Terms of Service
CHAPTER I GENERAL PROVISIONS
Article 1 Definitions
In these Standard Terms and Conditions the terms used have the meanings defined below unless otherwise agreed in writing.
‘VIV online Services’: The services, access or use of Website, allowed by VNU Exhibitions;
‘Terms and Conditions’: these terms and conditions that are an inseparable part of and apply to all Agreements between VNU Exhibitions and the User regarding VIV online Services. Any variation to the Terms and Conditions is possible only after express written confirmation by VNU Exhibitions. The applicability of any terms and conditions used by the User is hereby expressly excluded;
‘User’: the natural or legal person with whom VNU Exhibitions enters into the Agreement;
‘VNU Exhibitions’: the private limited liability company VNU Exhibitions Europe B.V.;
‘Website’: www.viv.net, the website is owned and operated by VNU Exhibitions;
‘Account’: an account opened by a Registered User through the Website to allow the Registered User to use the Services;
‘Registered User’: a person who creates an Account through the registration process on the Website. In order to create an Account User must enter some personal details (name, email address, city), a login name and a password. A confirmation email will be sent to the Registered User upon submission of the data and acceptance by the Registered User of these Terms;
‘Registration Data’: information provided by Registered Users to open an Account;
‘User Content’: any contribution that User Uploads to the VIV online Services, including but not limited to, text, photographs, graphics, video or audio material, or a combination of any of them;
‘Upload and Uploaded’: to submit or upload User Content that VNU Exhibitions has received in a complete, readable and downloadable form.
‘VNU Exhibition Europe Content’; all of the content other than User Content, displayed or available through the Services including, but not limited to, all names, logos, trade marks (whether registered or unregistered), Website design, databases, computer codes, text, graphics, data, photographic images, moving images, sound, illustrations, software and the selection and arrangement thereof.
Article 2 Agreement
1. These Terms and Conditions apply to all Users of the VIV online Services. Any variation to these Terms and Conditions is valid only if explicitly agreed in writing.
2. If any provision of these Terms and Conditions is void or annulled, the other provisions of these Terms and Conditions remain fully effective.
3. VNU Exhibitions reserves the right to change these Terms and Conditions at any time. Any change and its entry into force will be notified to the User. The Terms and Conditions as amended will apply to every running contract.
Article 3 Price and Payment
1. All prices for the VIV online Services, if applicable, are exclusive of turnover tax (‘BTW’) and any other government-imposed levies.
2. In the event of an Agreement that provides for periodical payment by the User VNU Exhibitions has the right to adjust the prices and rates by means of a written notice with due observance of at least three months.
3. In all events is VNU Exhibitions entitled to adjust the agreed prices and rates by means of a written notice to the User for services that, according to the relevant planning or pursuant to the agreement, will be delivered at a time at least three months after the date of this notice.
4. If the User does not agree with the above adjustment of prices and rates the User has the right to terminate the agreement in writing within seven working days after the notice referred to in these articles effective from the date of entry into force of the price or rate adjustment stated in the notice of VNU Exhibitions.
5. The User pays invoices in accordance with the payment terms stated in the invoice. In the absence of specific terms the User pays the invoice amount in full within fourteen days of invoice.
6. If the User fails to pay the amounts due within the agreed term, the User owes interest at the statutory rate on the outstanding amount without any notice of default being required.
7. If following a notice of default the User still fails to pay the amount due, the claim may be referred for collection, in which case besides the total then payable increased by the handling fee the User must also pay in full any extrajudicial and judicial costs, including all costs charged by external experts as well as the costs determined by the court, related to the collection of this claim or the exercising of rights, which costs will be set at 15% minimum of the total amount.
Article 4 Confidential Information
1. Each party warrants and represents that all confidential information received from the other party before and after the conclusion of the Agreement will remain confidential. Information is regarded as confidential at any rate if designated as such by either party.
Article 5 Intellectual or Industrial Property Rights
1. Unless otherwise indicated, all VNU Exhibitions Content is owned by VNU Exhibitions or its licensors and protected by copyright, trademarks, database rights and other laws relating to the protection of intellectual property.
2. The VNU Exhibition logo, all product names, page headers, custom graphics, button icons, trademarks, service marks, look and feel and logos appearing on any of the Services are trademarks of VNU Exhibitions, and may be subject to copyright. They may not be copied, imitated or used, in whole or in part, by the User without the prior written permission of VNU Exhibitions, unless explicitly stated otherwise..
Article 6. General Conditions of Use Website
1. VNU Exhibitions grants User permission to access and use the VIV online Services, subject to the following conditions in these Terms and Condition and User agrees that any failure by User to adhere to any of these conditions shall constitute a breach of these Terms and Conditions.
2. The VIV online Services may contain hyperlinks to other websites that are not owned or controlled by VNU Exhibitions. Unless otherwise stated VNU Exhibitions (a) does not control, approve, endorse or sponsor any such websites or their content; or (b) does not provide any warranty or take any responsibility for any aspect of those websites or their content or accuracy (c) is not responsible for the availability of any such external sites or resources.
3. When User access third-party websites, User does so at its own risk. User acknowledges and agrees that VNU Exhibitions is not liable for any loss or damage which may be incurred by User as a result of the availability of those external sites or resources, or as a result of any reliance placed by User on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
4. User may not use the VIV online Services:
a) to contravene any applicable law or regulation, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the country in which User resides or access the VIV online Services;
b) to download copy, re-transmit or distribute any part or parts of the VIV Online Services, including but not limited to the VNU Exhibitions Content in any medium, without, or in violation of, a written license or agreement with VNU Exhibitions or the respective licensors of the VNU Exhibitions Content, unless explicitly stated otherwise;
c) to copy, re-transmit or distribute in any form of any part or parts of downloaded documents provided by the VIV Online Services under the condition that downloading of such part or parts of the document provided by the VIV Online Services is allowed by VNU Exhibitions;
d) for accessing the VIV online Services through any technology or means other than such means as VNU Exhibitions may explicitly designate for this purpose;
e) for any data mining, robots or similar data gathering or extraction methods whether in relation to Users, User Content or otherwise;
f) to interfere with or disrupt the VIV online Services in any way, including (but not limited to) through the use of viruses, Trojans or other harmful code or for using or launching any automated system that accesses the VIV online Services in a manner that sends more request messages to the VNU Exhibitions servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser;
g) to alter or modify any part of the VIV online Services or VNU Exhibitions Content;
h) to register, subscribe, unsubscribe or attempt to register, subscribe or unsubscribe any party for any VNU Exhibitions product or service if User are not expressly authorized by such party to do so;
i) to reverse engineer, alter or modify any part of the VIV online Services or the VNU Exhibitions Content;
j) for the solicitation of business or in connection with any commercial enterprise.
k) to circumvent, disable or otherwise interfere with security-related features of the VIV online Services or any system resources, services or networks connected to or accessible through the VIV online Services, or features that (i) prevent or restrict use or copying of VNU Exhibitions Content or (ii) enforce limitations on use of the VIV online Services or the content accessible via the VIV online Services;
l) generally other than for their intended purposes;
m) or to encourage, assist, or procure another person to do any of the foregoing.
7 Submission of Content/Right of use Content
1. Registered Users may upload or submit User Content through the Website.
2. The User understands and agrees that User is solely responsible for its own User Content and the consequences of uploading or submitting it. VNU Exhibitions does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and VNU Exhibitions expressly disclaims any and all liability in connection with User Content.
3. Copyright in the User Content you upload to the Website remain with the Registered User, subject to the License granted by these Terms.
4. By submitting the User Content User represents and warrants that:
a) to contravene any applicable law or regulation, including, without limitation, those relating to the Internet, data, email, privacy, and the transmission of technical data exported from the country in which User resides or access the VIV online Services;
b) User have all right, title and interest in the User Content necessary to grant the rights that User grant under these Terms including User have all necessary licenses, rights, consents, permissions and any release related to any rights of privacy or publicity that are required to enable VNU Exhibitions to use the User Content in the manner contemplated by these Terms;
c) User have not entered and will not enter into any agreement in respect of the User Content which would conflict with the rights granted to VNU Exhibitions under these Terms;
d) User is, and will remain during the Term of these Terms, the authorised representative of the sole owner of the whole copyright and other proprietary rights in the User Content User submit;
e) there are no restrictions on licensing and/or use of the User Content for any purposes;
f) User will notify VNU Exhibitions in writing upon delivery of the relevant User Content of any specific licensing conditions relating to any User Content User submits;
h) the User Content does not infringe upon or violate any statutory copyright or upon any common law right, copyright, patent, trademark, trade secret, proprietary right, or any other similar right of any third party (including rights of privacy or rights of publicity ) or any other intellectual or proprietary right of a third party;
i) the User Content does not violate any law, statute, ordinance, or regulation, including by the manner in which it was obtained or created;
j) the User Content does not contain any material which it is unlawful for User to possess in the country in which User is resident, or which it would be unlawful for VNU Exhibitions to use or possess in connection with the provision of the VIV online Services;
k) the User Content is not libellous (including trade libellous), defamatory, or obscene;
l) the User Content is not pornographic or obscene;
m) the User content will not contain any viruses, Trojan Horses, worms, time-bombs, or other similar harmful or deleterious programming routines;
n) the User Content is accurate, genuine and does not depict any event staged for the purpose of creating the User Content;
o) all metadata provided with the User Content is accurate and does not falsely represent copyright ownership;
p) the User Content is not subject to any exclusive contract, agreement or license; and
q) VNU Exhibitions’ exercise of its rights hereunder will not infringe on or violate any copyright, patent, trademark, trade secret, privacy right, publicity right or other intellectual property or proprietary right of any third party.
5. User will indemnify and hold harmless VNU Exhibitions against any losses (including reasonable legal fees) suffered by VNU Exhibitions or any third party arising from or in relation to any breach by User of the warranties in the above clause 7.3.
6. On becoming aware of any potential violation of these Terms, VNU Exhibitions reserves the right to decide whether the User Content complies with the requirements set out in these Terms and may, without prior notice and at its sole discretion, remove such User Content from the VIV online Services and/or terminate the Registered User’s account of User.
7. User understands and acknowledges that in using the VIV online Services, User may be exposed to User Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to User. User agrees to waive, and hereby does waive, any legal or equitable rights or remedies User has or may have against VNU Exhibitions with respect to any such User Content.
8. On an from the Effective Date, Registered User grants to VNU Exhibitions an irrevocable perpetual license to access, use, display, promote, distribute, edit and reproduce (part of) the User Content (without right of approval or claim to compensation or benefit) and to promote, redistribute and license part or all of the User Content to Third Parties (“License”).
9. User acknowledges and agrees that regardless of the status of your Account, you will not have the right to revoke the License or remove User Content from any of the VIV online Services.
10. User agrees that User will not grant any rights to third parties that would conflict with the rights you have already granted VNU Exhibitions under clause 7.7.
Article 8 Account/Security and Privacy
1. In order to access some features of the Website or other elements of the VIV online Services, User may have to create Account. In relation to this Account User hereby agrees to: (a) provide accurate, current and complete Registration Data as prompted by any registrations forms on the Website; (b) maintain and promptly update your Registration Data, and any other information you provide to VNU Exhibitions, in order to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify VNU Exhibitions immediately of any breach of security or unauthorised use of your Account or Registration Data that you become aware of; (e) accept sole responsibility (to VNU Exhibitions, and to others) for all activity that occurs under your Account; and (f) accept all risks of unauthorized access to User’s Registration Data and Account or any other information provided by User to VNU Exhibitions.
2. If User has deleted, VNU Exhibitions will still have the right to use the User Content (see section 7).
3. VNU Exhibitions treats the data of Users and other visitors to Website and the events confidentially; these data are accessible to VNU Exhibitions only and will not be disclosed to third parties without explicit consent. VNU Exhibitions and the User comply with all applicable laws and regulations including but not limited to the Personal Data Protection Act.
4. VNU Exhibitions arranges for state-of-the-art security of personal data registrations.
Article 9 Termination
1. Agreements for an indefinite period may be terminated by either party by means of a written notice after good commercial consultations and stating reasons. If the parties have not agreed an explicit notice period the parties must observe a reasonable notice period of at least three months.
2. VNU Exhibitions has the right to terminate the Agreement in whole or in part with immediate effect by a written notice without any notice of default or judicial intervention being required if the User is granted suspension of payments – whether or not provisionally, if a petition in the User’s bankruptcy is filed or if the User’s business is wound up or discontinued other than for the purpose of reconstruction or merger of companies. VNU Exhibitions is never required to pay any compensation on account of termination.
Article 10 Complaints
1. Users must submit complaints about VIV online Services and/or information and/or products supplied by VNU Exhibitions to VNU Exhibitions in writing stating reasons within seven (7) working days after delivery of the services and/or information and/or products that are the subject of the complaint. If the User has not filed a complaint before expiry of said term about the services and/or information and/or products supplied by VNU Exhibitions, the User is deemed to have agreed to the delivery.
2. Complaints about VIV online Services and/or information and/or products supplied by VNU Exhibitions do not suspend the User’s payment obligations.
3. Complaints about invoice amounts must be submitted to VNU Exhibitions within fourteen days of dispatch of the invoice in question.
4. In the event that the time limits stated in Articles 10.1 and 10.3 are in conflict with the principles of reasonableness and fairness, such limit will be extended by a period that is in line with the principles of reasonableness and fairness.
5. If VNU Exhibitions holds that the User has rightly complained about the services and/or information and/or products supplied, VNU Exhibitions reserves the right to remedy and where necessary replace the services and/or information and/or products supplied. Only if the services cannot be remedied and/or replaced, may VNU Exhibitions decide to credit the amount invoiced to the User.
Article 11 Liability / Indemnity
1. VNU Exhibitions is not liable for any loss or damage caused by its staff or contractors, suppliers or third parties engaged by VNU Exhibitions in the execution of the Agreement, including (the consequences of) excess of the date by which the Agreement must be completed.
2. VNU Exhibitions is not liable for any loss or damage caused by its executive staff, save in the event of wilful intent or recklessness.
3. VNU Exhibitions is never liable for damage, loss or destruction of documents, materials or property (of third parties) during transport or dispatch by post or otherwise, unless covered by VNU Exhibitions’ liability insurance, or for late receipt of same.
4. VNU Exhibitions’ total liability for attributable breach of the Agreement is limited to compensation of direct loss up to the amount of the price stipulated for that Agreement (exclusive of VAT). If the Agreement is a continuous performance agreement primarily with a term exceeding one year, the stipulated price is set at the total of the considerations (exclusive of VAT) stipulated for one year. Total compensation for direct loss will never exceed EUR 5,000,- (five thousand Euros).
5. Direct loss is understood to mean only:
a. Any reasonable costs incurred by the User to have VNU Exhibitions’ performance meet the Agreement. However, such loss is not reimbursed if the User has terminated the Agreement;
b. Any reasonable costs incurred to determine the cause and extent of the loss insofar as such determination relates to direct loss in the sense of these Terms and Conditions;
c. Any reasonable costs incurred to prevent or limit loss insofar as the User demonstrates that those costs have indeed limited the direct loss in the sense of these Terms and Conditions.
6. VNU Exhibitions’ liability is excluded for indirect loss, including consequential loss, loss of profits, loss of savings and loss caused by business interruptions.
Article 12 Force Majeure
1. In these Terms and Conditions force majeure means any circumstance beyond the control of VNU Exhibitions that temporarily or permanently prevents compliance with the Agreement, as well as, insofar as not included, (civil) war, war risks, (work) strikes, exclusion of workers, local or national regulations that making the execution of the Agreement (temporarily) impossible, transport difficulties, fires, and other serious disruptions in the business of VNU Exhibitions or its suppliers. This provision understands force majeure to mean also cancellation by the lessors of a venue of the booking of that venue where an Event is to take place.
2. In the event of non-compliance or inadequate compliance by VNU Exhibitions with its obligations such obligations will be suspended until VNU Exhibitions is capable of executing the Agreement as agreed.
3. If the event constituting force majeure exceeds ninety days the parties have the right to terminate the agreement by written notice. Any performance already delivered under the agreement will then be settled pro rata without the parties owing each other anything.
4. If VNU Exhibitions has already complied with part of its obligations or can meet only part of its obligations when the event constituting force majeure occurs, VNU Exhibitions has the right to separately invoice the services already provided or to be provided and the User is required to pay such invoice as i fit were a separate agreement.
CHAPTER IV FINAL PROVISIONS
Article 13 Governing Law and Disputes
1. These terms and conditions and all agreements to which these terms apply in part or in full, or any subsequent agreements arising from such agreements are governed by Dutch law exclusively.
2. Any disputes arising from these terms and conditions or an agreement to which these terms and conditions apply or further to subsequent agreements arising from such agreements are submitted to the Court of Midden Nederland.
Established in Utrecht, VNU Exhibitions B.V. is listed in the trade register under number 30149544. All offers to and legal relations of VNU Exhibitions B.V. with users of VIV online Services are governed by the Standard Terms and Conditions of VIV online Service of VNU Exhibitions B.V.