General terms and conditions of service and
Performance of Work by AE Security Group
Article 1: Definitions
1.1 AESG: AE Security Group, registered in the trade register of the Rotterdam Chamber of Commerce,
under number 86067028
1.2 Client: any natural or legal person who enters into an agreement of assignment or
Framework Agreement concluded;
1.3 Agreement: the contract of assignment concluded by AESG with the Client;
1.4 Framework Agreement: the Framework Agreement concluded between AESG and the Client, on the basis of which
AESG and Client shall enter into Agreements from time to time.
1.5 Services: the Services provided by AESG as evidenced by the Agreement concluded between the parties and/or
Framework agreement;
1.6 Agreed Rate: the rates agreed between AESG and the Client for the Services
as specified in the Agreement and/or Framework Agreement;
1.7 Agreed Price: the prices agreed between AESG and the Client for the Services as
specified in the Agreement and/or the Framework Agreement.
1.8 Activity: the event or activity to which the Services relate, including, inter alia
falls, the operation of a business and the supervision, production or organisation of an event;
1.9 Service services: all possible forms of hospitality services provided by AESG
services, as well as event and traffic management;
1.10 Personnel: all (auxiliary) persons, whether employed by AESG or not, who are employed by AESG in the
performance of the Agreement;
1.11 Third Parties: all legal persons used by AESG in the performance of the Agreement;
1.12 Goods means all things of which AESG may or may not be the owner, which are used by AESG in performing
of the Agreement.
Article 2: General
2.1 These general terms and conditions apply to all offers, quotations, work,
order confirmations, Agreements, Framework Agreements and invoices between the Contractor and AESG,
insofar as it relates to the performance of Safety, Security, Services and/or
Hospitality services by AESG.
2.2 The applicability of other general terms and conditions, such as those of the Client, will be
expressly rejected.
2.3 Deviations from and additions to these general terms and conditions are only valid if and insofar as
AESG has agreed to the deviations and/or additions in writing.
2.4 If and to the extent that one or more provisions of these general terms and conditions deviate from one or more
provisions of the Agreement and/or the Framework Agreement, the provisions of the
relevant Agreement and/or Framework Agreement.
2.5 If any provision of these general terms and conditions is null and void or annulled, the remaining
provisions of these general terms and conditions remain in full force and effect.
2.6 AESG reserves the right to amend or supplement these general terms and conditions. Amendments
shall also apply in respect of agreements already concluded subject to a period of thirty (30)
days after written notification of the amendment. If the Client makes an amendment to these terms
does not wish to accept, he may, until the date on which the new conditions come into force, terminate the agreement
dissolve by this date or on the receipt date of the notice if it is received after the effective date of
the change is.
2.7 These general terms and conditions also apply to AESG's performance of
the Agreement engaged Third Parties, Personnel and/or Business.
2.8 If the Customer has accepted the application of these conditions in respect of the supply of
products and or services by AESG, then such acceptance expressly extends to future
agreements between AESG and the Client, unless those future agreements provide in writing to the contrary
has been agreed.
Article 3: Offers/quotes/quotes/prices
3.1 All offers, quotations, statements and prices of AESG, wherever published or however made, are
always non-binding, unless expressly agreed otherwise in writing.
Article 4: Execution of Agreement and engaging Third Parties, Personnel and Business
4.1 AESG shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good
craftsmanship. All this on the basis of the then known state of science.
4.2 AESG is permitted to use Third Parties without the prior consent of the Client,
Personnel and Business in the performance of the Agreement and to engage certain work
performance of the Agreement in whole or in part by Third Parties.
Article 5: Principal's obligation to provide information
5.1 The Client shall ensure that all data, which AESG indicates to be necessary or
which the Client should reasonably understand are necessary for the preparation
and/or performance of the Agreement, shall be provided to AESG in a timely and complete manner.
5.2 Any advice given by AESG will be based solely on the
data.
5.3 If the data required for preparation and/or execution are not supplied, not supplied on time and/or incomplete to
provided to AESG, the Client shall be in default without any further notice of default and AESG shall
be entitled - at its option - to terminate the Agreement with immediate effect, its
suspend the work and/or the additional costs resulting from the delay according to the
Agreed Rates er Prices to Customer, always without prejudice to the
obligation of the Client to pay the Agreed Rates and Prices to AESG in full.
Article 6: Amendments to the Agreement
6.1 If during the preparation and/or execution of the Agreement, it appears that for a proper
performance is necessary to change or supplement the Services to be performed, AESG will be entitled to
to change or supplement the Services at its own discretion after prior notification to Client.
The client will then be obliged to reimburse AESG in full for any additional work arising therefrom.
in accordance with the Agreed Rates and Prices.
Article 7: Immediate termination
7.1 AESG and the Client are entitled to terminate the Agreement and/or the Framework Agreement with immediate effect.
terminate with effect, if the other party fails to perform its material obligations under the Agreement
or the Framework Agreement, and, having been given written notice of default to that effect, fails to comply with its default
discharged within the reasonable time allowed.
7.2 AESG and the Client are further entitled to amend the Agreement and/or the Framework Agreement with
immediate effect, without notice of default being required, if the other party:
- applies for or is granted suspension of payments;
- its own bankruptcy, a third party files for bankruptcy or is in a state of
bankruptcy is declared;
- is dissolved or liquidated or applied for;
- is declared bankrupt;
- is dissolved or liquidated or applied for;
Article 8: Rates, prices, increase and surcharges
8.1 The Agreed Rates and Prices are exclusive of VAT.
8.2 If during the term of the Agreement and/or the Framework Agreement cost price increasing
changes occur as a result of, among other things, changes in wages and other conditions of employment, bonuses
on wages, premium increases of social laws, increases of expense allowances, as well as
cost price increases due to external costs, AESG is entitled to adjust the Agreed Rates and Prices
increase in the interim.
8.3 If between the time of the offer and the conclusion of the Agreement cost price increasing
changes take place, AESG is also entitled to increase the proposed rates and prices.
8.4 If a fixed price has been agreed for all or certain Services and during the performance of the
Services reveals that the expected amount of work and/or duration of work, more extensive and/or more time in
takes longer than estimated, as a result of which AESG cannot reasonably be expected to provide the Services.
performed at the agreed fixed price, then this will be regarded as additional work and is
Client must pay the additional work in full to AESG in accordance with the usual rate of
AESG.
8.5 If the Services are performed by AESG on national holidays, or New Year's Eve or New Year's Day,
a surcharge of 100% on the Agreed Rate and/or the Agreed Price shall apply, unless in the
Agreement and/or Framework Agreement a different surcharge has been agreed.
Article 9: Invoicing and payment
9.1 The amounts invoiced by AESG, must be paid to the
bank account of AESG to have been credited.
9.2 AESG will at its discretion - send the Client an invoice prior to the Activity for the amount to be
provided Services, or after the Activity for the Services provided.
9.3 If AESG sends an invoice to the Client prior to the Activity, invoicing will take place by AESG
take place by means of an estimate of the cost of the Services to be provided by
AESG will be provided. If upon completion of the Activity it becomes apparent that more and/or additional services are required by AESG
have been carried out in performance of the Agreement, then AESG will charge Client an additional
invoice.
9.4 If invoicing takes place prior to the Activity, contrary to what is stated in paragraph 1 of this
Article, the invoiced amount shall be paid into the bank account of
AESG, but no later than fourteen (14) days after the invoice date if between the
invoice date and the start of the Activity is a period of more than fourteen (14) days.
9.5 If invoicing takes place prior to the Activity and the invoice amount is not paid within the time limit specified in paragraph 4 of
this article has been credited to the IBAN bank account NL77SNSB8838850038 of AESG, the
AESG at its option - the right to suspend or terminate the Agreement, without thereby
there is an attributable failure of AESG in the performance of the Agreement. Client
In that case, the costs incurred by AESG for the preparation and/or execution and/or
termination of the Agreement, as well as any possible resulting damage to AESG.
AESG will invoice the Client for this.
9.6 Any comments and/or remarks on the invoice must be made within five (5) working days of the
invoice date must be notified to AESG in writing. After the expiry of this period, the
Principal's right to do so. The making of any comments and/or observations, leaves the
payment obligation of Principal under the invoice.
9.7 AESG is at all times entitled at its first request to require security of payment from the
Client or require an advance payment and/or interim payments, all to be determined by
AESG, failing which AESG shall not be obliged to proceed with the performance of the Agreement,
without being in any way in default in this respect.
9.8 If the Client has not paid the amount due or has not paid it in full within the time limits set out in paragraph 1 or paragraph 4
of this article, it shall be in default without further notice and by operation of law
and pay interest on the outstanding amount at the rate of 2% per month, unless the statutory interest rate within the meaning of
of Section 6:119a of the Netherlands Civil Code is higher in which case this statutory interest rate applies, with part of the month amounting to a
full month is counted.
9.9 In the event of late or incomplete payment, the Client shall be liable for both extrajudicial and judicial
costs. The extrajudicial collection costs shall be at least 15% of the principal sum, with a
minimum of EUR 500.00. Court costs will not be limited to the court-ordered
amounts of disbursements and salary attorney, lawyer or agent, but will include the full
litigation costs incurred by the Contractor, including the actual costs payable by the Contractor
to salary and disbursements of its attorney, lawyer or agent and the court bailiff and
other costs. Proof of costs in court may include the invoices of the aforementioned
persons engaged.
9.10 Client is not entitled to suspension of payment or set-off.
Article 10: Cancellation
10.1 If, in the period between the date of conclusion of the Agreement and the
date of actual performance of the Agreement, informs AESG that the actual performance of the
Agreement will not be acted upon, or if during that period it appears that no performance of the
Agreement can be given as a result of an order and/or request from the competent authority, then
Client must reimburse AESG for the actual costs incurred by AESG in preparation
and performance of the Agreement, as well as the costs incurred by AESG as a result of the cancellation,
which in any case includes the costs and/or damages to be paid by AESG as a result of the cancellation
to Third Parties and Personnel engaged by it, as well as for the Goods it uses.
10.2 The costs referred to in paragraph 1 of this article, shall be at least 50% of the expected
invoice amount of the Agreement that has been cancelled. These charges shall be payable upon receipt of the invoice
within the payment period referred to in Article 9(1) of these general terms and conditions to AESG.
met.
10.3 If, during the actual performance of the Agreement, the Customer, for any
cancels for any reason or if cancellation takes place as a result of an order and/or request from the
competent authority, then the Client shall be obliged to pay AESG all costs incurred, including in any case
case include any costs and/or damages that AESG is required to pay as a result of the cancellation to any of its
engaged Third Parties and Personnel, as well as for the Goods used by it and fully indemnify AESG
assessable
10.4 If the actual performance of the Agreement is not followed up in whole or in part
as a result of a request and/or order from the competent authority, then this will not be considered as
force majeure on the part of the Client.
Article 11: Obligation Principal, guarantee safety Personnel and indemnity
11.1 The Client shall enable AESG to perform the Services properly.
11.2 The Principal shall furnish the room(s) in which the Personnel perform the Services in such a way and
maintain and take such measures and
provide instructions as reasonably necessary to prevent the Staff from doing the
Services suffer damage.
11.3 The Client expressly declares that it is familiar with Section 7:658 of the Dutch Civil Code, in particular Section 7:658(4)
BW, as well as with the obligations towards it under the Working Conditions Act.
The Client shall indemnify AESG against claims by the Staff or third parties based on these provisions,
the labour inspectorate, for example.
Article 12: Auxiliary matters and auxiliary persons
12.1 If, in performing the Agreement, AESG uses a Good belonging to a
third party, then the Client shall be bound to AESG by the restrictions and conditions imposed by such third party
to the use of the Case.
12.2 If, in the performance of the Agreement, AESG uses Personnel which are made available to
is provided by a third party, then the Client shall be bound to AESG by the restrictions and conditions
provided by this third party with regard to the provision.
Article 13: Obligations Client to services
13.1 The Client is obliged vis-à-vis AESG to comply with all obligations and instructions issued by the government, which are binding on the Client.
relate to the Activity, to be fully complied with.
13.2 The Client guarantees that it has all the permits required with regard to
the Activity in connection with which AESG performs its services and the Client shall, if requested, provide AESG with
immediately provide access to said licences and any (additional)
licence conditions in this regard and/or provide a copy of them to AESG.
13.3 The Client will always promptly and fully provide AESG with access to any agreement with the government
or police appointment made in connection with the Activity.
13.4 The Client will inform visitors to the Activity and its staff about the
activities and powers of AESG. The Client shall be bound by the terms and conditions relating to the
access to the Activity always announce in advance to the Client's visitors and staff.
13.5 The Client will provide visitors to the Activity with the usual requirements in terms of
public order and security.
13.6 In relation to the Activity in connection with which AESG is conducting its
Services, commission (or have commissioned) a third party to perform work which
equal or similar to those of AESG, or to tolerate such work (or have it tolerated).
13.7 If the Client fails to comply or properly comply with any obligation as described above,
Client will be in default without any further notice of default and AESG will be entitled to charge the
Agreement with immediate effect, or suspend its operations,
without prejudice to the Client's obligation to fully comply with the Agreed Rates and Prices to
AESG to comply.
Article 14: Powers of AESG in respect of services
14.1 AESG has, in respect of the services it provides under the Agreement, a
obligation of means and shall in respect thereof act in accordance with what is required of a good
service organisations in society can be expected.
14.2 AESG will perform the services in accordance with the Legislation. To the extent that this Law and/or the
regulations based thereon, requires AESG to modify the services in one or more respects, then AESG
entitled to implement these changes without consultation with the Customer without this involving
of an attributable failure of AESG in the performance of the Agreement. If and insofar as from
these changes result in additional work, the Client is obliged to pay this additional work to AESG in full.
reimbursed in accordance with the Agreed Rates and Prices.
14.3 If, at the request and/or order of the competent authority, AESG is required to provide the services for longer and/or
additional work, then AESG will comply with this request and/or order of the competent authority without prior
approval of the Client. The Client shall then be obliged to pay this additional work in full to AESG
reimbursed in accordance with the Agreed Rates and Prices.
14.4 AESG is entitled, if in the opinion of AESG it is necessary in connection with the
performed services the police before, during or after the Activity for any reason in
switching. Said powers of AESG will only be exercised by AESG in close
cooperation with Client.
Article 15: Abroad
15.1 These general terms and conditions also apply to Services to be performed by AESG in the
abroad.
15.2 If the Personnel performing the Services abroad suffer damage to themselves or to them
belonging to goods and the damage occurred outside the working hours agreed in the Agreement
and/or as a result of work not agreed in the Agreement, then the Customer is
obliged to compensate such damage in full to the Personnel. The Client shall indemnify AESG against all claims
indemnify in this respect.
Article 16: Staff / clothing / space / personal data / replacement
16.1 The Personnel shall perform Services under the supervision and direction of AESG. The Client has in the
Within the framework of the performance of the Agreement, the possibility of giving directions and instructions to the
Staff to give.
16.2 The clothing to be worn by Staff will be determined by AESG after prior consultation with
Client.
16.3 If AESG so desires, the Client will provide AESG with a (with a so-called unique key) to be deposited with the
provide closed space (outside the public area) for the benefit of its Staff, which
space must be approved in advance by AESG and will have to be equipped with, among other things, electricity
and tables and chairs.
16.4 The Principal shall provide all personal data of the Personnel that the performance of the Agreement
disclosed to the Contractor, treat them confidentially and, more specifically, in
compliance with European regulations; General Data Protection Regulation (AVG)
process.
16.5 If due to illness or other circumstances, a staff member is unable to perform the Services
perform, AESG will notify the Client as soon as possible and AESG will as soon as possible
arrange for an adequate replacement.
Article 17: Non-acquisition of Personnel
17.1 During the term of the Agreement, as well as during
a period of one year after the end of the Agreement with the Personnel who, during the Agreement, were the
Services has directly or indirectly entered into an employment contract, or directly or indirectly this
Personnel. Such under forfeiture of an immediately payable penalty of E.
25,000, - per violation
Article 18: Complaints
18.1 Complaints about the manner of performance, progress and quality of the Services provided should be
within one (1) week from the date of the conduct or incident complained of
has taken place, must be notified in writing to the Management Board of AEGS.
18.2 Complaints will be dealt with in accordance with the complaints procedure in force at AESG.
18.3 At the Client's request, a copy of the complaints procedure will be provided free of charge by AESG to
Client sent.
Article 19: Return of Goods made available
19.1 If, for the performance of the Agreement, AESG has made Goods available to the Client
given, the Client must return these Goods within fourteen (14) days after the expiry of the Agreement in
original condition, free of defects and returned in full to AESG.
19.2 If the Client fails to deliver the Goods within fourteen (14) days after the end of the Agreement
returns, or does not return the Goods in their original condition, with defects and/or incomplete,
the Client must compensate AESG for all damages and costs incurred by AESG as a result.
Article 20: Liability
20.1 The total contractual and extra-contractual liability of AESG in respect of any
Agreement is limited to compensation for direct damage up to the amount specified in the
relevant case is paid out by AESG's liability insurance(s). If for any
If no payment is made under such insurance for any reason whatsoever, the compensation of the
direct damages to a maximum of 25% of the amount (excluding VAT) paid by AESG to the Client in
charged for Services performed under the relevant Agreement.
20.2 To the extent necessary notwithstanding the provisions of paragraph 1, AESG shall not be liable for any damage that:
- results from an event directly or indirectly related to a terrorist attack;
- is unavoidable in the proper performance of the Services;
- the result of the urgency due to circumstances;
- is the result of the data provided by or on behalf of Client, as referred to in article 5 of these
general terms and conditions;
- is due to inaccuracies and/or imperfections that arose in the transmission or transfer of
data by the Client to AESG as a result of a defect in and/or incorrect use of the accompanying
means of communication used by the Client.
20.3 However, the maximum amount referred to in paragraph 1 shall lapse if and only to the extent that the damage is the
results from intent or deliberate recklessness on the part of AESG or its executives.
20.4 Liability of AESG for indirect damages, in any case including consequential damages,
lost profit, lost sales, is expressly excluded.
20.5 Any damages paid will always be deducted from any obligations arising from
undoing of obligations referred to in Article 6:271 of the Civil Code.
20.6 Liability of AESG for attributable breach of this agreement
may arise only if and when the Client immediately and properly gives AESG written notice of default in
has been given a reasonable time to remedy the deficiency, and AESG has been given a reasonable time to remedy the deficiency even after such
period remains imputably in breach of its obligations. The notice of default must
include as detailed a description of the failure as possible that enables AESG to adequately
to respond.
20.7 The Client shall indemnify AESG against third party claims relating to rights of
intellectual property on materials and data provided by Client, which are used in the execution of the
Agreement are used.
20.8 If the Client provides AESG with information carriers, electronic files or software,
guarantees Client that these information carriers, electronic files or software are free of
viruses and files.
20.9 The Client shall indemnify AESG against any claims of third parties, which in connection with or as a result of
of the performance of the Agreement and which damage is wholly or partially attributable to
Client can be attributed.
Article 21: Confidentiality
21.1 The Contractor and AESG warrant that all before and after entering into the Agreement
information received of a confidential nature will be treated confidentially, except to the extent that the
law requires that this information will be disclosed.
21.2 AESG also imposes this obligation on its Personnel.
Article 22: Force majeure
22.1 Neither AESG nor the Client shall be bound by any obligation arising from the
Agreement and/or Framework Agreement, if they are prevented from doing so due to a
circumstance that is not due to fault, and neither under the law, a legal act or in traffic
prevailing views on their behalf.
22.2 AESG will also be entitled to invoke excess power if the circumstance that caused (further)
prevents fulfilment occurs after AESG should have fulfilled its obligations.
22.3 AESG and the Client may, during the period of force majeure, suspend the obligations under
suspend the Agreement and/or Framework Agreement. If this period lasts longer than two (2)
months, either party is entitled to dissolve the agreement, without any obligation to compensate
of damage to the other party.
22.4 To the extent that AESG has already partially fulfilled its obligations under
fulfilled or will be able to fulfil the Agreement and/or Framework Agreement, and to the
value of the part fulfilled or to be fulfilled respectively, AESG shall be entitled to dissolve the
part already fulfilled or to be fulfilled respectively, to be invoiced separately. Client is obliged
pay this invoice as if it were a separate agreement.
22.5 In the context of the performance of the Agreement and/or Framework Agreement, in any case, but not
exclusively, there is force majeure at AESG if the following situations occur: all circumstances as
consequence of which the performance of the Agreement is prevented, temporarily or otherwise, and which is beyond the will
of AESG is located, and which includes in any case, but not exclusively, strike of personnel of
AESG, lockout, traffic jams, trans- port strikes, serious traffic delays, disruptions in the
AESG's computer network, accidents, explosions, above-average absenteeism among staff of
AESG and fire.
Article 23: Dispute resolution and applicable law
23.1 The agreement is exclusively governed by Dutch law.
23.2 All disputes which may arise between AESG and the Client as a result of the conduct of the
AESG and the Client to which these terms and conditions apply in whole or in part.
apply, or of further agreements, which are a consequence of such an agreement, shall
shall be settled exclusively by the competent court in the district of Midden-Nederland, Location
Utrecht, subject to appeal and cassation.