Standard Terms and Conditions of Purchase of IT Services

 

We are RAI Amsterdam B.V. (RAI), the largest facilitator and organiser of events in the Netherlands. As our aim is to arrange events of the highest quality, it is crucially important that the manner in which services are delivered by a supplier should never impede our operations or adversely affect how an event is experienced. These Standard terms and conditions for delivery of IT Services to RAI Amsterdam B.V. are intended in particular to safeguard these interests. This means that we always expect our suppliers of IT services to provide these services on time, at a transparently high standard and competitive rates. We also expect suppliers to furnish privacy warranties in keeping with standard industry practice.

1 - Definitions

The following terms and expressions are defined as follows in these Standard Terms and Conditions:
Contract: Each contract which You conclude with RAI, including all annexes and special and standard terms and conditions referred to in the contract.
Convention Centre: The entire RAI complex at Europaplein 24, Amsterdam, including all land, buildings and other structures.
Data Processing Agreement: The contract referred to in Article 28, paragraph 3 of the GDPR.
Deliverable: That which you make or develop for us and then deliver to us as a result of providing the Services.
Event The conference, trade fair, exhibition, presentation, meeting or other event organised either in the Convention Centre by RAI or a third party or elsewhere by RAI.
Facility Regulations: The regulations published at www.rai.nl, which are applicable to every person who enters the Convention Centre in relation to activities and Events in (and on the site of) the Convention Centre.
GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679).
to Process: Each processing of personal data within the meaning of Article 2 paragraph 4 of the GDPR.
RAI: RAI Amsterdam B.V., which has its registered office at Europaplein 24, trade register number 34192575.
RAI Data: All personal data Processed by You in providing the Services.
RAI Regulations: The regulations referred to in Article 15 below, which, together with these Standard Terms and Conditions, form part of the Contract.
SLA: The agreed Service Level Agreement. The SLA sets out the service levels and KPIs describing the agreed performance levels and quality indicators for the Services.
Services: The IT services described in more detail in the Contract, including the production and development of Deliverables, providing the services to RAI, all other activities performed by You as a part of the services and all activities which may reasonably be necessary to provide the services correctly and fully to RAI.
Stakeholders: All those involved in an Event, such as participants, hirers, exhibitors, organisers, sponsors and visitors as well as contractors, clients and suppliers of RAI.
Standard Terms and Conditions: These standard terms and conditions for delivery of IT Services to RAI Amsterdam B.V.
You or Your: The contracting party, seller, supplier, rental firm, contractor or other entity with which RAI concludes or intends to conclude a Contract.
Your Personnel: All persons and entities used by You in performing a Contract, including Your employees, self-employed persons (without employees) hired by You, subcontractors, personnel of Your subcontractors and self-employed persons (without employees) hired by Your subcontractors, regardless of the location from which their perform their/Your activities.

2 - Applicability
2.1 These Standard Terms and Conditions apply to all present and future quotations, tenders and Contracts and other legal relationships between You and RAI. Deviations from and/or additions to these Standard Terms and Conditions may only be agreed in writing.
2.2 Your standard terms and conditions and any other standard terms and conditions (e.g., the Nederland ICT terms and conditions) are not applicable and RAI hereby explicitly rejects such conditions.

3 - Conclusion of and changes and additions to the Contract
3.1 A binding Contract is concluded once it has been signed by authorized persons on behalf of RAI.
3.2 If You submit a quotation for the performance of two or more assignments, that quotation will be a binding offer which is valid for a year and which RAI may accept as often as it wishes during that year.
3.3 3.3. Changes and additions to the Contract must always be agreed in writing. ‘In writing’ is deemed to include communication by email, provided that this is done by the RAI employee authorised to amend the Contract. This power is exercised at Your risk.

4 - Services
4.1 You warrant that You will provide the Services: (i) in accordance with the Contract, (ii) at service levels and KPIs that equal or exceed those that have been agreed, and (iii) in accordance with Dutch law and in such a way that RAI does not infringe any statutory obligation it may have. These warranties entail an obligation of result (resultaatsverplichting).
4.2 If Services are provided on-site, You are responsible for Your staff acting in accordance with the Facility Regulations.

5 - Acceptance
5.1 The Services and Deliverables must be made available by You to RAI for acceptance within the agreed time frame. After delivery, RAI will assess, test and accept or reject the Services within a reasonable period. If a Service has been rejected by RAI, RAI will give You a reason for the rejection, where possible suggest modifications and enable You to repair faults in the Deliverables within a reasonable time. You will then repair the faults or omissions in the Services and make them available again to RAI for acceptance.
5.2 If the Services or part of them have not yet been accepted by RAI by the delivery date specified in the Contract or, in the absence of such a date, after two rounds of acceptance testing, RAI may, as it sees fit, terminate the Contract or part of it, agree supplementary rounds of testing with You or accept the Services on changed terms and conditions agreed with You.

6 - Intellectual Property Rights
6.1 No intellectual property rights which You or RAI have at the start of the Contract will be affected by the Contract.
6.2 If the Services involve providing software as a service (SaaS) or cloud or hosting services, You hereby grant RAI for the term of the Contract a worldwide, non-exclusive, royalty-free and irrevocable licence to gain remote access to and use the Services, including the full functionality of the hosted application and all accompanying materials, with the right to grant a sub-licence for internal business use.
6.3 If the Services involve granting a right to use software, You hereby grant RAI a worldwide, non-exclusive, royalty-free and irrevocable licence to use the software and all accompanying materials, including the right to grant a sub-licence for internal business use.
6.4 You warrant that RAI, by using the intellectual property rights which You have licensed or assigned to it, will not infringe any intellectual property right of a third party, and You indemnify RAI against all claims and any financial loss which it may suffer as a result of a possible infringement.
6.5 In so far as You, in the course of providing the Services, will develop one or more Deliverables: (i) specially for RAI; (ii) under the direction and supervision of RAI; or (iii) in accordance with the instructions or design of RAI, You hereby transfer in advance to RAI all intellectual property rights in the Deliverables concerned. The Contract is designated for this purpose as an instrument of transfer within the meaning of section 2 of the Dutch Copyright Act (Auteurswet) 1912. The intellectual property rights include, but are not limited to, copyright, design right, patent right and trademark right. If the Deliverable concerned consists of software, You will transfer to RAI not only the object code of the software but also the source code and the complete documentation. If You are required to perform a legal act or draw up an instrument for the formal transfer of a right to RAI, You will unconditionally cooperate. Where permitted by law, You waive Your personal rights in the Deliverables.

7 - Fees and payment
7.1 As consideration for the performance of Your obligations under the Contract, RAI will pay You the fees specified in the Contract.
7.2 All fees must be quoted in euros, exclusive of VAT.
7.3 The fees for the agreed Products and/or Services constitute full payment for the end result and include all parts of the delivery. You must include in Your fees all elements required for the end result. Where You should foresee that items not included in Your fees may occur, You must notify them to RAI in writing before the conclusion of the Contract and also give an indication of the fees related thereto.
7.4 You must send Your invoice digitally to: invoices@rai.nl.
If this is not possible, You must send the invoice to the address below:
RAI Amsterdam B.V.
attn. FAC Department
P.O. Box 77777
NL 1070 MS Amsterdam
The Netherlands
The invoice must in any event contain at least the Purchase Order number as specified by RAI and a breakdown of the work. If You have two or more purchase or delivery numbers, these must be invoiced separately.
7.5 RAI pays retrospectively and within 30 days of receipt of the invoice.
7.6 If RAI exceeds a payment obligation date for any reason, this does not entitle You to suspend or terminate performance of Your obligations.
7.7 If You are entitled to claim collection costs from RAI, RAI will pay You collection costs of 5% of the invoice value, with a maximum of € 500.00.
7.8 You are responsible for all costs incurred by a proof of concept, even in the case of a tender.

8 - Variations in the amount of work
8.1 Work is deemed to be additional where RAI has additional wishes and the agreed Services are increased or become more expensive, thereby raising the agreed price.
8.2 Work is deemed to be reduced where RAI’s wishes change and the agreed Services are scaled back or become cheaper, thereby lowering the agreed price.
8.3 If You can foresee that there will be additional or reduced work, You must inform RAI in writing as quickly as possible and send RAI a modified quotation for additional or reduced work, without setting further conditions. If RAI has approved the quotation, You may charge for the additional work or credit the reduction for the reduced work by means of a credit invoice.

9 - Protection of RAI Data and data breaches
9.1 You may Process RAI Data only if and in so far as this is necessary for the provision of the Services.
9.2 In the event that You qualify as a data processor within the meaning of the GDPR, You will Process the RAI Data in accordance with the RAI Data Processing Agreement which will be attached to the Contract.
9.3 You will take appropriate technical and organisational information security measures based on the nature of the RAI Data concerned, with a view to protecting them from unintentional, unauthorised or unlawful destruction, loss, alteration, publication or access by third parties. Your security measures will be of a standard which RAI may reasonably expect of a competent and careful provider of the Services.
9.4 You are liable for all damage which RAI may suffer as a result of an infringement of the GDPR, (the obligation to report) data breaches and all other relevant privacy laws and regulations, and You must indemnify and compensate RAI for claims of third parties and all resulting damage and costs.

10 - Term and termination
10.1 The Contract ends automatically after completion of the delivery of the relevant Services or upon the expiry of the agreed period. The Contract is never renewed automatically. If You continue making deliveries to RAI after the end of the Contract, You will immediately notify RAI and conclude a new Contract with RAI for that purpose. In the absence thereof, RAI has the right to immediately terminate such deliveries at any time, without being liable for damages. Any investments made by You in order to continue the deliveries without a (new) Contract are always at Your expense and risk.
10.2 Without prejudice to all its other rights, RAI may cancel the Contract in whole or in part by means of a written notice, without recourse to the courts, if:
  1. You or someone else applies for Your bankruptcy or suspension of payments (whether provisional or otherwise) or if an important part of Your assets is seized or if RAI has a justified suspicion that You are experiencing liquidity problems;
  2. Your business is liquidated or ceases trading; or
  3. The control over Your business changes.
10.3 Further, both RAI and You may terminate the Contract in writing with immediate effect if the other party fails to perform a material obligation of the Contract and, if the failure can still be rectified, fails to rectify the default within 14 days of receipt of a written notice of default to this effect. You may terminate the Contract for non-payment of an invoice by RAI only if RAI fails to pay an undisputed invoice within 14 days of receipt of Your second reminder.
10.4 If RAI is entitled to cancel or terminate a Contract with You, this also constitutes a ground for cancelling or terminating all other Contracts with You.
10.5 If the Services involve providing software as a service (SaaS) or cloud or hosting services, You may not exercise Your statutory right to suspend the provision of the services.
10.6 If RAI does not exercise one of its rights in the event of a defect in Your Services, this does not constitute a waiver of its right to exercise one or more of its rights later or in the event of a subsequent defect.
10.7 Any amounts already paid to You for which no delivery has yet been made will be immediately due and repayable in the event of cancellation or termination of the Contract and will be increased by interest at the statutory commercial rate from the payment date.
10.8 Unless provided otherwise above, RAI may terminate the Contract early at any time by giving one month’s written notice of termination, without damages being due.
10.9 After termination You will cease the use of all RAI material, data and know-how and return them in so far as possible. Communications in which You mention RAI, such as on websites, must be removed within one month.
10.10 The termination of the Contract does not affect rights and obligations that arise on or before the date of termination of the Contract and are intended by their nature to remain in force after the Contract ends.
10.11 Even after termination of the Contract(s) for whatever reason, provisions of these which are, by their nature, intended to remain in force will remain in force. These are in any event Articles 6, 9, 10, 11, 17.2, 17.5, 17.6, 17.10, 17.11, and 19.
10.12 Upon termination of the Contract for any reason whatever, You will enable RAI, as part of the Services, to retrieve RAI Data from Your systems automatically in a file format specified by RAI and migrate them to a system operated by RAI or a system operated by a new service provider of RAI. If RAI considers it necessary, the Parties will agree to an exit plan at the start of the Contract. An exit plan sets out what has been agreed in respect of the obligations to be performed by RAI and You in order to allow RAI Data to be migrated from Your systems.

11 - Liability and insurance
11.1 You are liable for all direct and indirect damage suffered by RAI as a result of acts or omissions by You and Your Personnel in connection with all parts of the performance or defective performance of a Contract. This damage includes at least (i) property damage, (ii) costs incurred in order to have the Services performed in accordance with the Contract, (iii) costs incurred in order to take emergency or fallback measures, such as the use of other materials or products, the hiring of extra personnel or the instructing and hiring of a replacement supplier, (iv) costs incurred to reinstate RAI Data and (v) costs incurred in determining, mitigating or preventing the damage referred to in this Article 11.1.
11.2 You warrant that You have taken out insurance to cover all possible liabilities in connection with the Contract. The minimum insured amount must be € 5,000,000.00 per occurrence.
11.3 You must indemnify RAI against claims of third parties that are in any way connected with the Contract or its performance by You and Your Personnel.
11.4 Any liability on the part of RAI is limited to the amount of the specific delivery under the Contract, up to a maximum of the amount paid out by RAI’s insurance in the case concerned.
11.5 If You or Your Personnel have a RAI keycard or other key in Your possession, You are liable for damage suffered by RAI or third parties as a result of its loss or any unauthorised use thereof.

12 - Force majeure
12.1 RAI may terminate the Contract if, as a result of force majeure, it is no longer reasonably able to use Your Services for the purpose for which it ordered them.
12.2 Force majeure for RAI includes cancellation of an Event, part of an Event or any other situation that reasonably prevents the holding of an Event or the part thereof relevant to Your delivery, such as the absence of a permit applied for by RAI, breach of contract by a third party engaged by RAI, and the non-occurrence of circumstances on which RAI counted or the occurrence of circumstances on which RAI did not count.
12.3 If RAI invokes force majeure, You must remain prepared to make delivery to RAI on the agreed terms for at least three weeks. Upon the occurrence of the force majeure, You may immediately request RAI to release You from this obligation, which RAI will refuse only on reasonable commercial grounds.

13 - Assignability and subcontracting
13.1 You may assign Your rights or obligations under the Contract only with RAI’s prior written permission.
13.2 In the event of a substantial change in the control of Your business, You must notify RAI at least two months in advance. If that change is not acceptable to RAI on reasonable grounds, it has the right to terminate the Contract forthwith in writing, without being liable for damages.
13.3 Performance of the Contract by subcontractors is permitted only if RAI has given permission in writing or by email. Permission for the work to be carried out by subcontractors or their personnel does not affect Your responsibility. Invoicing and payment are always channelled through You.

14 - Confidentiality
14.1 Both during the term of the Contract and after termination thereof, You and your Personnel must treat as strictly confidential all RAI Data which are being Processed in connection with the execution of the Contract and all confidential information from RAI, its affiliated enterprise(s), its partners and Stakeholders that You and Your Personnel have been able to take notice of. Information is confidential when the confidential nature thereof is known or deemed to be known by You and Your Personnel.
14.2 All information, correspondence, documents and other assets, including copies of RAI’s business affairs, its affiliated enterprise(s), its partners and Stakeholders which You possess or will receive, will remain the full property of RAI and will be transferred immediately to RAI when the Contract is terminated. You will not duplicate this information, correspondence, documents and other assets without RAI’s prior written consent.
14.3 In the event of an infringement of any part of this confidentiality clause, You will pay RAI a penalty of € 30,000.00 for each infringement, which will be due forthwith and may not be offset, without prejudice to RAI’s right to also claim full compensation.

15 - RAI Regulations
15.1 In view of the size of the Convention Centre, the number and varied nature of the Events and the diversity of Stakeholders, RAI has drawn up a number of specific rules and regulations with which You and Your Personnel must comply. These are the RAI Regulations that You can find and download at www.rai.nl, under 'Regulations, terms and conditions':
  1. the Standard Terms and Conditions for Visitors;
  2. the Facility Regulations, including the annexes; and
  3. any other rules and regulations which are, by their nature, applicable to You and Your Personnel.
15.2 You agree that RAI will not print out and attach he RAI Regulations, and that the above-mentioned web page gives You sufficient opportunity to become acquainted with the RAI Regulations. You also confirm that You agree with the content of the RAI Regulations before You enter into a Contract with RAI.

16 - Integrity
16.1 RAI endeavours to do business exclusively in a fair and ethically responsible manner. RAI applies a zero-tolerance policy in enforcing the principle that any form of bribery and corruption is unacceptable. This policy applies to every party with whom RAI has a business relationship, including You, Your Personnel and RAI’s own employees.
16.2 Bribery and corruption are deemed to mean directly or indirectly accepting, offering, proposing, paying, giving, approving and requesting bribes or other favours for the purpose of inducing others to do or refrain from doing any acts with a view to obtaining any commercial or personal benefit in relation to Your relationship with RAI, regardless of whether such acts occur in the public or private sector and regardless of whether they are common practice in a particular region.
16.3 In this context, You must not offer gifts or entertainment to or accept them from RAI, its employees, Stakeholders or government officials, unless the gift or entertainment is unmistakably of a business character and has no material value in comparison with the business relationship. You must have records that substantiate the business reasons for each payment to or from the above-mentioned parties. RAI also keeps such records.
16.4 If You become aware of an attempt at bribery or other form of corruption related to RAI, You must immediately report this to the management of RAI. RAI will assist You with this report at Your request.
16.5 You must comply with the requirements of this integrity provision and also ensure compliance by Your Personnel. Infringement of integrity standards is a ground for immediate termination of the Contract and denial of access to the Convention Centre, without any obligation to compensate any damage.

17 - Personnel
17.1 Your Personnel must be of smart appearance and be reliable and competent. You must ensure that Your Personnel comply with all the obligations, legislation, rules and regulations which are referred to in these Standard Terms and Conditions or are otherwise applicable. You must ensure that You and Your Personnel have all necessary diplomas and certificates. Your Personnel must act as good hosts at Events.
17.2 You and Your Personnel must comply with all rules regarding the obligation to produce identification and with the Dutch Foreign Nationals (Employment) Act (Wet arbeid vreemdelingen) and You must ensure that RAI can in turn fulfil its obligations in this regard. If RAI so requests, You must immediately provide it with the information and documentation required for this purpose, such as a list of the required citizen service numbers. You must indemnify RAI against all claims and fines in connection with a breach of these regulations and compensate RAI for this.
17.3 You must have a written contract with Your Personnel. Your Personnel may not have an employment contract with RAI or perform work for RAI on a temporary employment basis.
17.4 You must manage and supervise Your Personnel and give them directions and instructions on how to perform Your work within RAI. If situations occur in which Your directions and instructions are inadequate, RAI will give directions and instructions on Your behalf. You authorise RAI to do this. You must regularly inform Your Personnel that instructions from RAI are given in Your name.
17.5 If one or more members of Your Personnel allege that they have an employment contract with RAI, You must, at the first request of RAI, actively and passively cooperate fully with RAI to challenge that statement both at law and otherwise. You must indemnify RAI and compensate it for all damage and costs that are the result of such an allegation and any ruling of a competent authority that a member of Your Personnel has an employment contract with RAI.
17.6 RAI is not liable for claims from You or for claims of third parties against You on account of a ‘change of control’ as referred to in Article 662 et seq. of Book 7 of the Dutch Civil Code, including wage claims from employees or former employees of former businesses engaged by RAI, except where has been intent or gross negligence on the part of RAI’s management. You must indemnify RAI and compensate it for such claims arising from the transfer of an undertaking by Your Personnel or third parties.
17.7 You must inspect and assess the location and situation of the Convention Centre where Your Personnel performs work to ensure their safety with regard to the work to be performed and instruct them to perform their work safely within RAI and not use any RAI material. If they do use RAI material, this is at Your risk.
17.8 During their presence in or at the Convention Centre, Your Personnel will follow all instructions from security staff or other RAI officials and, if requested, identify themselves to the security staff or other RAI officials. If the instructions or safety or other regulations are not complied with (or not fully complied with), RAI may refuse to allow the person concerned to remain in or at the Convention Centre.
17.9 If RAI has well-founded objections to the conduct or person of a member of Your Personnel, it may deny the person concerned access to the Convention Centre. In such a case, You must immediately arrange for a replacement, without charging additional costs.
17.10 You and not RAI will be liable for damage or injury suffered by Your Personnel, even if they use RAI material, except where there has been intent or gross negligence on the part of RAI’s management. You must indemnify RAI against claims of Your Personnel in connection with damage or injury that occurs during the performance of work for RAI and must compensate RAI for this.
17.11 You must arrange for timely payments and remittance related to the work of Your Personnel, including wages, taxes, levies and premiums, and must indemnify RAI against all claims, costs, damage and interest in the event that Your Personnel, the Tax Authorities or other authorities ask RAI for such payments or decide that RAI should pay amounts or fines related to Your Personnel, even if it is judged that there has been a transfer of an undertaking. You must indemnify RAI in respect of all such payments related to Your Personnel.
17.12 To ensure that it does not become liable as a contractor for salaries tax and social insurance contributions, RAI has the right to transfer the tax part of each invoice (turnover tax, payroll tax and social insurance contributions) to Your special blocked account (G account) or, if You are demonstrably unable to open a G account, to pay the relevant part of the invoice by direct transfer to the account of the Tax and Customs Administration or the benefits agency concerned, quoting the reference specified by You. If and in so far as You are called upon to make payment under the applicable legislation, for example the Collection of States Taxes Act or the Social Insurance (Coordination) Act, You must not seek recourse against RAI and RAI may immediately terminate the Contract. You must provide RAI with all relevant information and data regarding the foregoing.
17.13 In so far as obligations are imposed on Your Personnel in these Standard Terms and Conditions or in the Contract, You will ensure that they fulfil those obligations. You must draw the attention of Your Personnel to the RAI Regulations and You warrant compliance with them by Your Personnel.

18 - Miscellaneous
18.1 You agree that RAI will digitise Contracts and will keep only the digital version in its records. This digital version has the same probative value as the original written Contract.
18.2 If a provision of these Standard Terms and Conditions is not valid for any reason whatever, the rest of the provisions will remain in force and we will agree on a new provision that resembles the invalid provision as closely as possible.
18.3 In case of contradiction, inconsistency and/or deviation between the Dutch and English version of these Standard Terms and Conditions and/or any additional conditions that may apply, the Dutch text prevails.
18.4 You may not use RAI’s trade name or a RAI trademark in Your communications without RAI’s prior consent.

19 - Disputes and applicable law
19.1 The laws of the Netherlands applies to these Standard Terms and Conditions and to Contracts and all other legal relationships between RAI and You.
19.2 19.2 In principle, RAI will try to resolve any problems with You practically and in mutual consultation. If that fails, the District Court in Amsterdam will have jurisdiction to hear any dispute, without prejudice to the right of appeal and appeal in cassation.

CS/15Dec2022