Terms and conditions – location hire

Article 1. Definitions

• Article: an Article to these Conditions.
• Booking: the Customer’s booking for the Location.
• Booking Confirmation: BUMP’s written acceptance of a Booking.
• BUMP: BUMP BV, a private limited company (“besloten vennootschap”) incorporated under the laws of Belgium, with offices at Aalmoezenierstraat 11-13, 2000 Antwerpen (Belgium) and registered with the Crossroads Bank for Enterprises under number VAT BE0898.228.215 (RLE Antwerp, section Antwerp).
• Business Day: a day other than a Saturday, Sunday or public holiday in Belgium, when banks in Brussels are open for business.
• Charges: the charges payable by the Customer for the hire of the Location and the supply of any additional services, as set out in the Booking Confirmation.
• Commencement Date: has the meaning given in Article 3.
• Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Article 6.
• Contract: the contract between BUMP and the Customer for the hire of the Location in accordance with these Conditions.
• Customer: the natural or legal person acting for professional purposes who hires the Location from BUMP.
• Data Protection Legislation: has the meaning set out in Article 1.
• Event: the event for which the Customer is hiring the Location as set out in the Booking Confirmation.
• Force Majeure Event: any circumstance not in a party’s reasonable control, including, but not limited to, (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts; (viii) non-performance by suppliers or subcontractors; and (ix) interruption or failure of utility service.
• Hire Period: the period agreed for the hire of the Location as set out in the Booking Confirmation, to include any period to set up and clear the Location.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Location: the space on the ground floor and the attached mezzanine, as well as two (2) parking lots, in the building located at Place du Luxembourg 47, 1050 Brussels.
• Services: the services and equipment to be provided by BUMP in relation to the Event as set out in the Booking Confirmation.

Article 2. Basis of contract

2.1  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (even if these terms state otherwise), or which are implied by law, trade custom, practice or course of dealing. In case of a conflict, discrepancy, inconsistency, contradiction or ambiguity between any provision of these Conditions and a written Contract, the provisions of the written Contract shall prevail.
2.2  The Booking constitutes an offer by the Customer to hire the Location in accordance with these Conditions.
2.3  The Booking shall only be deemed to be accepted when BUMP issues a Booking Confirmation. The Contract shall come into effect on the date that the deposit as set out in the Booking Confirmation has been paid to BUMP in cleared funds by the Customer (the “Commencement Date”).
2.4  The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.
2.5  A quotation for the hire of the Location given by BUMP shall not constitute an offer. Unless otherwise provided in the quotation, a quotation is only valid for a period of fourteen (14) calendar days from its date of issue. A quotation shall not provisionally hold the Location for the Customer.

Article 3. Services

3.1 BUMP shall supply the Services to the Customer during the Hire Period using reasonable care and skill and in accordance with BUMP’s general terms and conditions of services.
3.2 The Supplier has the sole right to provide services in relation to the Event. The Customer may not use any third party service providers or caterers without the prior written consent of BUMP.

Article 4. Licence and use of the Location

4.1 BUMP grants the Customer a right for the Hire Period to enter and use the Location for the Event in accordance with these Conditions.
4.2 The Customer shall have the right to enter and use the Location as a licensee only and no relationship of a landlord and tenant is created between BUMP and the Customer. BUMP shall retain control, possession and management of the Location and the Customer shall have no right to exclude BUMP from the Location. BUMP reserves the right to enter the Location at all times during the Hire Period, including to provide any additional services.
4.3 The Customer agrees and undertakes (a) not to use the Location other than for the Event; (b) not to do or permit to be done anything on the Location which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to BUMP or to any other customers of BUMP, or any owner or occupier of neighbouring property; (c) to comply (and ensure that its staff and agents comply) with these Conditions and any instructions or notices from BUMP, and use reasonable efforts to ensure that any guests or other persons present during the Event so comply; (d) to ensure that the guests and other persons present during the Event behave in a responsible and safe manner at the Event; (e) not to cause or permit to be caused any damage to the Location, including any furnishings, equipment or fixtures at the Location; (f) not to smoke or permit smoking (including e-cigarettes) anywhere in the Location; (g) not to fix any bolts, nails, tacks, screws, adhesives, tape or other such fixing devices to the walls or fabric of the Location; (h) not to display any advertisement, signboards, flag, banner, placard, poster, signs or notices at the Location, other than as agreed upon in the Booking Confirmation; (i) not to alter, move or interfere with any lighting, heating, power, cabling or other electrical fittings or appliances at the Location, or install or use additional heating, power, cabling or other electronic fittings or appliances without the prior written consent of BUMP; (j) to use any equipment provided by BUMP, as specified in the Booking Confirmation, for its proper purpose and in accordance with any instructions provided by BUMP regarding its use; (k) to ensure that the maximum number of guests and other persons present during the Event does not exceed eighty (80) seated or one hundred (100) standing guests and other persons; and (l) to leave the Location in a clean and tidy condition and remove the Customer’s decorations, displays and any other Customer equipment from the Location at the end of the Contract.
4.4 The Customer shall (a) comply with all applicable laws, statutes and regulations from time to time in force; (b) obtain and maintain all necessary licences, permissions and consents which may be required for the Event before the date of the Event; and (c) observe all health and safety rules and regulations and all reasonable security requirements that apply from time to time at the Location or that have been communicated by BUMP to the Customer.
4.5 The Customer shall indemnify BUMP against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred by BUMP as a result of any claim by any person, or any action (including any investigation) by a governmental authority, arising out of or in connection with the Customer’s failure to comply this Article 4 and (in general) these Conditions.

Article 5. Guest numbers and dietary information

5.1 The Booking Confirmation indicates the guaranteed minimum number of guests attending the Event.
5.2 The Customer shall confirm the final catering numbers at least seven (7) Business Days before the Event. Charges for the Services will be calculated on the final catering number or the number actually attending the Event, whichever is the greater. Where the final catering numbers are less than the guaranteed minimum number of guests specified in the Booking Confirmation, the Customer shall pay the Charges based on the guaranteed minimum number.
5.3 Special dietary requirements should be notified to BUMP no later than seven (7) Business Days before the Event. The provision of special dietary requirements is included within the Charges.

Article 6. Charges and payment

6.1 The Charges shall be the charges set out in the Booking Confirmation.
6.2 BUMP shall invoice the Customer for the deposit, which shall be payable by the Customer immediately and at the latest seven (7) calendar days of the Booking Confirmation.
6.3 BUMP shall invoice the Charges (less the deposit, if any) to the Customer after the Commencement Date, which invoices shall be payable by the Customer no less than seven (7) Business Days before the Event.
6.4 BUMP may issue an additional invoice after the Event for any further Charges due which were not included in the invoice issued pursuant to Article 6.3. Such Charges may include those payable for any additional Services or guests attending the Event in excess of the number estimated by the Customer pursuant to article 5.2. Charges invoiced pursuant to this Article 6.4 shall be payable by the Customer within seven (7) calendar days of the invoice date.
6.5 All amounts payable by the Customer under the Contract are exclusive of the amounts in respect of value added tax chargeable from time to time (“VAT”), which the Customer shall additionally be liable to pay to BUMP at the prevailing rate, subject to the receipt of a valid VAT invoice.
6.6 If the Customer fails to make a payment due to BUMP under the Contract by the due date, then, without limiting the BUMP’s remedies under Article 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Article 6.6 will accrue each day at the legal interest rate of the Belgian Act of 2 August 2002 on late payment interests in commercial transactions (as amended from time to time). In addition, the Customer shall pay liquidated damages to BUMP equal to ten (10) % of the overdue sum, with a minimum of EUR five hundred (500). These damages are intended to cover, among others, BUMP’s costs to recover the overdue sum.
6.7 If the Customer disputes any invoice due, the Customer shall immediately, and in any case no later than eight (8) calendar days of the invoice date, notify BUMP in writing. The Customer shall provide any evidence as may be reasonably necessary to verify the disputed invoice. Beyond the deadline as set out in this Article 6.7, the invoice shall be deemed to have been accepted by the Customer. Where only part of an invoice is disputed, the undisputed amount shall be paid by the Customer on the due date of the invoice.
6.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Article 7. Insurance

7.1 BUMP has obtained fire insurance in respect of the Location and its furnishings, equipment or fixtures at the Location (excluding any Customer’s furnishings, equipment or fixtures).
7.2 The Customer shall maintain in force adequate insurance with a reputable insurance company to cover its potential liabilities under or in connection with the Contract, including (but not limited to) any liability in relation to the Event, any Customer’s furnishings, equipment or fixtures at the Location and its activities carried out at the Location (civil liability insurance). The Customer shall provide BUMP, at its request, full details of the insurance policies taken out and evidence of payment of the current premiums.

Article 8. Liability

8.1 References to liability in this Article 8 include every kind of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in the Contract excludes or limits any liability which cannot legally be excluded or limited, including liability for (a) death or personal injury caused by fault; (b) fraud or fraudulent misrepresentation; or (c) deliberate default.
8.3 To the maximum extent permitted under applicable law, BUMP shall not be liable for (a) the death of, or injury to, the Customer, the Customer’s employees, contractors, guests or other persons present during the Event; or (b) damage or theft of any property of the Customer, the Customer’s employees, contractors, guests or other persons present during the Event.
8.4 To the maximum extent permitted under applicable law, BUMP’s total liability to the Customer arising under or in connection with the Contract shall not exceed the Charges paid by the Customer to BUMP.
8.5 To the maximum extent permitted under applicable law, the following types of loss are wholly excluded (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.
8.6 To the maximum extent permitted under applicable law, the Customer agrees, and accepts, not to hold the directors, employees and independent service providers of BUMP personally liable for or in connection with the Contract. Any (liability) claim for or in connection with the Contract (including any extracontractual liability claim) shall be brought by the Customer exclusively against BUMP.
8.7 Unless the Customer notifies BUMP that it intends to make a claim in respect of an event within three (3) months after the Customer became, or ought reasonably to have become, aware of the event having occurred, BUMP shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.8 This Article 8 shall survive termination of the Contract.

Article 9. Termination

9.1 Without affecting any other right or remedy available to it, BUMP may terminate the Contract with immediate effect, without court intervention and without notice or payment of any compensation, by giving written notice to the Customer if (a) the Customer fails to pay any amount due under the Contract on the due date; (b) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) calendar days of being notified in writing to do so; (c) the Customer takes any step or action in connection with its entering administration (insolvency), provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (e) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 The Customer may terminate the Contract by giving written notice to BUMP.
9.3 If the Contract is terminated under Article 9.2, BUMP will use reasonable endeavours to re-book the Location but reserves the right to charge a cancellation fee. Any sums already received by BUMP (including any deposit) under this Contract will be non-refundable and if the termination occurs less than twelve (12) weeks before the start of the Event, the cancellation fee will be fifty (50) % of the Charges. Any sums already received by BUMP (including any deposit) under this Contract will be deducted from the cancellation fee.
9.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Article 10. GDPR

10.1 Each Party shall comply with all requirements of all applicable data protection and privacy legislation and regulation in force from time to time, including the General Data Protection Regulation (Regulation (EU) 2016/679) and any applicable national implementing and supplementing law (the “Data Protection Legislation”).
10.2 If and to the extent that BUMP processes personal data for and on behalf of the Customer, the parties shall promptly enter into a data processing agreement.

Article 11. General

11.1 Force Majeure. BUMP shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations under the Contract if such failure or delay results from a Force Majeure Event. The time for performance of such obligations shall in that case be extended accordingly. If the period of failure or delay continues for ninety (90) calendar days, either party may terminate the Contract by giving thirty (30) calendar days’ written notice to the other party.
11.2 Non solicitation. The Customer shall not, directly or indirectly, on its own behalf or on behalf of, or in conjunction with, any other firm, company or person, during the term of the Contract, and for a period of two (2) years thereafter, solicit or entice away (or attempt to solicit or entice away), any company or person who is or was employed or engaged by BUMP during the term of the Contract as principal, agent, employee, independent contractor or any other form of employment or engagement. If the Customer breaches this non-solicitation obligation, the Customer shall pay liquidated damages to BUMP equal to EUR sixty thousand (60.000) for each breach and, in addition, EUR thousand (1.000) for each calendar day that the breach continues, without the need for BUMP to serve a prior written notice or to obtain a court order. The foregoing is without prejudice to BUMP’s right (notwithstanding article 5.88 (new) Civil Code) to recover the damages in excess of those amounts.
11.3 Assignment and other dealings. BUMP may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of BUMP.
11.4 Confidentiality. Each party undertakes that it shall not at any time during the Contract and for a period of two (2) years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by this Article 11.4. Each party may disclose the other party’s confidential information (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under the Contract (provided that that party ensures that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Article 11.4); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall not use the other party’s confidential information for any purpose other than to exercise its rights and carry out its obligations under or in connection with the Contract.
11.5 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.6 Variation. BUMP may vary these Conditions at any time upon written notice to the Customer. Unless the Customer disputes such variation in writing within (14) calendar days of BUMP written notice, such variation shall be binding on the Customer.
11.7 Waiver. Except as set out in Article 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this Article 11.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.9 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by (a) hand or registered mail at the other party’s offices; or (b) email to the other party’s email address as set out in the Booking Confirmation. A party may change its (email) address for notices in accordance with this Article 11.9. Any notice shall be deemed to have been received (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by email, post or registered mail, at 9.00 am on the third (3rd) Business Day after posting, unless proof of earlier receipt can be provided. Notwithstanding the above, any notice of default or termination under the Contract must be in writing and delivered by registered mail at the other party’s offices (with a copy by e-mail).
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation, shall be governed by and construed in accordance with the laws of Belgium.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of Antwerp, section Antwerp shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation.