General Terms and Conditions for clients
Phaff Export Marketing BV
Phaff Export Marketing BV, located at Veluwezoom 5, 1327 AA Almere, the Netherlands. Registered with the Dutch Chamber of Commerce under number 39051003.
Last updated: August 14, 2025
Introduction
At Phaff Export Marketing BV, we value clear communication and strong partnerships. These Terms and Conditions are designed to provide transparency and fairness, so that both parties know where they stand. They form the basis for a smooth collaboration and apply to all our services, unless explicitly agreed otherwise in writing.
These General Terms and Conditions apply to clients of Phaff Export Marketing BV, meaning companies, organizations, or institutions that commission Phaff Export Marketing BV to carry out services or projects. They do not directly apply to participants of trade missions, seminars, or other events, unless no separate Participant Terms and Conditions are issued for those participants. In such cases, the client remains fully responsible for participant agreements and compliance. Separate Participant Terms and Conditions are normally made available under the relevant registration form on the specific event page.
In these Terms and Conditions, ‘Phaff Export Marketing BV’ may also be referred to as ‘Phaff’ for readability.
Article 1: Applicability
1.1 These General Terms and Conditions apply to all assignments, projects and services provided by Phaff, including but not limited to trade servicing, trade missions, seminars, cooking demonstrations, webinars, market studies and exhibitions. They cover all quotations, proposals, agreements and deliverables, regardless of type or form.
1.2 General Terms and Conditions from the client apply only if explicitly accepted in writing by Phaff and only to the extent that they do not conflict with these Terms. Any deviation from these General Terms and Conditions, whether permitted or applied by Phaff, shall never entitle the other party to rely on it in future dealings or to consider it a permanent right.
1.3 In addition to these Terms, specific conditions may apply to individual events or projects. These will be shared separately and take precedence in case of conflict.
1.4 If Phaff is responsible for participant or buyer registration, separate Participant Terms and Conditions will apply. If the client manages registrations, the client remains solely responsible for informing and registering participants properly, for all agreements with those participants, and for ensuring their safety and compliance with event requirements. Even if Phaff communicates directly with participants on behalf of the client (for example, by sharing updates, travel details or practical event information), the client remains fully responsible for all participant-related matters. Phaff is not liable for any loss, damage, injury or other consequences affecting participants unless these result directly from gross negligence or intent on the part of Phaff.
Article 2: Quotations
2.1 All quotations and offers are non-binding and subject to change, unless explicitly stated otherwise.
2.2 Unless otherwise stated, quotations remain valid for 30 days.
Article 3: Agreements and assignments
3.1 Agreements with Phaff may relate to services, projects, events, materials, facilities, or other types of support. These General Terms and Conditions apply regardless of the form or origin of the agreement.
3.2 Phaff guarantees that the services will be performed with reasonable care and skill, and in accordance with the scope, deliverables, and quality standards as set out in the agreed proposal, quotation, or contract with the client.
3.3 Agreements are only considered binding once confirmed in writing by Phaff or once Phaff has started executing the assignment. This confirmation occurs through the signing of the proposal by both parties. In certain cases, where specifically approved by Phaff, confirmation may also be provided via email (for example, when there is not enough time to sign a contract due to urgent arrangements or organization requirements).
3.4 Phaff reserves the right to decline assignments or proposals at its own discretion, without stating reasons, provided no binding agreement has yet been made.
3.5 Any changes, cancellations, or additions to an agreement must be confirmed in writing by Phaff. The client will be deemed to have accepted such changes if no written objection is submitted within eight (8) days of becoming aware of them.
3.6 Unless stated otherwise, assignments apply for the agreed duration or until completion of the agreed work. The agreement ends automatically upon completion or expiry, without the need for notice.
3.7 Early termination of the agreement by either party is governed by Article 10 of these General Terms and Conditions.
Article 4: Execution of services and engagement of third parties
4.1 Phaff may engage third parties in the performance of any assignment, either partially or entirely, without prior consent from the client.
4.2 For subcontractors directly engaged and contracted by Phaff, Phaff remains responsible for their coordination and the overall quality of their work. Phaff is not liable for damages caused by such subcontractors, unless these are the direct result of gross negligence or intent by Phaff, or unless Phaff fails to take reasonable measures to address known performance issues.
4.3 Phaff is not liable for any delays, cancellations, errors, or damages caused by independent third parties that are not under its direct contractual control, such as airlines, hotels, transport providers, or local agents. This exclusion also applies if such parties are booked or recommended by Phaff, unless the damage results directly from gross negligence or intent by Phaff in their selection.
4.4 These General Terms and Conditions may also apply to third parties, provided they are authorized by Phaff in writing to invoke them.
4.5 The client shall not enter into a direct contractual relationship with any employee or subcontractor engaged by Phaff, or attempt to solicit or hire them, either during or within 14 months after the assignment, unless explicitly agreed otherwise in writing.
4.6 In connection with the execution of the assignment, Phaff may share relevant client or participant information with third parties engaged for the assignment, strictly to the extent necessary for performance. The processing of personal data is subject to Phaff’s Privacy Statement, available at https://phaff.com/privacy-statement
4.7 The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.
Article 5: Prices, costs, and additional work
5.1 All prices quoted by Phaff are exclusive of VAT and any other applicable taxes or levies, unless explicitly stated otherwise. Prices are quoted in euros (EUR) unless another currency (e.g., USD, CAD or GBP) is clearly indicated in the quotation or agreement.
5.2 Prices are based on the information provided by the client at the time of the quotation. If this information later proves to be incomplete or inaccurate, Phaff is entitled to adjust the agreed price accordingly.
5.3 Unless explicitly included in the quotation, travel costs, accommodation expenses, and other out-of-pocket costs related to the assignment are not part of the quoted fee and will be charged separately. Where possible, such expenses will be estimated in advance. All actual costs incurred will be invoiced to the client.
5.4 Additional work, including but not limited to requests for changes, expansions, or repeated actions outside the original scope, will be treated as additional services and invoiced accordingly.
5.5 If the agreed scope is reduced after the start of the assignment, Phaff is entitled to charge for the work already performed and any costs incurred up to that point.
5.6 If prices are quoted in a currency other than EUR (such as USD, CAD, or GBP), Phaff reserves the right to adjust the final invoice amount in case of exchange rate fluctuations, in accordance with Article 7.8 of these General Terms and Conditions.
5.7 Bank charges, including wire transfer fees, currency conversion costs, or intermediary bank fees, are not included in the quoted prices and are the responsibility of the client. International payments must be made via wire transfer as detailed in Article 7.6.
Article 6: Delivery and performance deadlines
6.1 Any delivery dates or performance deadlines indicated by Phaff are indicative and non-binding, unless explicitly agreed otherwise in writing.
6.2 Phaff will make every reasonable effort to meet agreed deadlines, but a delay does not entitle the client to cancel or claim damages unless Phaff has been given written notice of default and a reasonable period to perform.
6.3 If the client causes a delay (for example, by not providing necessary input or approval on time), any delivery dates or deadlines shall automatically be extended accordingly.
6.4 Unless agreed otherwise, delivery takes place at the location stated in the agreement or project plan. If the deliverable is provided digitally, delivery takes place when it is sent to the client.
6.5 Only deadlines explicitly agreed in writing as essential shall be considered binding. All other dates are indicative and non-binding.
Article 7: Invoicing and payment
7.1 Invoices will be issued as set out in the agreement or quotation. This may include an advance invoice upon confirmation of the assignment, interim invoices for longer-term projects, and a final invoice upon completion. If no specific invoicing schedule is agreed, Phaff will invoice upon completion of the assignment. For events or projects involving significant third-party costs, invoicing may occur partly or entirely in advance. In case of cancellation, invoicing will follow the provisions in Article 10.
7.2 Unless otherwise agreed in writing, all invoices are payable within 14 days of the invoice date, without the right of suspension or set-off by the client. Phaff reserves the right to request full or partial advance payment, especially for events or international projects involving significant third-party costs. Work will not begin until the advance payment has been received, unless otherwise agreed.
7.3 If the client fails to pay by the due date, they will automatically be in default without the need for further notice. Phaff will send at least one reminder before charging statutory commercial interest (as per Article 6:119a of the Dutch Civil Code) and any reasonable extrajudicial collection costs, starting at a minimum of €150. These costs include, but are not limited to, administrative fees, communication costs, and any third-party collection fees incurred. The client is required to pay these costs in addition to the outstanding invoice amount and interest.
7.4 Objections to an invoice must be submitted in writing within eight (8) days of the invoice date. Submitting an objection does not suspend the client’s payment obligation.
7.5 Out-of-pocket costs and third-party charges quoted by Phaff are based on estimates made to the best of its knowledge at the time of the quotation. These estimates are not binding and may be subject to change due to pricing or availability from third parties. If it becomes apparent that actual costs will significantly exceed the original estimate, Phaff will inform the client in advance and request written approval before incurring the additional expenses.
7.6 All bank charges, including international wire transfer fees, are to be borne by the client. Payments must be made in full, net of any banking fees, and international payments must be made via wire transfer. The client is responsible for covering any costs incurred through the transfer process, such as intermediary fees or currency exchange charges.
7.7 All payments shall be made in the currency specified in the quotation or agreement. If no currency is specified, payments must be made in euros (EUR). For payments in USD or CAD, the client must transfer the agreed amount to the designated USD or CAD account of Phaff, as provided in the invoice. If the client chooses to pay in a different currency or to a non-matching currency account (e.g., paying USD to the EUR account), any resulting exchange rate losses or conversion costs shall be borne entirely by the client. The client remains responsible for ensuring that the full invoiced amount is received by Phaff, net of any banking or currency conversion fees.
7.8 If the agreed price is stated in a foreign currency (such as USD, CAD, or GBP) and the exchange rate has fluctuated by more than 5% between the quotation date and the invoice date, Phaff reserves the right to adjust the invoiced amount accordingly. Exchange rate differences are calculated based on publicly available mid-market rates (e.g., as published on oanda.com) on the quotation date and the invoice date.
Article 8: Complaints and claims
8.1 The client must report any complaints regarding the services or event execution in writing to Phaff as soon as possible, and no later than eight (8) days after the service has been delivered or the event has taken place. For complaints that arise during an event, the client must make them known immediately on site, so that Phaff has a fair opportunity to respond and resolve the issue. If the client fails to report the complaint in a timely manner, the services are deemed to have been accepted.
8.2 Complaints must contain a clear and detailed description of the issue, supported by relevant documentation or examples where possible, to allow Phaff to respond adequately. The client must not deliberately delay the submission of a complaint if the issue could reasonably have been reported earlier.
8.3 Submitting a complaint does not release the client from their payment obligation, unless Phaff explicitly agrees in writing to suspend payment for the disputed part.
8.4 If a complaint is found to be justified, Phaff will make every reasonable effort to rectify the situation within a reasonable period, either by correcting the service or offering a suitable alternative. Compensation, if any, shall never exceed the invoice value of the part of the assignment to which the complaint relates.
8.5 Complaints do not entitle the client to cancel the entire assignment or claim damages beyond what is described in this article.
8.6 Phaff is not liable for any damages resulting from a complaint, provided that the company has offered a reasonable solution or correction within a reasonable period.
Article 9: Liability and force majeure
Liability
9.1 Phaff’s liability for any damages arising from the execution of the agreement, whether caused by Phaff, its employees, or subcontractors directly engaged by Phaff, is limited to cases where such damages are the direct result of gross negligence or intent on the part of Phaff.
9.2 Liability for indirect damages, including but not limited to consequential damages, loss of profit, missed savings, loss of data, reputational damage, or business interruption, is explicitly excluded.
9.3 In all cases, the total liability of Phaff for any claim shall never exceed the amount invoiced and paid for the specific part of the assignment to which the damage relates.
9.4 Any right to compensation shall lapse if the client fails to report the damage to Phaff in writing within thirty (30) days after the damage has occurred or was reasonably discovered.
9.5 In cases where participants are invited or registered by the client, and not directly through Phaff, the client remains fully responsible for all participant-related matters, including communication, attendance, and conduct. Phaff is not liable for any damages, claims, or losses resulting from participant actions, cancellations or failure to comply with event requirements. The client indemnifies Phaff against all related third-party claims, unless explicitly agreed otherwise in writing.
Force majeure
9.6 Phaff is not liable for any failure to perform its obligations under the agreement if such failure is the result of force majeure. Force majeure includes, but is not limited to, war, terrorism, natural disasters, pandemics, government restrictions, power outages, internet disruptions, transport problems, illness, strikes, or delays caused by third parties.
9.7 In case of force majeure, Phaff has the right to suspend its obligations for the duration of the force majeure situation or, if the situation persists for more than fourteen (14) days, to dissolve the agreement without being liable for any compensation.
9.8 If part of the assignment has already been performed at the time of the force majeure situation, Phaff is entitled to invoice the completed part separately.
9.9 The client is responsible for obtaining all necessary permits and appropriate insurance for the event, including coverage for damages, injuries, or losses. Phaff is not liable for any loss, theft, damage, or injury to property, participants, or third parties, unless directly caused by gross negligence or intent on the part of Phaff. The client is also responsible for the health and safety of their personnel, participants, and third parties, and for compliance with all applicable health and safety regulations, including current or future public health measures imposed by authorities.
Article 10: Cancellation, suspension, and termination
10.1 Either party may terminate the agreement early by giving one (1) month’s written notice. For time-sensitive or international projects, a different notice period may be agreed upon in writing. For cancellations of specific projects or events, the arrangements in Article 10.4 apply. If the client chooses to terminate early, they are required to pay a reasonable portion of the total agreed fee. This includes at least the services already delivered and any costs (including out-of-pocket costs) already incurred by Phaff. Termination does not entitle the client to a refund for services already delivered.
10.2 Phaff may suspend or terminate the agreement immediately, in whole or in part, without being liable for any compensation, if:
• the client fails to meet their contractual obligations (e.g., late payment or lack of required input);
• the client is declared bankrupt or applies for suspension of payments;
• the client’s assets are seized (in full or in part), or;
• other exceptional circumstances arise that make it unreasonable to expect Phaff to continue the agreement (such as serious legal, financial, or reputational issues affecting cooperation).
10.3 In case of suspension or termination under clause 10.2, Phaff retains the right to claim compensation for any damage suffered and for any work already performed.
10.4 If the agreement is terminated for any reason, the client must return all materials, documents, and data provided by Phaff immediately upon request, and delete any digital versions unless otherwise agreed.
10.5 If the client needs to cancel an event or project, the cancellation must be submitted in writing. Unless otherwise agreed in the project-specific agreement, the following applies:
• More than 60 days before the scheduled start date: 25% of the agreed total fee will be charged;
• Between 30 and 60 days before the start date: 50% of the agreed total fee will be charged;
• Less than 30 days before the start date: 100% of the agreed total fee will be charged;
• In all cases, external costs already incurred by Phaff (e.g., venue bookings, travel, materials, etc.) will always be charged in full, regardless of the cancellation date;
• For some projects, different cancellation arrangements may be agreed in advance and specified in the project proposal or agreement.
10.6 If participant management is handled by the client, cancellations or no-shows from participants do not affect the agreement with Phaff. The agreed terms and fees remain unchanged, and the client remains responsible for managing any related consequences.
Article 11: Confidentiality and intellectual property
11.1 Both parties agree to treat all confidential information received from the other party in the context of the assignment as strictly confidential and not to disclose it to third parties, unless required by law or necessary for the performance of the agreement. The processing of personal data is governed by the Phaff Privacy Statement, available at phaff.com/privacy-statement.
11.2 Confidential information includes, but is not limited to, project proposals, strategies, client data, pricing structures, know-how, and any other information explicitly marked or reasonably understood to be confidential.
11.3 Unless explicitly agreed otherwise in writing, Phaff retains all intellectual property rights to any materials, concepts, strategies, reports, or other content developed or shared during the assignment. Further provisions on retention of title and client usage rights are set out in Article 12.
11.4 The client receives a non-exclusive, non-transferable right of use for the agreed purpose only. The client may not reproduce, distribute, modify, or share any materials developed by Phaff with third parties without prior written consent.
11.5 Phaff retains ownership of photos, videos, or other media created during events. These may be used for promotional or marketing purposes (e.g., on websites, social media and presentations). If the client does not wish to appear in such materials or prefers certain images or names not to be published, they must notify Phaff in writing before the event. A tailored agreement can be made where needed.
11.6 The confidentiality and intellectual property provisions in this article remain in effect after the agreement ends.
Article 12: Retention of title (documents and reports)
12.1 Unless agreed otherwise, all materials, reports, visual assets, and deliverables created by Phaff are developed on behalf of the client. Upon full payment, the client acquires the right to use the deliverables for internal use, communication, and (if applicable) public dissemination, as agreed in the assignment.
12.2 Ownership of intellectual property rights may be transferred to the client for materials developed as part of publicly funded campaigns, studies, or promotional activities. Such a transfer must be explicitly agreed in writing. In such cases, Phaff may request appropriate source acknowledgment (e.g., “Developed by Phaff Export Marketing BV”) in publications or presentations.
12.3 Phaff retains ownership of all proprietary methodologies, research tools, templates, and visual identities used in the execution of the project, even if they are included in the final deliverables. These may not be reused or shared outside the agreed scope without written permission.
12.4 If no written agreement exists regarding the transfer of intellectual property rights, all rights remain with Phaff Export Marketing BV. In such cases, the client receives a non-exclusive, non-transferable license to use the deliverables solely for the agreed purpose. Until full payment has been received, all deliverables remain the exclusive property of Phaff and may not be used, published, or distributed.
Article 13: Applicable law and jurisdiction
13.1 All agreements between Phaff and the client are governed exclusively by Dutch law.
13.2 Any disputes arising from or relating to these General Terms and Conditions, or to any agreement between the parties, shall be submitted to the competent court in Midden-Nederland, the Netherlands, unless the parties agree in writing to submit the dispute to another court.
13.3 Before initiating legal proceedings, the parties will make every reasonable effort to resolve the dispute amicably through consultation.
Article 14: Online events and webinars
14.1 Access to online events or webinars is non-transferable and may not be recorded, shared, or resold. The client is responsible for ensuring that only authorized participants attend the event and comply with all technical requirements to access the event. Phaff reserves the right to block access in case of unauthorized sharing or violations of these terms.
14.2 All content, materials, and recordings shared by Phaff during an online event or webinar, whether during the event or provided afterwards, remain the intellectual property of Phaff. These may not be copied, distributed, published, or used for any other purpose without Phaff’s prior written consent.
Article 15: Final provisions
15.1 If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision will be replaced by a new provision that reflects the intent of the original as closely as possible, in accordance with applicable law.
15.2 In case of a conflict between these General Terms and Conditions and the agreement or quotation, the provisions of the agreement or quotation shall prevail.
15.3 Provisions that by their nature are intended to remain in force after termination of the agreement, including those related to confidentiality, intellectual property, liability, and applicable law, shall continue to apply after the end of the agreement.
15.4 These General Terms and Conditions are in line with Dutch Civil Code, Book 6, Section 3.
15.5 Phaff is committed to maintaining a professional, inclusive, and respectful working relationship with all clients, partners, participants, and stakeholders. Discrimination, harassment, or exclusion based on race, gender, age, religion, nationality, sexual orientation, disability, or any other protected characteristic will not be tolerated in any project or activity carried out with or on behalf of Phaff. Phaff reserves the right to take appropriate measures, including removal from an event or suspension or termination of the agreement, in case of serious violations of this principle.