Terms and conditions
1. DEFINITIONS
FLOWSPORTS: The private limited liability company "FLOWSPORTS B.V.," located at Steenstraat 11, 7571 BH, Oldenzaal, the Netherlands, registered with the Dutch Chamber of Commerce under KvK number 70655391.
Client: The individual or entity on whose behalf FLOWSPORTS performs its services.
Parties: FLOWSPORTS and the Client collectively.
Agreement: The contract entered into between FLOWSPORTS and the Client.
Offer: The proposal made by FLOWSPORTS to the Client outlining the services to be provided.
Assignment: The totality of tasks that FLOWSPORTS is to carry out for the Client.
Performance: Any presentation, artistic or athletic act, or similar activity provided by or on behalf of FLOWSPORTS.
2. SCOPE
2.1 These general terms and conditions apply to every Offer made by FLOWSPORTS and every Agreement entered into between FLOWSPORTS and the Client.
2.2 These terms and conditions also apply to all Agreements requiring third-party involvement for execution.
2.3 Deviations from these terms and conditions are only valid if expressly agreed upon in writing or electronically. Oral agreements cannot serve as proof of an Agreement.
2.4 The Client's purchasing or other terms are explicitly excluded from applicability to Agreements; FLOWSPORTS explicitly rejects them.
2.5 If one or more provisions of these terms and conditions are invalid or annulled, the remaining provisions remain in full force. FLOWSPORTS and the Client will consult to replace any invalid or annulled provisions, striving to maintain the intent and purpose of the original provisions.
3. OFFERS
3.1 All Offers made by FLOWSPORTS are non-binding unless explicitly stated otherwise in writing by FLOWSPORTS.
3.2 The Client guarantees the accuracy and completeness of the requirements and specifications provided to FLOWSPORTS, which form the basis of FLOWSPORTS' Offer.
3.3 An Offer does not obligate FLOWSPORTS to perform a portion of the services described at a corresponding fraction of the quoted price.
3.4 Offers expire 14 days after the date of their dispatch unless otherwise agreed upon.
3.5 Apparent errors or mistakes on websites, brochures, publications, or Offers do not bind FLOWSPORTS.
4. EXECUTION OF THE AGREEMENT
4.1 FLOWSPORTS will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship.
4.2 FLOWSPORTS determines the manner in which and by which persons the Agreement will be executed.
4.3 FLOWSPORTS has the right, without prior notification to the Client, to engage third parties in the execution of the Agreement, procure goods from third parties, use services from third parties, and have the Agreement executed in whole or in part by third parties.
4.4 If the execution of the Agreement involves the delivery of movable goods, the delivered movable goods remain the property of FLOWSPORTS until the Client has fulfilled its obligations under the Agreement. The risk for the delivered goods transfers to the Client upon delivery.
4.5 Any deficiencies in the performance must be reported to FLOWSPORTS in writing and in a timely manner. "Timely" is understood to mean no later than five (5) days after the discovery of a deficiency. If no timely notification of a deficiency is made to FLOWSPORTS, the obligations under the Agreement will be deemed to have been properly fulfilled.
4.6 The Client is not entitled to suspend obligations under the Agreement or to set them off against claims from FLOWSPORTS.
5. CLIENT OBLIGATIONS
5.1 The Client is obligated to provide all information that FLOWSPORTS indicates it requires for the execution of the Agreement, or that the Client can reasonably be expected to understand is necessary, in a timely manner.
5.2 The Client shall take all measures necessary to enable FLOWSPORTS to execute the Agreement.
5.3 The Client is obligated to provide professional facilities, including but not limited to: sound. equipment, audiovisual equipment, a microphone, lectern, projector, screen, stage, dressing room, and parking facilities. The Client shall ensure that these facilities are set up in a timely manner, are in good condition, and meet safety requirements.
5.4 The Client is obligated to arrange for the necessary permits and insurance.
5.5 If the Client fails to meet the conditions outlined in this article, FLOWSPORTS is not obligated to perform the Agreement and cannot be held liable for such non-performance, without prejudice to the Client’s obligation to pay the agreed-upon fee.
6. FEES
6.1 The Client is obligated to pay the agreed-upon fee to FLOWSPORTS. This fee is, unless otherwise agreed, exclusive of VAT, fees for copyright and related rights, royalties, and other levies.
6.2 The Client is required to reimburse any reasonable expenses, such as necessary travel and accommodation costs and administrative expenses (telephone, copying, and printing costs), incurred by FLOWSPORTS or a third party for the execution of the Agreement.
6.3 Payment of the invoices must be made within fourteen (14) days of the invoice date, but no later than ten (10) days prior to the first execution date of the Agreement.
6.4. If the Agreement is concluded with multiple Clients, each of them is jointly and severally liable to pay the full fee and/or costs to FLOWSPORTS.
6.5. Any payment by the Client will primarily be applied to settle the extrajudicial or judicial costs owed by the Client, then deducted from the interest owed by the Client, and thereafter applied to the oldest outstanding claim(s), regardless of any indication to the contrary provided by the Client.
7 INTELLECTUAL PROPERTY
7.1 FLOWSPORTS is and remains the owner of all (intellectual) (property) rights arising from the activities of FLOWSPORTS and the third parties it engages, regarding (but not limited to) proposals, documentation, designs, and other goods, ideas, and data produced for the Client.
7.2 The Client is not entitled to use the rights referred to in paragraph 1 without the express written consent of FLOWSPORTS.
7.3 Without prior written consent, the Client and any third parties admitted by the Client are prohibited from making visual or audio recordings, allowing journalists or other members of the press to attend the Performance, or using the name and likeness of the engaged party other than for targeted mailings and invitations for the Performance.
7.4 For each violation of the previous paragraph, the Client shall owe a penalty of €1,000 and €500 for each day the violation continues, up to a maximum of €10,000 per violation, without prejudice to FLOWSPORTS' right to claim compensation for damages.day of non-compliance, up to €10,000, in addition to FLOWSPORTS' right to claim damages.
8 LIABILITY
8.1 FLOWSPORTS shall not be liable to the Client for any damage, loss, or delay arising from an attributable failure, unlawful act, or any other cause, unless there is intent or gross negligence on the part of FLOWSPORTS. Similarly, FLOWSPORTS shall not be liable for any damage, loss, or delay caused by third parties permitted by the Client.
8.2 Under no circumstances shall indirect damages qualify for compensation, including but not limited to: delays, consequential damages, lost profits, income losses, missed savings, and damages caused by business interruptions.
8.3 Notwithstanding the provisions above, any liability of FLOWSPORTS is limited to the amount paid out in the specific case under the professional/business liability insurance(s) it has taken out, increased by the deductible amount that, according to the policy conditions, is not covered by the insurers. Upon request, information regarding the coverage under the professional/business liability insurance(s) taken out by FLOWSPORTS shall be provided.
8.4 If, for any reason, no payment is made by the insurer mentioned in paragraph 3, FLOWSPORTS’ liability is limited to the amounts paid to FLOWSPORTS by the Client in the relevant calendar year for services rendered, up to a maximum of €10,000.
8.5 The Client indemnifies FLOWSPORTS against any (consequential) damage suffered or to be suffered by third parties due to shortcomings in the performance of services by FLOWSPORTS or defects in the goods offered by FLOWSPORTS.
9 TERMINATION OF THE AGREEMENT
9.1 Agreements are for a fixed term and terminate automatically after expiration.
9.2 Clients cannot terminate Agreements prematurely per Article 7:408(1) of the Dutch Civil Code.
9.3 FLOWSPORTS may terminate or suspend Agreements immediately if the Client defaults, declares bankruptcy, or other outlined circumstances occur.
10 NON-COMPETE
10.1 It is not allowed for the Client, except with the written consent of FLOWSPORTS, to directly or indirectly approach the engaged party within two (2) years after the termination of the Agreement to use their services, with or without payment.
10.2 A breach of the first paragraph will result in an immediately due and payable penalty, without prior notice of default being required, of €5,000 per breach and €500 per day that the breach continues. This amounts to a maximum penalty of €10,000 per breach.
11 ABSENCE OF THE ENGAGED PARTY
11.1 If the engaged party is prevented from performing due to illness, an emergency, an important obligation, or professional responsibility, including but not limited to the obligation to participate in training or matches, or other unforeseen circumstances, FLOWSPORTS will:
- 11.1.1 In consultation with the Client, reschedule the performance to another date;
- 11.1.2 If rescheduling is not possible, FLOWSPORTS will, in consultation with the Client, select a replacement for the engaged party, with any additional costs to be discussed with the Client.
11.2 If the Client and FLOWSPORTS are unable to reach an agreement on a new date or replacement, the Agreement will be terminated with a refund of any paid advance payments.
11.3 FLOWSPORTS is not obliged to compensate for any damages arising from the absence of the engaged party.
11.4 The parties agree that the sporting obligations of the engaged party will always take precedence over the obligations under the Agreement. This includes all obligations of the engaged party to their club and the sports federation.
12 FORCE MAJEURE
12.1 The parties are not obliged to fulfil any obligation if they are hindered by a circumstance that is not attributable to fault, and which does not fall under the scope of the law, legal actions, or prevailing practices.
12.2 Force majeure, as defined in these general terms, includes, in addition to what is understood in law and case law, all external causes, whether foreseen or unforeseen, over which FLOWSPORTS has no control, but which prevent FLOWSPORTS from fulfilling its obligations. Strikes within FLOWSPORTS' business are included in this definition.
12.3 Once it becomes permanently impossible for FLOWSPORTS to fulfil its obligations due to the force majeure situation, or once the force majeure situation lasts or is expected to last for more than six weeks, either party has the right to terminate the Agreement.
12.4 Each party is obliged to notify the other party immediately of any circumstances that reasonably lead to the conclusion that the party can no longer fulfil its obligations under the Agreement.
12.5 To the extent that FLOWSPORTS has already partially fulfilled its obligations under the Agreement at the time the force majeure occurs or will be able to fulfil them, FLOWSPORTS is entitled to invoice the portion already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
13 PRIVACY
13.1 FLOWSPORTS processes personal data in accordance with the General Data Protection Regulation (GDPR). Your data will be used solely for our services and will not be provided to third parties without your consent, unless required by law.
13.2 Client agrees that the (personal) data provided by the Client may be used by FLOWSPORTS to the extent necessary for the performance of the Agreement and related purposes. This data will not be processed and retained longer than strictly necessary for the achievement of these purposes.
13.3 Client has the right to access the (personal) data processed by FLOWSPORTS of the Client.
13.4 Upon written request from the Client, the (personal) data processed by FLOWSPORTS of the Client will be deleted from FLOWSPORTS' database, unless retention is legally required.
14 GOVERNING LAW
14.1 Dutch law exclusively governs the Agreement.
14.2 Disputes will first be resolved through mediation before being submitted to the Overijssel District Court.
Last Updated: 20.01.2025
