutch text is leading.]
General Terms and Conditions
These General Terms and Conditions govern the departments Sports Events, Congresses &
Meetings, Incentives & Events, Concept & Creation, Group Ticketing, Sailing and Automotive
Departments of ATP Specials B.V., a private limited liability company, also operating under
the name ATP, The Advanced Travel Partner, ATP Event Experts and ATPI, having its
registered office at Beechavenue 101 in Schiphol-Rijk, the Netherlands, and maintaining
places of business in The Hague, the Netherlands, and Schiphol-Rijk, among other places.
1.
Definitions
1.1
ATP Specials: the Sports Events, Congresses & Meetings, Incentives & Events,
Concept & Creation, Group Ticketing, Sailing and Automotive Departments of ATP
Specials B.V., a private limited liability company, also operating under the name ATP,
The Advanced Travel Partner, ATP Event Experts and ATPI, having its registered
office at Beechavenue 101 in Schiphol-Rijk, and maintaining places of business in The
Hague, the Netherlands, and Schiphol-Rijk, among other places.
1.2
Principal: a natural person who or legal entity that acts as ATP Specials’s other
contractual party pursuant to the Agreement.
1.3
Guest: a natural person, and/or the person or persons who accompany him, to whom a
service is provided on the ground of the Agreement concluded with the Principal.
References in the General Terms and Conditions to a ‘Guest’ or the ‘Principal’ are
intended to refer to both the Guest and the Principal unless it necessarily entails from
the content and purport of the provision in question that the reference could only be to
one of the two.
1.4
Agreement: the agreement that ATP Specials and the Principal conclude with respect
to the services that ATP Specials will provide in the field of travel, conferences or
events, the foregoing in the broadest sense of the words, such as the Principal’s
entering into an agreement, i.e. in the capacity of Intermediary, for the provision of
accommodation and/or food and/or drinks and/or auditorium space or other space
and/or grounds and/or transport and/or other services and goods to the Principal by a
Service Provider, and entering into a Travel Agreement (within the meaning of Articles
7:500 et seq. of the Dutch Civil Code (Burgerlijk Wetboek)) with the Principal in the
capacity of Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch
Civil Code), in exchange for payment of a price that the Principal will pay ATP Specials.
1.5
Service Provider: the provider of the accommodation and/or the restaurant company
and/or the audiovisual lease company and/or the carrier and/or the Tour Operator
(within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) and/or another
service provider with which ATP Specials has entered into an Agreement on behalf of
or for the benefit of the Principal for the provision of services and/or the supply of
goods, and that is responsible for the provision of the service in question with due
observance of the applicable conditions.
1.6
Contractual Value: the total value of the Agreement (including tourist taxes and VAT).
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1.7
Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil
Code): the party that offers the public at large or a group of persons trips that are
planned in advance in the context of conducting its business. A party that acts as an
Intermediary in the context of conducting its business for the benefit of a Tour Operator
(within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) that does not
have its registered office in the Netherlands will be deemed to be a Tour Operator
(within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in respect of its
other contractual party.
1.8
Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil
Code): an agreement through which a Tour Operator (within the meaning of Articles
7:500 et seq. of the Dutch Civil Code) undertakes towards its other contractual party to
provide the organised trip that it has offered in advance, comprising an overnight stay
or a period that exceeds 24 hours and at least two of the following services:
1. transport;
2. accommodation; and
3. another tourist service that is not related to transport or accommodation and that
forms a significant part of the trip.
1.9
Traveller:
1. ATP Specials’s Principal; or
2. the party for whose benefit the trip has been stipulated and who has accepted that
stipulation; or
3. the party to whom the legal relationship with the Tour Operator (within the meaning
of Articles 7:500 et seq. of the Dutch Civil Code) has been transferred in accordance
with Article 7:506 of the Dutch Civil Code.
References in the General Terms and Conditions to the ‘Traveller’ or the ‘Principal’ are
intended to refer to both the Traveller and the Principal unless it necessarily entails
from the content and purport of the provision in question that the reference could only
be to one of the two.
1.10 Intermediary: the party that, in the context of conducting its business, intermediates in
the conclusion of agreements in the field of travel, conferences or events, the foregoing
in the broadest sense of the words, including the provision of recommendations and
information in that respect.
1.11 In these terms and conditions ‘written’ or ‘in writing’ is taken to include electronic
communications.
2.
Applicability
2.1
These General Terms and Conditions govern the conclusion and the content of the
Agreement and all offers with respect to the conclusion of an Agreement, to the
exclusion of any terms and conditions applied by the Principal. If the Agreement is
nonetheless also governed by any other terms and conditions, the General Terms and
Conditions will prevail in the event of any conflict.
2.2
It is possible to derogate from the provisions contained in the General Terms and
Conditions only by means of a written document, from case to case.
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2.3
These General Terms and Conditions also pertain to all natural persons whom and
legal entities that ATP Specials uses or has used in connection with the conclusion
and/or performance of the Agreement. With respect to the part of the trip that is carried
out by a carrier, the general terms and conditions of carriage applied by the carrier in
question will apply. Those terms and conditions may be obtained via ATP Specials or
from the carrier in question.
3.
Structure of the General Terms and Conditions/further outline
3.1
In view of the structure of the General Terms and Conditions, in the context of the
parties’ rights and obligations it is important to take note of the capacity in which ATP
Specials will provide the agreed service(s).
For the record: if ATP Specials is obliged to provide various services on the ground of
the Agreement it will be necessary to determine in respect of each individual service in
what capacity ATP Specials is providing the service in question; thus, the various
services may be provided in different capacities. The following options are possible:
1. ATP Specials acts in the context of its capacity as an Intermediary
This capacity will apply in situations in which ATP Specials provides the following
services on the ground of the Agreement:
a. intermediation in respect of a single service in connection with the conclusion of an
agreement between the Principal and a Service Provider (including providing
recommendations and information in that respect); or
b. intermediation in respect of numerous services that do not fall within the scope of the
definition of a Travel Agreement (within the meaning of Articles 7:500 et seq. of the
Dutch Civil Code) in connection with the conclusion of an agreement or agreements
between the Principal and a Service Provider or Service Providers (including providing
recommendations and information in that respect).
The following provisions apply with respect to the conferences and events that ATP
Specials organises for the benefit of the Principal. With respect to the reservations
(including recommendations and information in that respect) that ATP Specials makes
in the context of organising conferences and events, ATP Specials must be deemed to
be an Intermediary, unless and insofar ATP Specials must be deemed to be a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) in which
case there must therefore be deemed to be a Travel Agreement (within the meaning of
Articles 7:500 et seq. of the Dutch Civil Code). The other services that ATP Specials
provides in the context of organising conferences and events, i.e. the services in
respect of which ATP Specials does not act as Intermediary or as a Tour Operator
(within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), but rather as the
actual service provider, fall within the scope of category 3.
ATP Specials will enter into the agreement with the Service Provider in question on
behalf of the Principal, in which case the Principal will be bound by the conditions of the
Service Provider that the Service Provider has declared applicable upon the conclusion
of the agreement in respect of the actual services provided. The Principal indemnifies
ATP Specials in respect of any and all claims in that respect. At the Principal’s request
ATP Specials will intermediate in connections with the Principal’s obtaining those
conditions.
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2. ATP Specials acts in the context of the capacity of Tour Operator (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case there
must therefore be deemed to be a Travel Agreement (within the meaning of
Articles 7:500 et seq. of the Dutch Civil Code)
This category will apply if ATP Specials is deemed to be a Tour Operator (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code) under Dutch law (including
mandatory provisions of European law), in which case there must therefore be deemed
to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch
Civil Code).
The following provisions apply with respect to the conferences and events that ATP
Specials organises for the benefit of the Principal. If ATP Specials provides numerous
services in the context of conferences and events, it is possible that some of those
services will fall within the scope of the definition of a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code) and other services will not.
With respect to the services that do fall within the scope of the definition of a Travel
Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), ATP
Specials must be deemed to be a Tour Operator (within the meaning of Articles 7:500
et seq. of the Dutch Civil Code) provided that all the other conditions have been met, in
which case the other services will fall within the scope of category 1 or 3.
3. ATP Specials does not act in the context of its capacity as an Intermediary or a
Tour Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil
Code)
This category involves situations in which ATP Specials provides one or more services
in the context of which ATP Specials does not act as an Intermediary or a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), but
rather as the actual service provider.
For the sake of convenience reference is made to the provisions contained in
Article 3.1(1) with respect to the conferences and events that ATP Specials organises
for the benefit of the Principal.
That differentiation is significant in view of the parties’ rights and obligations, and it will
therefore be referred to in the General Terms and Conditions in all cases in which that
is necessary and relevant.
4.
Offer and acceptance
4.1
Every offer made by ATP Specials is without engagement unless the offer in question
constitutes an irrevocable offer within the meaning of Article 6:219(3) in conjunction
with Article 6:217(2) of the Dutch Civil Code (Burgerlijk Wetboek).
4.2
An offer without engagement may be revoked immediately after receipt of the
acceptance of the offer. Revocation must take place immediately and in any event
within two working days after the Agreement is concluded.
4.3
ATP Specials also will not be obliged to perform an agreement after the term referred
to in Article 4.2 if and insofar as the offer or the written confirmation is based on a
manifest error or mistake.
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4.4
The room prices indicated in the offer apply per room per night and are exclusive of
VAT, service charges of the hotel in question, city tax and breakfast. The room price
does not include extra services (such as pay TV, minibar, pressing, porterage and
room service); such extra services do not form part of the offer made by ATP Specials
4.5
The other prices indicated in the offer are exclusive of VAT.
4.6
The prices referred to by ATP Specials are based on the factors that determine the
prices at the time at which the offer is made and/or the agreement is concluded. The
class descriptions and flight information indicated in the offer are indicative in nature
and cannot be guaranteed by ATP Specials.
4.7
The provisions contained in Articles 4.4 to 4.5 will not apply if and insofar as the parties
explicitly agree otherwise from case to case.
4.8
The Agreement will be concluded by means of the Principal’s acceptance of the offer
made by ATP Specials. The Principal may accept the offer in writing or orally. The
Principal will be bound by the agreement after he has accepted the offer.
4.9
Even if the Principal enters into the Agreement with ATP Specials only as an
intermediary it, as well as its principal, will be jointly and severally liable in respect of all
the obligations pursuant to the Agreement.
5.
Obligations of the Principal and/or the Traveller
5.1
The Principal will provide ATP Specials in a timely manner with the information
required (including any further information required) regarding himself and his clients
and/or their Guest(s). In the event that the information is not provided in a timely
manner ATP Specials will be entitled to charge the Principal a fee for administrative
costs equal to 2% of the contractual value or in any event the relevant part of the
contract, in addition to the costs that the supplier charges ATP Specials.
5.2
The Principal agrees that ATP Specials will be entitled to provide the information
regarding the principal and any clients and/or their Guests, including the mobile
telephone number and/or e-mail address, to the Service Providers (such as airlines).
The Principal warrants towards ATP Specials that any clients and/or their Guest(s)
have given him permission to do so and indemnifies ATP Specials in respect of any
claims brought in that respect. If the Principal does not wish to permit such information
to be provided or is in default in this respect, ATP Specials will not be liable for any
delays and/or other damage caused by the inability to inform the traveller(s) in a timely
manner by or on behalf of ATP Specials.
5.3
The Principal warrants towards ATP Specials that:
1.
explicit permission has been obtained from the traveller(s) for the provision of
their personal data to ATP Specials and the processing of those personal data
within the meaning of the Dutch Personal Data Protection Act (Wet bescherming
persoonsgegevens) by ATP Specials (including the provision of the personal data
to service providers) insofar as necessary for the conclusion and performance of
the Agreement and/or the Agreement with the service provider(s) and in order to
optimise the services being offered; and
2.
the Principal will provide the Traveller(s) with all the information prescribed by law
prior to acquiring the aforementioned permission, in any event including the
following information:
a.
which personal data it will provide to ATP Specials;
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b.
c.
d.
e.
the fact that the services providers, including airlines, to which ATP
Specials provides personal data in connection with the provision of services
may be obliged to comply with foreign authorities that may be located in
countries outside the European Economic Area (EEA) that do not offer
comparable protection of privacy as the countries within the EEA in
accordance with the European Privacy Directive (95/46/EC), such as but
not limited to the US Bureau of Customs and Border Protection;
the fact that service providers may be located in countries outside the EEA
that that do not offer comparable protection of privacy as the countries
within the EEA in accordance with the European Privacy Directive
(95/46/EC) and may be required to provide personal data to foreign
authorities;
the fact that travellers are entitled, within the limits set pursuant to the
applicable laws and regulations, to request to inspect the personal data that
ATP Specials has in respect of them and if those personal data are
factually incorrect, incomplete or irrelevant or are otherwise processed
contrary to a statutory regulation, the Traveller may request to have those
data corrected, supplemented, deleted or protected, and they can contact
ATP Specials for more information regarding their rights and/or such a
request; and
any and all other information that is necessary to ensure that the personal
data in respect of the Travellers are properly and carefully processed by
ATP Specials.
5.4
After the Agreement has been concluded the Principal will be responsible for obtaining
any additional information necessary from the relevant authorities and will verify in a
timely manner prior to the departure or the commencement of the conference or the
commencement of the event whether the information obtained earlier has been
changed since that time.
5.5
The Principal and/or the Traveller(s) or Guest(s) is/are obliged to comply with all the
instructions given by ATP Specials in order to ensure the proper provision of the
service(s) (including but not limited to instructions with respect to the check-in times
and transfer times) and are liable towards ATP Specials and/or the service providers
for any and all damage that ensues from or is otherwise related to their acts and/or
omissions, or they will be obliged to bear their own damage caused as a result.
5.6
A Traveller or Guest that causes so much trouble or nuisance that the proper provision
of the service(s) is significantly impeded or could be significantly impeded as a result
may be excluded from the service(s) by ATP Specials and/or the service provider(s) if
the Service Provider(s) cannot reasonably be expected to comply with the Agreement.
Any and all damage caused as a result will be for the Principal’s account.
5.7
The Principal and/or the Traveller(s) and or Guest(s) are obliged to prevent and/or limit
any damage (or any further damage), including by notifying ATP Specials as quickly as
possible of any complaints.
6.
Conformity
6.1
With respect to ATP Specials acting in the context of its capacity as an
Intermediary
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6.1.1 ATP Specials is obliged to perform the Agreement or provide the agreed service(s) in
accordance with the expectations that the Principal is reasonably entitled to have on
the ground of the Agreement.
6.2
With respect to ATP Specials acting in the context of its capacity as a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in
which case there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
6.2.1 ATP Specials is obliged to perform the Travel Agreement (within the meaning of
Articles 7:500 et seq. of the Dutch Civil Code) in accordance with the expectations that
the Principal is reasonably entitled to have on the ground of the Travel Agreement.
6.2.2 If the trip does not proceed in accordance with the expectations that the Principal or the
Traveller is reasonably entitled to have on the ground of the Travel Agreement (within
the meaning of Articles 7:500 et seq. of the Dutch Civil Code), ATP Specials will be
obliged to compensate the damage, in the manner indicated in Article 14.1(II), unless
the failure to perform cannot be attributed to it or to the person whose help it has used
in performing the agreement because:
a. the failure to perform the Travel Agreement (within the meaning of Articles 7:500 et
seq. of the Dutch Civil Code) can be attributed to the Principal; or
b. the failure to perform the Travel Agreement (within the meaning of Articles 7:500 et
seq. of the Dutch Civil Code) could not have been expected, could not have been
remedied and can be attributed to a third party who was not involved in supplying the
services included in the trip; or
c. the failure to perform the agreement was caused by a situation involving force
majeure within the meaning of Article 7:504(3)(b) of the Dutch Civil Code or by an
event that ATP Specials or the party whose help it has used in performing the Travel
Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) could
not have anticipated or remedied even if all due care was exercised.
6.2.3 ATP Specials is required to provide the Traveller or Principal with help and assistance,
in accordance with the circumstances, if the trip does not proceed in accordance with
the expectations that the Traveller or Principal is reasonably entitled to have on the
ground of the Travel Agreement (within the meaning of Articles 7:500 et seq. of the
Dutch Civil Code). If it is the Traveller or the Principal who is to blame for those
circumstances, ATP Specials will be obliged to provide help and assistance only
insofar as it can reasonably be expected to do so, in which case the costs related to
the help or assistance that it provides will be paid by the Traveller or the Principal. ATP
Specials will pay the costs related to the help or assistance that it provides if the failure
to perform can be blamed on the person whose help it has used in the performance of
the Agreement in accordance with Article 6.2.2.
6.3
With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code); ATP Specials acting as the actual service provider
6.3.1 ATP Specials is obliged to perform the Agreement or provide the agreed service(s) in
accordance with the expectations that the Principal is reasonably entitled to have on
the ground of the Agreement.
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7.
Termination by ATP Specials
7.1
With respect to ATP Specials acting in the context of its capacity as an
Intermediary
7.1.1 ATP Specials B.V. may terminate the Agreement or the agreed service(s) only as a
result of weighty circumstances of which it informs the Principal immediately. Such
weighty circumstances are taken to mean circumstances that are of such a nature that
ATP Specials B.V. cannot reasonably be expected to be bound by the Agreement or
the agreed service(s).
7.1.2 ATP Specials is not liable for any disadvantage or damage that ensues from
termination of the Agreement with the Principal.
7.2
With respect to ATP Specials acting in the context of its capacity as a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in
which case there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
7.2.1 Without prejudice to the provisions contained in Article 8.2.5, ATP Specials may
terminate the Travel Agreement (within the meaning of Articles 7:500 et seq. of the
Dutch Civil Code) only as a result of weighty circumstances of which it informs the
Principal immediately.
7.2.2 If ATP Specials terminates the Agreement as a result of a circumstance that cannot be
attributed to the Principal it must offer the Principal another trip having the same or
better quality. Without prejudice to the provisions contained in Article 7.2.3, if the
Principal does not accept that offer he will be entitled to a refund or waiver of the total
travel costs or, if the trip has already been taken in part, a proportionate amount of
those costs. By refunding any amounts paid by the Principal, ATP Specials will be fully
discharged in respect of its obligations.
7.2.3 In the event that the Agreement is terminated ATP Specials will reimburse the
Principal, with due observance of the provisions contained in Article 14.1(II), for any
pecuniary loss that the Principal has sustained, in addition to an amount as
compensation for the loss of travel enjoyment, unless:
a. ATP Specials terminates the Travel Agreement because the number of reservations
is less than the required minimum and the Principal has been notified of the termination
within the term indicated in the Travel Agreement; or
b. the termination is the result of a situation involving force majeure, which does not
include overbooking. For these purposes force majeure is taken to mean abnormal and
unexpected circumstances that are outside the control of the party that invokes force
majeure and whose consequences could not have been avoided in spite of any and all
precautionary measures.
7.2.4 In the event that the cause of the dissolution can be attributed to the Principal, he will
be liable towards ATP Specials and/or the Service Provider to compensate any and all
resulting damage.
7.3
With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code); ATP Specials acting as the actual service provider
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7.3.1 ATP Specials may terminate the Agreement or the agreed service(s) only on the
ground of weighty circumstances of which it informs the Principal immediately. Such
weighty circumstances are taken to mean circumstances that are of such a nature that
ATP Specials B.V. cannot reasonably be expected to be bound by the Agreement or
the agreed service(s).
7.3.2 ATP Specials is not liable for any disadvantage or damage that ensues from
termination of the Agreement with the Principal.
8.
Amendment to the Agreement by ATP Specials
8.1
With respect to ATP Specials acting in the context of its capacity as an
Intermediary
8.1.1 If the VAT rate is increased in the period between the conclusion of the Agreement and
the performance of the Agreement, the increase will be for the Principal’s account.
8.1.2 If after the Agreement is concluded the factors that determine the cost price of the
services that have been reserved and/or the services that are to be delivered, including
fuel costs and duties or taxes that are due, on which ATP Specials has based the price
are increased, ATP Specials will be entitled to charge such increases on to the
Principal.
8.1.3 ATP Specials is not liable towards the Principal for any disadvantage or damage that
ensues from such a change.
8.2
With respect to ATP Specials acting in the context of its capacity as a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in
which case there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
8.2.1 ATP Specials will be entitled to change the agreed provision of services in respect of
one or more essential points as a result of weighty circumstances of which it informs
the Principal immediately. The Principal will have the right to reject such changes. The
Principal must exercise that right within three working days of receiving the notification,
on pain of the right lapsing.
8.2.2 ATP Specials will also be entitled to change the agreed provision of services in respect
of one or more minor points as a result of weighty circumstances of which it informs the
Principal immediately. The Principal will have the right to reject such changes only if
they are to his detriment to more than a minor extent. The Principal must exercise that
right within three working days of receiving the notification, on pain of the right lapsing.
8.2.3 Up to 20 days before the trip commences ATP Specials will be entitled to increase the
contractual amount in connection with changes to transport costs, including the fuel
costs, the taxes due or the applicable exchange rates. In such cases ATP Specials will
indicate the manner in which the increase has been charged on. The Principal will have
the right to reject such an increase. The Principal must exercise that right within three
working days of receiving the notification, on pain of the right lapsing.
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8.2.4 No further price increases will be implemented within 20 days before departure unless,
at the explicit request of the Principal, the names of the travellers have not yet been
definitively communicated and as a result the airline tickets have not yet been
definitively printed. In such cases the total travel costs may be adjusted so that they are
in line with the actual transport costs at the time at which the tickets are printed.
8.2.5 ATP Specials will be entitled to terminate the Agreement after a rejection within the
meaning of Articles 8.2.1 to 8.2.3. ATP Specials must exercise that right within seven
working days of receiving the notification of the rejection, on pain of the right lapsing, in
which case the Principal will be entitled to a refund or waiver of the total travel costs or,
if the trip has already been taken in part, a proportionate amount of those costs. By its
refunding any amounts paid by the Principal ATP Specials will be fully discharged in
respect of its obligations. If ATP Specials does not terminate the Agreement after a
rejection by the Principal within the meaning of Articles 8.2.1 to 8.2.3, ATP Specials will
also reimburse the Principal for any pecuniary loss that the Principal has sustained, in
addition to an amount as compensation for the loss of travel enjoyment, with due
observance of the provisions contained in Article 14.1(II), unless:
a. ATP Specials terminates the Travel Agreement because the number of reservations
is less than the required minimum and the Principal has been notified of the termination
within the term indicated in the Travel Agreement; or
b. the termination is the result of a situation involving force majeure, which does not
include overbooking. For these purposes force majeure is taken to mean abnormal and
unexpected circumstances that are outside the control of the party that invokes force
majeure and whose consequences could not have been avoided in spite of any and all
precautionary measures.
8.3
With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code); ATP Specials acting as the actual service provider
8.3.1 If the VAT rate is increased in the period between the time at which the Agreement is
concluded and the time at which the Agreement is performed, the increase will be for
the Principal’s account.
8.3.2 If after the Agreement is concluded the factors that determine the cost price of the
goods to be delivered or the services to be provided, on which ATP Specials has based
the price, are increased, ATP Specials will be entitled to charge such increases on to
the Principal.
8.3.3 ATP Specials is not liable towards the Principal for any disadvantage or damage that
ensues from such a change.
9.
Changes by the Principal
9.1
ATP Specials will make amendments to parts of the Agreement at the Principal’s
request if and insofar as possible. The related costs, including the fee owed to ATP
Specials in that context, will be charged on.
9.2
Unless the parties explicitly agree otherwise in writing, the Principal’s decreasing the
number of participants in the trip (transport and/or accommodation) or the conference
or the event will be deemed to be a full or partial cancellation by the Principal, and
Article 12 will apply in that respect.
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10.
Special provisions governing trips (transport and/or accommodation),
conferences and events
10.1 Insurance
10.1.1 ATP Specials is willing to intermediate in connection with taking out any travel and/or
cancellation insurance that is needed.
10.2 Documents/visas/inoculations
10.2.1 ATP Specials will provide the Principal (or will ensure that the Principal is provided
with) general information, as it applies in the Netherlands, regarding passports, visas
and any health-related formalities in any event not later than the time at which the
Agreement is concluded.
10.2.2 The Principal must ensure that, upon departure and during the trip or the conference
or the event, the Traveller(s) or Guest(s) is/are in possession of the travel documents
required, such as a valid passport, any visas that are required, proof of inoculations,
etc.
10.2.3 If the Traveller or a Guest cannot take the trip or cannot participate in the conference
or the event because he or she does not have the above-mentioned documents, any
consequences will be completely for his account or for the Principal’s account.
11.
Payment conditions
11.1 Payment must be made in euros to the bank account indicated by ATP Specials,
unless the parties have explicitly agreed otherwise in writing.
11.2 Payment terms:
A.
1.
2.
3.
4.
B.
The following provisions apply unless the parties have explicitly agreed
otherwise, and subject to the provisions contained under B below:
Within 14 days after the Agreement has been concluded, the Principal will be
obliged to make payment of an amount equal to 10% of the contract value.
Not later than six months before the commencement date of the trip (transport
and/or accommodation) or the conference or the event, the Principal will be
obliged to make payment of an amount equal to a total of 50% of the contract
value.
Not later than six weeks before the commencement date of the trip (transport
and/or accommodation) or the conference or the event, the Principal will be
obliged to make payment of an amount equal to a total of 100% of the contract
value.
If the Agreement is concluded within six weeks before the commencement date
of the trip (transport and/or accommodation) or the conference or the event, the
total contract value must be paid in full.
ATP Specials will be entitled to deviate from the foregoing provisions at any time
if the conditions applied by a Service Provider with which it has concluded an
agreement on behalf of or for the benefit of the Principal gives cause to do so
(stricter provisions).
If on the ground of the Agreement ATP Specials acts only as the actual service
provider, and thus on the ground of the Agreement it does not also provide
services in the capacity of Intermediary or Tour Operator (within the meaning of
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Articles 7:500 et seq. of the Dutch Civil Code), the Principal will be obliged to
make payment within 14 days of the invoice date, unless the parties have
explicitly agreed otherwise in writing. For the record: if on the ground of the
Agreement ATP Specials is obliged to provide various services and it must be
deemed to be the actual service provider in respect of part of the Agreement and
the Intermediary or Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code) in respect of another part, the provisions contained under A
above will apply in respect of the entire agreement, unless the parties have
explicitly agreed otherwise in writing.
11.3 The bank charges will be paid by the Principal unless the parties have explicitly agreed
otherwise in writing. Bank charges are taken to mean any and all amounts that
ATP Specials owes the bank in connection with the transfer, with a minimum of
EUR 50.
11.4 ATP Specials will be entitled to unilaterally invoke the dissolution of the Agreement at
any time at which the Principal is in default in respect of one of the above-mentioned
payment conditions, in which case settlement will be made in accordance with the
provisions contained in Article 12 in the event of cancellation by the Principal.
11.5 Any other amounts that the Principal owes pursuant to the Agreement must be paid to
ATP Specials within 14 days after receipt of the invoice.
11.6 Any dispute with respect to any amount that ATP Specials has charged must be
submitted to ATP Specials in writing within 10 days of the invoice date, including a
substantiation of the dispute. The invoice will be binding if the dispute is not submitted
within that term. The Principal’s payment obligation will not be suspended by any such
dispute.
11.7 The Principal will be in default merely as a result of any payment term being exceeded,
without any demand or notice of default being required, in which case the Principal will
be obliged to reimburse any and all judicial or extrajudicial collection costs. The
extrajudicial collection costs will be calculated on the basis of the amount due, with a
minimum of EUR 250, all of the foregoing to be increased by the VAT due on those
amounts, as follows:
on the first EUR 3,000: 15%;
on the excess up to EUR 5,900: 10%;
on the excess up to EUR 24,000: 8%;
on the excess up to EUR 59,000: 5%; and
on the amount in excess of EUR 59,000: 3%.
In addition, the Principal will owe statutory interest on the principal amount for each
month or part of a month in which the delay continues. Part of a month will be counted
as a whole month.
11.8 Each payment will be deemed to be intended to reduce the Principal’s debt to ATP
Specials in the following order, regardless of any statements or comments that the
Principal makes in respect of such a payment:
a.
the enforcement costs;
b.
the judicial and extrajudicial collection costs;
c.
the interest;
d.
the damage; and
e.
the principal amount.
11.9 If a petition for bankruptcy is filed in respect of the Principal or if the Principal is
declared bankrupt, is in receivership or dies, or if the Principal assigns his estate,
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applies for a suspension of payments, is placed under administration within the
meaning of Book 1 of the Dutch Civil Code, if a trust is established or if an attachment
is legally levied on the Principal’s goods by third parties, the amounts owed to ATP
Specials will be due in full immediately without any notice of default being required. Any
and all judicial and extrajudicial costs that ATP Specials is reasonably of the opinion
must be incurred in order to collect the amounts owed to it at that time will be paid by
the Principal.
11.10 ATP Specials will be entitled to request that the Principal furnish security for its
compliance with its obligations at any time, if the circumstances of the case give it
cause to do so. If the Principal cannot furnish the security requested, ATP Specials will
be entitled to unilaterally dissolve the Agreement, without it being obliged to pay
compensation of any kind.
12.
Cancellation by the Principal
12.1 The Principal will be entitled to cancel the Agreement only if it pays ATP Specials the
amounts indicated below.
12.2 Notification of cancellations must be given in writing. The cancellation date will be
deemed to be the date on which ATP Specials has received that written notification.
12.3 The Principal will be obliged to pay the contract value in the event that the Principal is a
no-show.
12.4 If not all of the agreed services are cancelled, the following provisions will apply pro
rata in respect of the services that have been cancelled.
12.5 The advance that the Principal has paid in accordance with Article 11.2 will be set off
against the amount that the Principal owes on the ground of the following article. The
Principal must have transferred to remaining amount to one of ATP Specials’s
accounts within 14 days after receipt of the invoice. Articles 11.1, 11.3, and 11.6 to
11.8 will apply.
12.6 The following provisions will apply unless the parties have explicitly agreed otherwise in
writing:
A.
With respect to ATP Specials acting in the context of its capacity as an
Intermediary or in the context of its capacity as a Tour Operator (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code), in which case
there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
The following provisions will apply in such cases:
1.
2.
3.
In the event of a cancellation not later than six months before the commencement
date of the trip (transport and/or accommodation) or the conference or the event,
the Principal will be obliged to pay ATP Specials 10% of the contract value.
In the event of a cancellation less than six months but more than three months
before the commencement date of the trip (transport and/or accommodation) or
the conference or the event, the Principal will be obliged to pay ATP Specials
50% of the contract value.
In the event of a cancellation less than three months but more than one month
before the commencement date of the trip (transport and/or accommodation) or
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the conference or the event, the Principal will be obliged to pay ATP Specials
75% of the contract value.
4.
In the event of a cancellation less than one month before the commencement
date of the trip (transport and/or accommodation) or the conference or the event,
the Principal will be obliged to pay ATP Specials 100% of the contract value
ATP Specials will be entitled to deviate from the foregoing provisions at any time if the
conditions applied by a Service Provider with which it has concluded an agreement on
behalf of or for the benefit of the Principal gives cause to do so (stricter provisions).
B.
With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et
seq. of the Dutch Civil Code); ATP Specials acting as the actual service
provider
The Principal will be obliged to pay ATP Specials 100% of the contract value.
13.
Force majeure
13.1 In the event of a situation involving force majeure on the part of ATP Specials, it will be
entitled to dissolve the Agreement by means of a written notification at any time, in
which case the Principal will not be entitled to compensation of any kind.
13.2 If ATP Specials has acted in its capacity as an Intermediary and a Service Provider
cancels the reservation(s) on the ground of force majeure (including fires, floods,
earthquakes or other natural disasters), that will not in any way affect the other parts of
the Agreement that the Principal and ATP Specials have concluded. With respect to
the service(s) that the Service Provider has cancelled on the ground of force majeure,
the Principal will be obliged to pay ATP Specials the intermediation fee owed to ATP
Specials in respect of the services that have been cancelled. Articles 11.1, 11.3, and
11.6 to 11.8 will apply in respect of the payment of that remuneration; ATP Specials will
be entitled to set off such amounts.
14.
Liability
14.1 If ATP Specials is liable for any damage, that liability will be limited as follows:
I.
With respect to ATP Specials acting in the context of its capacity as an
Intermediary
The following provisions will apply in such cases:
1.
2.
Under no circumstances is ATP Specials liable for any acts and/or omissions on
the part of the Service Provider in question or for the correctness of the
information that the Service Provider provides. The Service Provider in question
will be exclusively liable, with due observance of the applicable conditions, in
respect of the provision of the service in question. The Service Provider in
question will be exclusively liable for any and all claims for damage that ensue
from the transfers of funds by that Service Provider.
ATP Specials also does not accept any liability if it is unable to carry out the
assignment as a result of a situation involving force majeure. Force majeure is
taken to mean a breach in respect of the compliance with any obligations as a
result of unexpected circumstances that could not have been prevented in spite
of any and all reasonable preventative measures to be taken. In particular, force
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3.
4.
5.
6.
majeure includes delays caused by technical defects in the means of transport,
weather conditions, traffic, strikes, acts of war, riots, threats of terrorism,
blockades, missed connections, overbooking, changes to the trip made by the
service provider or cancellation by the service provider.
ATP Specials does not accept any liability in respect of the correctness of any
information provided by or on behalf of the service providers used, including but
not limited to photographs, brochures and other information materials.
Insofar as ATP Specials commits breach of contract itself and the Principal
sustains damage as a result (including damage caused by a loss of travel
enjoyment), ATP Specials’s liability will be limited to a maximum of 25% of the
contract value of the Agreement, or in any event the part of the Agreement to
which the liability relates.
ATP Specials cannot be held liable for any inability to pay on the part of the
Service Provider.
Liability for damage for which the Principal and/or his customer and/or Guest or
the Traveller is insured (for example by means of travel and/or cancellation
insurance or health insurance) and liability for any damage that the Principal
and/or the Traveller sustains in the context of practising a profession or
conducting a business (including any damage caused by missed connections or
a failure to arrive at the destination on time) is excluded.
II. With respect to ATP Specials acting in the context of its capacity as a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in
which case there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
If pursuant to Dutch law (including mandatory provisions of European law) ATP
Specials must be deemed to be a Tour Operator (within the meaning of Articles 7:500
et seq. of the Dutch Civil Code) and thus, among other things, a package tour is
involved that has been organised in advance and subsequently offered, there must be
deemed to be a Travel Agreement (within the meaning of Articles 7:500 et seq. of the
Dutch Civil Code) and the following provision will apply.
1.
2.
3.
With respect to liability to damage caused by the death of or bodily injury to the
Traveller. If a treaty applies in respect of a service that is included in the Travel
Agreement (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code),
ATP Specials will be entitled to invoke an exclusion or limitation of the liability for
damage, caused by the death of or bodily injury to the Traveller, that that treaty
allocates or allows in respect of it in that capacity.
The following provisions apply with respect to liability for damage other than the
damage referred to in Article 14(II)(1):
a.
If ATP Specials provides the services included in the Travel Agreement
(within the meaning of Articles 7:500 et seq. of the Dutch Civil Code) itself,
its liability will be limited to three times the total travel costs unless there
has been an intentional act or omission or gross recklessness in the
knowledge that the damage in question would likely be the result.
b.
Insofar as ATP Specials does not provide the services included in the
Travel Agreement (within the meaning of Articles 7:500 et seq. of the Dutch
Civil Code) itself, its liability will be limited to three times the total travel
costs.
If ATP Specials is liable towards the Principal or the Traveller or a Guest for a
loss of travel enjoyment, the maximum remuneration will be equal to one times
the total travel costs.
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4.
5.
6.
Liability for damage for which the Principal and/or his customer and/or Guest or
the Traveller is insured (for example by means of travel and/or cancellation
insurance or health insurance) is excluded.
ATP Specials will not be obliged to compensate any damage sustained by the
Principal in the event that:
a.
the breach in respect of the performance of the agreement can be
attributed to the principal or the traveller; or
b.
the breach in respect of the performance of the agreement could not have
been anticipated or could not have been alleviated and can be attributed to
a third party who was not involved in the provision of the services included
in the trip; or
c.
the breach in respect of the performance of the agreement was caused by
an event that ATP Specials or the party whose help it has used in
performing the agreement could not have been anticipated or remediated
even if all due care had been exercised; or
d.
the breach in respect of the performance of the agreement was caused by
a situation involving force majeure. Force majeure is taken to mean
abnormal or unexpected circumstances that are outside the control of the
party invoking it, the consequences of which could not have been avoided
in spite of all due precautionary measures.
The exclusions and/or limitations of ATP Specials’s liability included in this Article
also apply in respect of the employees of ATP Specials, the booking office and
the services providers in question and their personnel.
III. With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code); ATP Specials acting as the actual service provider
The following provisions will apply in such cases:
1.
2.
Insofar as ATP Specials commits breach of contract and the Principal sustains
damage as a result, the liability of ATP Specials will be limited to a maximum
equal to 100% of the contract value of the Agreement or in any event to the part
of the Agreement to which the liability relates.
The liability for damage for which the Principal and/or his customer and/or Guest
or the Traveller is insured (for example by means of travel and/or cancellation
insurance or health insurance) and liability for any damage that any of them
sustains in the context of practising a profession or conducting a business
(including any damage caused by missed connections or a failure to arrive at the
destination on time) is excluded.
14.2 Under no circumstances will ATP Business Travel B.V. be liable to compensate indirect
damage (including but not limited to consequential damage, loss of profit, loss of
savings and damage caused by business interruption) or any damage that the principal
or the traveller sustains in the context of practising a profession or conducting a
business.
14.3 If any service included in one of the agreements is governed by a treaty (including a
European Regulation), ATP Specials will be entitled to invoke any exclusion or
limitation of liability granted or permitted in respect of a service provider as such
pursuant to that treaty or Regulation.
14.4 Any and all claims against ATP Specials for compensation will lapse after one year has
passed since the time at which the claim arose.
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15.
Indemnification by the Principal
15.1 The Principal indemnifies ATP Specials against any and all claims brought by a
Traveller or a Guest or a customer who was involved in the trip (transport and/or
accommodation) or the conference or the event by or on behalf of the Principal.
16.
Intellectual property
16.1 ATP Specials is not liable for any infringement of copyrights and/or patent rights and/or
licensing rights and/or trademark rights and/or design rights held by third parties if
ATP Specials has violated any such right by using data, documents or objects that
have been provided or stipulated by or on behalf of the Principal in order to carry out
the assignment. The Principal indemnifies ATP Specials for any and all related claims.
16.2 If the work that ATP Specials performs on assignment gives rise to any intellectual
property right, that right will vest in ATP Specials.
16.3 The Principal is not entitled to make any further or other use of anything produced on
assignment that exceeds the scope of the agreed use.
17.
ATP Specials’s brochure
17.1 The information published in ATP Specials’s brochure is subject to changes (including
price changes) and/or misprints. The amounts indicated are based on the prices,
exchange rates, duties and taxes of which ATP Specials is aware at the time at which
the brochure is sent to press.
18.
Complaints
18.1 With respect to ATP Specials acting in the context of its capacity as an
Intermediary
18.1.1 Complaints with respect to a reservation made by ATP Specials must be submitted to
ATP Specials within one month after the service that has been reserved has ended
or, if the trip (transport and accommodation) or the conference or the event did not
take place, up to one month after the original departure date or accommodation date
or conference date or event date.
18.1.2 Complaints regarding the recommendations and information provided by
ATP Specials must be submitted to ATP Specials in writing, including a substantiation
of the complaint in question, within one month after the Principal has become aware
of the facts to which the complaint relates, and in any event within one year after the
recommendation or the information has been provided.
18.1.3 ATP Business Travel B.V. merely plays the role of intermediary between the Service
Provider and the Principal.
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18.2 With respect to ATP Specials acting in the context of its capacity as a Tour
Operator (within the meaning of Articles 7:500 et seq. of the Dutch Civil Code), in
which case there must therefore be deemed to be a Travel Agreement (within the
meaning of Articles 7:500 et seq. of the Dutch Civil Code)
18.2.1 If the Agreement is not performed in accordance with the expectations that the
Principal or the Traveller is reasonably entitled to have on the ground of the
agreement, the Principal or the Traveller will be obliged to notify all the parties
involved, within the meaning of Article 18.2.2, as quickly as possible.
18.2.2 A defect that has been discovered in respect of the performance of the Agreement as
referred to in Article 6.2 must be reported to the Service Provider in question as
quickly as possible so that a suitable solution can be found. The tour guide, and if
there is no tour guide ATP Specials, must be notified immediately if the breach is not
resolved within a reasonable term and that negatively affects the quality of the trip.
18.2.3 The Principal or the Traveller must notify the tour guide, and if that is not possible
ATP Specials, as quickly as possible, in writing, if the breach still has not been
resolved satisfactorily after that time and it gives cause to submit a complaint.
18.2.4 If a complaint is not resolved satisfactorily it must be submitted to ATP Specials in
writing, including a substantiation of the complaint, within one month after the trip or
the conference or the event has ended.
18.2.5 If the complaint relates to the conclusion of the Agreement rather than the
performance of the Agreement it must be submitted to ATP Specials within one
month after the Principal or the Traveller became aware of the facts to which the
complaint relates.
18.3 With respect to ATP Specials not acting in the context of its capacity as an
Intermediary or a Tour Operator (within the meaning of Articles 7:500 et seq. of
the Dutch Civil Code); ATP Specials acting as the actual service provider
18.3.1 If the Agreement is not performed in accordance with the expectations that the
Principal or the Traveller is reasonably entitled to have on the ground of the
Agreement, the Principal or the Traveller will be obliged to notify all the parties
involved, within the meaning of Article 18.3.2, as quickly as possible.
18.3.2 A defect that has been discovered in respect of the performance of the Agreement as
referred to in Article 6.2 must be reported to the Service Provider in question as
quickly as possible so that a suitable solution can be found. The tour guide, and if
there is no tour guide ATP Specials, must be notified immediately if the breach is not
resolved within a reasonable term and that negatively affects the quality of the trip.
18.3.3 The Principal or the Traveller must notify the tour guide, and if that is not possible
ATP Specials, as quickly as possible, in writing, if the breach still has not been
resolved satisfactorily after that time and it gives cause to submit a complaint.
18.3.4 If a complaint is not resolved satisfactorily it must be submitted to ATP Specials in
writing, including a substantiation of the complaint, within one month after the trip or
the conference or the event has ended.
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18.3.5 If the complaint relates to the conclusion of the Agreement rather than the
performance of the Agreement it must be submitted to ATP Specials within one
month after the Principal or the Traveller became aware of the facts to which the
complaint relates.
19.
Final provisions
19.1 If the Principal is in default in respect of its compliance with any obligations pursuant to
the Agreement, ATP Specials will be entitled to dissolve the Agreement – after it has
given the Principal a reasonable term in which to comply with its obligations and the
Principal has failed to do so – by sending the Principal a written notification to that
effect.
19.2 ATP Specials will be entitled to dissolve the Agreement at any time, without being
obliged to pay any compensation in that respect, if there are sufficient indications that
the event to be held on the ground of the Agreement has such a different nature than
what could have been expected on the ground of the Principal’s announcement or on
the ground of the capacity of the Principal and/or his Guest(s) that ATP Specials would
not have concluded the Agreement if it had been aware of the actual nature of the
event. If ATP Specials avails itself of that power after the event has already started, the
Principal will be obliged to pay for the services received until that time, but its payment
obligation will otherwise lapse.
19.3 The parties undertake towards each other to comply with any and all obligations that
can reasonably be expected of them.
19.4 If any part of the Agreement or these General Terms and Conditions is null and void or
is voidable, that will not affect the validity of the remainder of the Agreement or these
General Terms and Conditions. In such cases the parties will be deemed to have
agreed that the part that has been declared void or that is null has been replaced by a
legally permissible provision that is as close as possible to what the parties would have
agreed if they had been aware that the original provision was null and void or voidable.
19.5 The Agreement and all offers in respect of the conclusion of the Agreement are
governed exclusively by Dutch law, including mandatory provisions of European law.
19.6 Any and all disputes will be submitted to the competent court of Amsterdam, the
Netherlands, unless a mandatory provision of law designates another court, without
prejudice to ATP Special’s right to apply to another competent court.
The General Terms and Conditions of ATP Specials have been filed with the Chamber of
Commerce. The General Terms and Conditions can also be inspected, printed and
downloaded at the following website: www.atpi.nl, and ATP Specials will provide them free of
charge immediately upon request.
Schiphol-Rijk, November 2010
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