TERMS AND CONDITIONS

ANNEX I GENERAL TERMS AND CONDITIONS of NXTE Management NL Article 1 – Applicability

1.1 These general terms and conditions are applicable to any and all proposals of NXTE Management NL and any and all agreements where a client contracts to perform of NXTE Management NL (have performed) activities with regard to an event in the broadest sense of the word, unless expressly stipulated otherwise by and between the parties in writing.

Article 2 – Conclusion of agreements

2.1 Any and all proposals of NXTE Management NL are subject to contract, unless expressly stipulated otherwise in writing.

2.2 The Client is held to forthwith make (I) any and all data, information and documents requested by NXTE Management NL and (II) any and all other data, information and documents that may be relevant to the preparation and performance of the contract available to NXTE Management NL in a complete and correct fashion on the basis of which NXTE Management NL shall issue a proposal to the Client and – in case of a contracting agreement – implement the same.

2.3 If the said data, information and documents do not appear to have been made available in a complete or correct fashion by the Client then the Client shall, without further notice of default, be in default and NXTE Management NL shall be entitled to – at its sole discretion, rescind the agreement with immediate effect and/or terminate its activities immediately, or suspend its activities, always without prejudice to the obligation of the Client to pay the stipulated fee to NXTE Management NL in full.

2.4 A contracting agreement is only concluded after a proposal of NXTE Management NL has been confirmed unconditionally in writing by the Client and after NXTE Management NL has reconfirmed this in writing.

Article 3 – Fee and payment

3.1 Any and all fees are exclusive of turnover tax and other duties that were or are officially imposed.

3.2 The Client must pay the stipulated fee prior to the preparation and performance of the activities stipulated by and between the parties, unless the parties expressly stipulated otherwise in writing.

3.3 If the Client does not pay the payable amount within the relevant applicable time limit then the Client shall be in default by operation of law and shall be liable to pay an interest rate of 1.5% per month, or a part of a month, on the payable amount to NXTE Management NL. 3.4 If the Client fails to pay the payable amount then NXTE Management NL shall outsource its claim for collection and any and all thereto-pertaining costs, of which the level is determined on the basis of the collection rate of the Dutch Bar Association and where a minimum of €500.00 (exclusive of VAT) shall apply, shall be charged to the Client by of NXTE Management NL

Article 4 – Confidentiality

4.1 Each party is held to observe absolute confidentiality with regard to any and all data, information and documents of a confidential nature, which they receive from the other party.

Article 5 – Notice of default and liability

5.1 NXTE Management NL shall only be in default in respect of compliance with an obligation vis-à-vis the Client if it did not comply with a written notice of default given by the Client, in consideration of a reasonable time limit.

5.2 NXTE Management NL shall not be liable for any damages as a result of a failure of NXTE Management NL to comply with its obligations vis-à-vis the Client or any damages that are, directly or indirectly, the result of the performance by or on behalf of its NXTE Management NL activities, unless the said damages can be blamed on intent or gross negligence on the part of NXTE Management NL.

5.3 If and to the extent that NXTE Management NL is, notwithstanding the above, liable vis-à-vis the Client, on any ground whatsoever, then the said liability shall always be limited to the invoice value of the performance, which gave cause to the damages, and, to the extent that the invoice value of the performance should be higher, the said liability shall always be limited to the amount that would be paid out pursuant to the civil liability insurance of NXTE Management NL. On written demand of the Client, of NXTE Management NL shall make a copy of the insurance policy and terms and conditions available to the Client.

Article 6 – Obligations of the Client

6.1 The Client is held vis-à-vis of NXTE Management NL to comply with any and all obligations and official instructions that are related to an activity of the Client in full.

6.2 The Client guarantees vis-à-vis of NXTE Management NL to dispose of any and all permits that are required with regard to the event in connection with NXTE Management NL performs its activities and the Client shall, if so requested, immediately provide NXTE Management NL insight into the said permits and any and all (potential additional) permit terms and conditions in connection therewith and/or to make a copy of the same available to NXTE Management NL.

6.3 The Client shall always forthwith provide NXTE Management NL complete insight into each and every arrangement stipulated with the official authorities and/or any other authorities in connection with the event.

6.4 The Client shall always forthwith inform the participants, visitors and employees of the event of the activities and authorities of NXTE Management NL.

6.5 The Client shall with regard to the event in connection with which NXTE Management NL performs its activities not contract (have contracted) a third party to perform (have performed) activities that are identical or similar to those NXTE Management NL or tolerate (have tolerated) the said activities, barring prior written consent of NXTE Management NL.

6.6 The Client shall fully enable of NXTE Management NL to properly perform its activities.

6.7 If the Client does not comply with an obligation as outlined above or not properly then NXTE Management NL shall notify Client in writing of the default. If Client does not remedy the default promptly upon receipt of notice, NXTE Management NL shall be entitled to rescind the agreement with immediate effect and terminate its activities immediately, or suspend its activities, without prejudice to the obligation of the client to pay the stipulated fee to NXTE Management NL in full.

Article 7 – Outsourcing, changes and contract extras (additional costs)

7.1 NXTE Management NL is entitled to outsource the performance of its activities, either in whole or in part, to a third party, with the understanding that this cannot lead to a result where the Client receives a performance that is essentially different from the stipulated performance.

7.2 If so required by a proper performance of the activities of NXTE Management NL in connection with the event, such at the discretion of NXTE Management NL, then of NXTE Management NL shall be entitled to change and/or supplement the stipulated activities at its sole discretion after prior consultation with the Client. If a fixed price was stipulated for the activities of NXTE Management NL then each and every transgression of the same shall require the prior written consent of the Client. As the occasion arises, the Client is held to compensate of NXTE Management NL for the said contract extras as also for the additional costs.

Article 8 – Reservation of title and intellectual property

8.1 NXTE Management NL reserves the title of the goods potentially delivered or to be delivered by the same, until the Client shall have paid the amounts that are payable to NXTE Management NL on any account whatsoever. The title of goods potentially made available to the Client, whether or not in the context of user rights granted to the same, always remains vested in NXTE Management NL.

8.2 The copyrights and other intellectual property rights in respect of offers, reports, proposals, concepts and any and all goods and/or documents realised for the Client, which also includes the data and/or software made available to the Client,

always remain vested in NXTE Management NL or its licensors. The Client is not entitled, barring the express written consent of NXTE Management NL, to use, reproduce or disclose the said records and/or documents other than in the context of the agreement.

8.3 In case of a violation of the provisions set forth above in article 8.1 and/or article 8.2, the Client shall, without any notice of default being required, forfeit an amount of € 10,000.00 to NXTE Management NL, without any other right vested in NXTE Management NL.

Article 9 – Complaints

9.1 The Client is held to immediately after observation communicate each and every complaint about the implementation of the agreement by NXTE Management NL to NXTE Management NL orally and subsequently confirm this to NXTE Management NL in writing within seven (7) days. If the Client fails to do so then of NXTE Management NL is deemed to have complied with its obligations.

Article 10 – Force majeure

10.1 In case of force majeure of NXTE Management NL shall be released from its obligation to comply with the agreement, as long as the said impediment remains in place. Force majeure is understood as each and every circumstance beyond the control of NXTE Management NL as a result of which the compliance with obligations of NXTE Management NL vis-à-vis the Client is, either in whole or in part, hindered or as a result of which compliance with obligations can reasonably not be requested of NXTE Management NL 10.2 The circumstances that are, in any case, not at the risk and expense of NXTE Management NL are:

Actions or omissions, barring intent or gross negligence, of persons that NXTE Management NL relies on during the implementation of the agreement;
Unsuitability of goods used by NXTE Management NL during the implementation of the agreement;
Industrial action, lock-out, sickness, import, export and/or transit prohibition, transport difficulties, machine breakdown, traffic disruptions, power failures, delivery issues, changed regulations, official measures, non-compliance with the obligations by suppliers (also including power companies and suppliers of computer and telephony equipment);
Disruptions in the production, extreme weather conditions, frost, natural disasters, epidemic, pandemic, and war and/or threat of war.

Article 11 – Rescission

11.1 NXTE Management NL is entitled to rescind the agreement with the Client, either in whole or in part, without further notice or default or judicial intervention or – at its sole discretion – suspend the further implementation of the agreement

if:

The Client fails to comply with an obligation that derives from the agreement;
The Client is declared to be insolvent;
The Client applies for suspension of payment;
The Client is placed under administration;
The legal person of the Client is dissolved or the business of the Client is liquidated.

Article 12 – Applicable law and competent court

12.1 Dutch law is applicable to the agreement between the parties.

12.2 Any and all disputes between the parties shall, with the exclusion of any other court, be settled by the competent court in Amsterdam.

Article 13 – Cancellation or postponement

13.1 The other party must immediately communicate the cancellation of the agreement to NXTE Management NL by means of a registered letter.

13.2 The client is in all cases, regardless of timing or reason of cancellation, applicable to pay 100% of the agency costs. This includes potentially not yet invoiced parts of the agency costs.

13.2 In the event of cancellation, regardless of the time or reason for cancellation, the cancellation conditions of the suppliers to whom NXTE Management NL has entered into obligations on behalf of the client up to that point shall apply. This also applies to obligations that have not yet been invoiced to NXTE Management NL shall in all cases of cancellation make every effort to reduce costs for the Client. Costs not incurred will be refunded to the Client.

13.5 If the Client wishes to postpone all or part of the agreement to another date within the same year NXTE Management NL is entitled to an additional 50% over the agency fee. Postponement to a subsequent year is considered cancellation.

Article 14 – Performances

14.1 If and to the extent that NXTE Management NL is, pursuant to the agreement, responsible for the performances of artists and unless the parties stipulated otherwise then the Client guarantees, and without additional costs being associated with this for Dutch Standard Events:

The availability of lockable (with a so-called unique key) dressing room accommodations for the benefit of the performing artists;
The availability of sufficient consumptions (food and beverages) for the benefit of the performing artists and employees of or on behalf of NXTE Management NL;
The availability of sufficient staff of a private security organisation, where required;
Without the prior written consent of NXTE Management NL it is not allowed to make audio and/or video recordings of a performance;
Without the prior written consent of NXTE Management NL it is not allowed to distribute and/or sell products that are related to the performing artists on the occasion of the event at the location where the performance takes place and in the immediate vicinity of the same;
All the publicity material with regard to the event, to the extent that a performing artist is mentioned and/or depicted in the same, is submitted to NXTE Management NL for prior approval;
The Client shall follow the instructions of NXTE Management NL in connection with the performances and the above.

Article 15 – Use of musical works and recordings

15.1 If on the occasion of the event, whether or not in the context of the performance by NXTE Management NL of its activities pursuant to the agreement, musical works, audio-visual works or other works protected under copyrights are reproduced and/or disclosed or musical recordings are reproduced and/or disclosed then it shall be part of the responsibility of the Client, according to the conditions outlined in this agreement, to obtain the relevant consent of the beneficiaries and/or to contract with collective rights organisations like Buma/Stemra and Sena and/or to pay the contribution required by the same.

Article 16 – Catering

16.1 If NXTE Management NL is, in the context of the implementation of the agreement, responsible for catering (i.e. the supply of food and/or beverages) then the number of persons communicated to NXTE Management NL by the Client to which this is related shall be binding. If it becomes apparent NXTE Management NL or the catering company hired by NXTE Management NL needs to deliver for more persons than communicated by the Client then NXTE Management NL shall be entitled to reject the delivery to more persons than stipulated or to accept the delivery to the said persons as contract extras. The number of persons present counted by NXTE Management NL or the catering company hired by NXTE Management NL, minus the number of persons previously communicated, shall be binding as basis for the calculation of the contract extras.

Article 17 – Transport

17.1 If NXTE Management NL is, in the context of the implementation of the agreement, responsible for the transport of persons and/or the transport of goods and NXTE Management NL hires a third-party organisation for this, e.g. an airline organisation and/or carriage or transport company then the general terms and conditions applied by the said third parties shall also apply to the agreement. The Client hereby accepts the applicability of the said general terms and conditions of which NXTE Management NL shall, on demand of the same, make a copy available to the Client.

Article 18 – Start and end time of the event

18.1 The start and end time of the event previously communicated to NXTE Management NL by the Client shall be binding. If the Client requests NXTE Management NL during the preparation or the performance of the event to change the said end time to a later time then NXTE Management NL shall be entitled to honour the said request at its sole discretion or to accept the request as contract extras.

18.2 NXTE Management NL is also entitled to discontinue the event, in consultation with the Client, should circumstances occur as a result of which goods and/or persons (shall) end up in a threatening situation.

Article 19 – Insurance

19.1 NXTE Management NL has a continuous event insurance under which the event of the Client is insured. Client is applicable to pay all ‘own risk’ or deductible excess amounts in case of damages. An overview of these amounts is available on request.

Article 20 – Recruitment of staff and suppliers

The Client is prohibited from approaching employees of NXTE Management NL to offer them employment. It also does not otherwise allow them to work directly or indirectly for itself. Client is also prohibited from directly approaching persons and companies engaged by NXTE Management NL for the execution of this agreement. The Client shall also not otherwise allow them to work directly or indirectly for itself. These prohibitions apply during the term of the agreement until one year after its termination. There is one exception to these prohibitions: the parties may make other agreements in good business consultation. These agreements apply insofar as they are recorded in writing.

Article 21 – Changing the number of guests

Changes in the number of guests must be communicated in writing to NXTE Management NL by the Client no later than 10 working days before the start of the event. Scaling down of the number of guests is possible with a maximum of 10% of the number of guests agreed in the Order Confirmation. Scaling up the number of guests has the direct consequence that the relevant and related costs increase proportionally, without the necessary agreement of the Client.

Article 22 – Use of visual material

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