1. Company Details & Applicability

1.1. These General Terms and Conditions of Sale (hereinafter "Terms and Conditions") apply to all services provided by Oranje DMC B.V., registered in the Dutch Commercial Register (KvK) under number 66924391, VAT number NL856754195B01, with registered office at Keizersgracht 482, 1017 EG Amsterdam (hereinafter "Oranje DMC").

1.2. These Terms and Conditions apply exclusively to business-to-business (B2B) relationships and to all offers, quotations, agreements and services provided by Oranje DMC, unless explicitly agreed otherwise in writing.

1.3. The "Client" refers to any legal entity or professional party entering into an agreement with Oranje DMC.

 

2. Offers and Quotations

2.1. All offers and quotations issued by Oranje DMC are non-binding and valid for the period stated therein. If no validity period is stated, the offer shall remain valid for seven (7) calendar days from the date of issue.

2.2. Prices are stated in EUR. Unless expressly stated otherwise, prices for third-party services are presented on a line-by-line basis and are inclusive of any applicable taxes.

2.3. Offers are subject to availability of suppliers and services at the time of acceptance.

 

3. Conclusion of the Agreement

3.1. An agreement is concluded once the Client has accepted the offer in writing (including by email, WhatsApp or any other durable electronic means) and, where applicable, paid the agreed deposit.

3.2. Electronic correspondence shall be deemed to constitute written communication for the purposes of concluding, modifying, or confirming any agreement.

3.3. After conclusion of the Agreement, the Client may request additional services or modifications. Such additional services shall be contractually binding once confirmed by Oranje DMC in writing. The Client acknowledges that any such additional services may affect pricing and/or timelines.

3.4. Any cancellation request made after acceptance of an offer shall constitute a contractual breach. In such case, Oranje DMC shall be entitled to invoice a fixed cancellation fee equal to 10% of the total gross amount of the latest quotation or provisional budget, as compensation for time invested, bookings made and resources mobilised at the Client's request, without prejudice to any claim for greater proven loss.

 

4. Nature of Services — Mandate (Lastgeving)

4.1. The services provided by Oranje DMC consist in the coordination, supervision and negotiation of third-party services (accommodation, transportation, catering, guides, technical equipment, venue rental, activities, etc.) on behalf of the Client.

4.2.  Oranje DMC acts solely as a coordinator and intermediary (lasthebber), in the name and on behalf of the Client (lastgever), pursuant to an express mandate of lastgeving in accordance with Article 7:414 et seq. of the Dutch Civil Code (Burgerlijk Wetboek). The Client remains the sole economic and legal beneficiary of all third-party services.

4.3. All third-party services — including accommodation, transportation, catering and activities — are proposed by Oranje DMC and individually selected, approved and validated by the Client prior to execution. The Client retains full decision-making authority and may modify, add or remove any service at any time before or during the event.

4.4. Oranje DMC's coordination fees — covering supervision, project management, negotiation and coordination — may be invoiced either as a separate line item entitled "Organisation & Coordination" and/or integrated proportionally into the cost of third-party services, depending on the structure agreed with the Client. In all cases, such fees constitute an intellectual and operational service and shall not be considered a tourism-related service within the meaning of Articles 28z to 28zg of the Wet op de omzetbelasting 1968 or the Besluit reisbureauregeling (Staatscourant 2019, nr. 47961).

4.5. For administrative or practical reasons, certain contracts with third-party suppliers may formally be concluded in the name of Oranje DMC. However, all such contracts are entered into solely in the interest of the Client, who remains the exclusive economic beneficiary and bears full legal and financial responsibility for the services concerned.

4.6. The role of Oranje DMC is strictly limited to logistical coordination and supervision. Oranje DMC assumes no obligation of result regarding the performance or quality of services delivered by third parties. This allocation of responsibilities is expressly acknowledged and accepted by the Client.

 

5. Economic and Legal Risk of Third-Party Services

5.1. The Client acknowledges and agrees that it bears full economic and legal responsibility for the proper execution of services rendered by third-party suppliers. Oranje DMC undertakes solely to coordinate and supervise these services on the Client's behalf.

5.2. In particular: any price increase by a supplier between the quotation and confirmation shall be borne by the Client; any cancellation penalties imposed by suppliers shall apply directly to the Client; any failure or poor performance by a third-party supplier shall give rise to a claim by the Client directly against that supplier, with Oranje DMC assisting the Client in any such negotiation as part of its coordination mandate.

5.3. Oranje DMC does not bear any economic risk related to the services performed by third-party suppliers and does not act as a reseller (wederverkoper) of such services.

 

6. Changes to Services

6.1. Changes to the scope, specifications or timing of services may be requested by the Client or proposed by Oranje DMC.

6.2. Changes shall be confirmed in writing, including by email. Where urgent operational changes are required during event execution, verbal approval may suffice, provided it is confirmed in writing afterward.

6.3. Any change may result in adjustments to pricing, timelines and conditions.

 

7. No Right of Withdrawal

7.1. Given the B2B nature of the Agreement, the Client expressly waives any statutory right of withdrawal.

7.2. Termination and cancellation conditions are governed by the Agreement and these Terms and Conditions.

 

8. Obligations of the Parties

8.1. Obligations of Oranje DMC:

• Perform coordination services with reasonable skill and care;

• Act at all times in the name and on behalf of the Client within the limits of the mandate granted;

• Engage subcontractors where necessary while remaining responsible for coordination and scheduling;

• Assist the Client in any negotiation with third-party suppliers in case of dispute or poor performance.

8.2. Obligations of the Client:

• Provide complete, accurate and timely information and instructions;

• Individually approve each third-party service prior to confirmation;

• Ensure timely approvals and decisions;

• Ensure participant compliance with applicable laws, venue rules and safety requirements;

• Bear full economic and legal responsibility for all validated third-party services.

 

9. Confidentiality

9.1. Any information relating to concepts, ideas, strategies, processes, specifications, documents, plans, know-how, intellectual property, or any legal, technical or commercial information disclosed by one party to the other, whether orally or in writing, shall be treated as strictly confidential and may not be disclosed to any third party without the prior written consent of the disclosing party.

9.2. This obligation of confidentiality shall remain in force throughout the duration of the contract and for a period of five (5) years following completion of the services.

 

10. Prices and Payment

10.1. Invoices shall be paid within the payment term stated in the invoice or Agreement.

10.2. Late payments shall incur statutory commercial interest (wettelijke handelsrente) in accordance with Dutch law.

10.3. Extrajudicial collection costs shall be charged in accordance with the Wet Incassokosten.

10.4. Oranje DMC reserves the right to suspend coordination services in the event of late payment of coordination fees or advances for third-party services. Such suspension shall not constitute termination of the contract and shall not transfer any economic risk to Oranje DMC.

10.5. The Client is not entitled to suspend or offset payments, except in case of undisputed and legally established claims.

10.6. Oranje DMC may adjust prices if unforeseeable cost increases occur (e.g. tax increases, supplier price increases), provided the Client is informed in writing.

10.7. In accordance with Articles 44 and 196 of Directive 2006/112/EC, the reverse charge mechanism (verleggingsregeling) shall apply to B2B clients registered for VAT outside the Netherlands.

 

11. Liability

11.1. Oranje DMC acts as a coordinator and intermediary between the Client and third-party suppliers. Oranje DMC is not liable for the acts, omissions or failures of such suppliers.

11.2. Oranje DMC shall not be liable for indirect or consequential damages, including loss of profit or revenue.

11.3. Oranje DMC's total liability shall be limited to the net value of its own coordination fees invoiced in connection with the services in question, unless the damage results from wilful misconduct (opzet) or gross negligence (grove nalatigheid).

 

12. Force Majeure

12.1. Force majeure includes events beyond reasonable control, including but not limited to natural disasters, pandemics, strikes, governmental measures or transport disruptions that would make the performance of services illegal or impossible.

12.2. In case of force majeure, obligations shall be suspended for the duration of the event.

12.3. Costs already incurred and non-refundable supplier costs shall be borne by the Client. Oranje DMC is entitled to a reasonable administrative fee not exceeding 5% of the affected services.

12.4. The parties shall consider in good faith the possibility to reschedule. If no agreement is reached within 6 months of the force majeure event, the Contract shall become void.

 

13. Governing Law — Dispute Resolution

13.1. These Terms and Conditions are governed by Dutch law (Nederlands recht), excluding any conflict of law rules.

13.2. The parties shall seek in good faith a fast amicable settlement to any dispute before taking any judicial action.

13.3. Failing amicable resolution, any dispute shall fall under the exclusive jurisdiction of the Rechtbank Amsterdam.

 

14. Termination

14.1. These Terms and Conditions are valid for an indefinite period.

14.2. Either party may terminate them by providing written notice to the other party with a notice period of three (3) months from the date of receipt.

14.3. These Terms and Conditions shall remain applicable to all services for which a Contract was concluded prior to the effective date of termination.

 

15. Data Protection

15.1. Oranje DMC processes personal data provided by the Client for the purpose of fulfilling its contractual obligations. Oranje DMC acts as data controller within the meaning of Regulation (EU) 2016/679 (GDPR) and the Dutch Uitvoeringswet AVG.

15.2. The Client is legally responsible for the lawfulness of the personal data it provides.

15.3. Personal data shall be retained for the duration of the contract and for the legally required retention period thereafter.

15.4. Data subjects may exercise their rights or lodge a complaint with the Autoriteit Persoonsgegevens (Dutch Data Protection Authority) or any other competent supervisory authority.

 

16. Final Provisions

16.1. Oranje DMC is not bound by any amendment to these Terms and Conditions made by the Client unless explicitly approved in writing.

16.2. Failure to exercise any right shall not constitute a waiver of that right.

16.3. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4. Specific provisions of a signed contract conflicting with these Terms and Conditions shall prevail over the corresponding provisions herein.

16.5. The Client may not assign any right arising from these Terms and Conditions to any third party without Oranje DMC's prior written consent.

 

These General Terms and Conditions must be interpreted in accordance with the parties' clear intent to structure their relationship as a mandate for organisation and coordination (lastgeving, Article 7:414 BW). They expressly exclude any resale of services in Oranje DMC B.V.'s own name, any comprehensive travel package, and any application of the reisbureauregeling as defined in Articles 28z to 28zg of the Wet op de omzetbelasting 1968 and the Besluit reisbureauregeling (Staatscourant 2019, nr. 47961).

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Amsterdam, date 08th of June 2026 in Amsterdam

Oranje DMC B.V. 

Nicolas Marty, Director