Terms of Sale

Whereas « company” hereafter named “The Client” has decided to hold their an event, and considering that Events Concept SA, hereafter names “The agency” which is a company specialized in the conception, production, implementation, organisation and co-ordination of events in Switzerland and abroad and that Events Concept SA has the required professional skills and capacity, it is agreed that the client wishes to  mandate according to the following terms of sale :

Article 1 – OBJECTIVES

1.1 The client mandates the agency, which accepts the mandate, for the co-ordination and implementation of this high standard event hereafter « the event » based on the description of THE AGENCY tasks, as follows:

– Sourcing of appropriate venues, hotels, third party suppliers where applicable

– Price negotiation, contract negotiation with identified suppliers

– Overall logistics and project management

– On-site presence by Project Manager and/or Project Management team

– Permanent contact with the client Project Manager

– Intermediate reports and post-events statistics

– Budget calculation, invoicing to client and payment of third-party suppliers

1.2 The agency commits itself to fulfil the mandate faithfully and to attain the highest quality and will take into account constraints imposed by the site.

1.3 The agency has the undisputed authority and control over the choice of its staff and subcontractors and will be solely responsible for the supervision and co-ordination of both its staff and its subcontractors. The agency takes full responsibility to the client for the execution of the services rendered by its staff and subcontractors. All contracts made within the framework of this agreement will be concluded in the name and for the account of the agency.

1.4 The client is committed to finance the totality of the Event within the fixed budget constraints as described in the budget estimate and the precise description of the event, as determined between the two parties. This applies to potential add-ons and their respective cost, agreed upon and signed by both parties.

1.5 The client is committed to deliver to the agency all relevant and necessary information mandatory for the organization of the event and the agency will request any missing information for such organization.

1.6 The client is committed to supply the agency with the lists necessary for handling of logistics of the event, details of information required in these lists and format, will be agreed upon bilaterally in due time, lists (Excel sheets to be filled in according to the agency ‘s template). This paragraph does not apply, if the agency is mandated to concept, implement and orchestrate an on-line registration system for this isolated event.

1.6 The agency will not hire any person or company which does not fully comply with local laws and regulations, among others, in terms of labor law.

Article 2 – BUDGET, REMUNERATION AND TERMS OF PAYMENT

2.1 The total estimated budget for the project is attached to this agreement. It comprises both details for 3rds party costs as well as the agency’s remuneration for the services and consultancy provided for this project. Any additional service costs incurred at the request of the client shall be added into subsequent revised budget versions and billed in accordance with the payment schedule of this agreement.

2.2 Rates quoted in the budget exclude VAT and/or local tax charge [if due]. Should these change during the period while this agreement is in effect, the agency reserves the right to adjust the budget accordingly.

2.3 The agency’s fees are based on daily time keeping for the Account Director, Project Manager + Assistant involved in the project. All other agency or freelance staff will be quoted for separately in the budget as agency fees are based on projected time involvement for successful fulfilment of the mandate according to the pre-agreed scope of work.

2.4 The fees are to be considered as set, and are based on the agreed scope of service. If additional services are requested, this will result in an increase in fees. If the scope of services is reduced, cancellation conditions / partial cancellation conditions apply. The fees will be invoiced as per the payment schedule.

2.5 It is understood that if the estimated budget increases, the agency commits to communicate immediately these amendments to the estimated budget to the client in writing as soon as variations occur in comparison to the agreed budget applicable. A budget increase will only be accepted by the client if it is due to change of scope, content, attendance, nature of the program, change of program elements or any other decision made by the client.

2.6 Payments to be made to the agency will be paid according to the agreed payment schedule. Within one month after the event, the agency will send a final invoice to the client reconciling all costs incurred and indicating the final amount to be paid by the client.

2.7 Standard payment terms – payment schedule is as follows:

2.7.1 On 3rd party costs and unless otherwise stated:

– 25% upon signature of consultancy agreement

– An additional 55% within 30 days before the event

– Remaining 20% within 30 days after the event

– Deposit payments are to be paid by client as per the payment schedule above, failure to do so may result in loss of pre-booked space, options on hotel rooms or other services.

2.7.2 On the agency fees: and unless otherwise stated

– 10% upon signature of consultancy agreement of confirmation of the mandate/event

– An additional 60% within 30 days before the event

– Remaining 30% within 30 days after the event

2.8 The agency invoices are to be paid with the correct amount within 30 days upon receipt, or within the deadline agreed and mentioned on the corresponding invoice. Final payment must be received by the agency within 30 days of receipt of final invoice. Any bank charges are the responsibility of the client. In case of default or payment beyond 30 days, the agency reserves the right to charge 5% interest per year pro rata to outstanding accounts.

2.9 If, due to added services or program changes, there is an increase in the estimated budget total prior to the operation of the program, 

Client agrees to make an additional payment to ensure that the total payment(s) is/are equal to the relevant percentage of payment agreed by both parties in the payment schedule, prior to the commencement of the program.

2.10 Payments are considered received on time, if the agency’s account is credited with the amount on the fixed dates. If the invoices are still not settled after the agency has fixed an extension period of 7 days with a notice to cancel the agreement, the agency has the right to claim interest on the outstanding payment, or alternatively claim indemnity for failure to perform services or to withdraw from the agreement. In the event the additional payment is not received by the date listed, even with a signed agreement, the agency reserves the right to cancel any and all services and terminate this agreement

Article 3 – CONFIDENTIALITY

The agency guarantees to the client total confidentiality in all its undertakings for the company. This provision shall survive the termination of the agreement.

Article 4 – CANCELLATION TERMS:

4.1 Agency fees. If cancellation occur and unless otherwise specified:

– Up to 60 days prior to event start date -> 10% of fees are non-refundable

– 60 to 30 days prior to event start date: -> 50% of fees are non-refundable

– 29 to 15 days prior to event start date -> 80% of fees are non-refundable

– from 15 days prior to event start date: ->100% of fees are non-refundable

4.2 3rd party suppliers: The below cancellation terms reflect the specific vendor contracts signed for this event and may be adjusted accordingly up justification

– From confirmation to 91 prior to event start date    -> 10% of total estimated 3rd party costs charged

– Cancellation within 90 – 61 days ->20% of total estimated 3rd party costs charged

– Cancellation within 60 – 31 days -> 30% of total estimated 3rd party costs charged

– Cancellation within 30 – 15 days -> 50% of total estimated 3rd party costs charged

– Cancellation within 14 – 07 days -> 80% of total estimated 3rd party costs charged

– Cancellation less than 07 days -> 100% of total estimated 3rd party costs charged

4.3 Partial cancellation terms (attrition):

4.3.1 Should the Event be cancelled for reasons beyond the agency’s control, the client will defray all costs actually incurred by the agency, based on the agreed budget. Any cancellation fees which could be charged to the agency and the agency’s fees foreseen in the budget will also be paid by the client. The agency will do its utmost to limit such cancellation fees, among others by negotiating cancellation clauses with its subcontractors.

Any cancellation fees which could be charged to the agency and the agency’s fees foreseen in the budget will also be paid by  the client within 30 days upon receipt of the corresponding invoice.

4.3.2 Event postponement

In case the event date is postponed for reasons beyond the agency’s control, the agency will assess the additional work and potential change of scope and submit an updated the agency fee budget to the client for approval within 7 business days. Any work executed by the agency before the postponement which can be utilized towards the execution of the event’s new dates, will not be charged again to the client. Any additional work by the agency is required to execute and directly caused by the postponement will be integrated into an updated overall budget together with updated third-party cost resulting from the event postponement.

The agency’s scope or the present agreement is not further affected by change of date or postponement of the event with the exception of booked third supplier services becoming unavailable following the change of date and for which the agency needs to find a replacement which will be considered as additional work for the agency.

4.4 Any changes in or full or partial cancellation of the project are/is to be send in writing as per the details agreed hereby: to marketing@eventsconcept.com

4.5 Force Majeure:

Neither party shall be liable or held responsible to the other party for any failure to perform any obligation on its part to the extent that such failure is due to circumstances beyond its control which it could not have avoided by the exercise of reasonable diligence (such as but not limited to Acts, of God, terrorism, global pandemic, political unrest or strikes).

The affected party shall however notify the other party as soon as practicable of the occurrence of any such circumstance, and the parties shall meet to consider what steps, if any, can be taken to overcome any issues. Notwithstanding the above, the client will have to bear cancellation fees, unredeemable costs incurred by the agency and third-party contractors as well as time spent by the agency on the project in the past as well as time spent the agency to mitigate the effects of force majeure.

Article 5 – SPECIFIC TERMS & CONDITIONS

5.1 Modifications requested by the client

Subsequent to the date of this agreement, it may be necessary for Client to make certain modifications to the project that will affect the agreement in effect. Client will advise the agency of any modifications or corrections to the services in writing.

In such event, and upon receipt of Client’s requested modifications, the agency agrees to use its best efforts to accommodate the requested modification of Client. In the event the agency is able to accommodate such requested modifications, the agency will notify Client of the change in price and will prepare an addendum, which shall supersede the previous agreement then in effect. In the event the agency is unable to accommodate Client’s requested modifications, or in the event Client does not approve the prices and terms set forth in the revised addendum, Client and the agency shall continue to remain obligated to perform their respective obligations pursuant to this agreement and pursuant to the revised addendum then in effect.

The agency reserves the right to adjust elements of the budget should the program change. These include the recommendation to alternate venues in case of number reduction from that communicated initially. Prices are based on anticipated numbers of guests.  Rates may increase and/or services/venues may need to be changed if numbers should increase or decrease. Any changes in minimum or maximum numbers will result in re-costing of services.

5.2 Guarantees

Unless otherwise specified in this document or subsequent signed addenda (by both parties), a final guarantee is due on ground services [list applicable ground services] 03 business days prior to the start of the event. [If the final guarantee is less than the minimum guarantee upon which the price listed on the last addendum was based, the minimum guarantee will apply.  Client will be billed for guarantee or actual attendance, whichever is greater.

5.3 Reduction of services

The agency has prepared this event according to Client’s specifications and briefing including time invested preparing, costing and confirming all services and logistics of the program. In the event Client reduces the scope of services as contracted herein, the agency reserves the right to charge a management fee to cover the time and resources spent on arranging and cancelling these services. Management fee details will be provided on a case per case by the agency prior to the final cancellation of the reduced services.

5.4 Responsibilities

Subject to the terms and conditions set forth in this agreement, the agency shall provide the services specified in this agreement and subsequent addenda signed by the Client. Unless otherwise agreed in writing, the agency shall be appointed by the Client to act as the exclusive provider of services for the program and, as such, will have the necessary authority to act on the Client’s behalf with respect to the organisation and management of the program. The agency will make payment to third party suppliers provided that Client has paid the agency in accordance with this agreement.

The agency will make every effort to conduct the program as described, however, reserves the right to make adjustments to programs without affecting their material nature or overall quality. Should situations beyond the control of the agency make changes necessary, the agency will work with Client on any such changes. The agency reserves the right to make equitable substitutions when necessary.  Additionally, the agency will not be liable for any delays in performance due to causes beyond its control, including acts of third party suppliers to the program, or if client does not make decisions in a timely manner as agreed upon by both parties through this agreement or an addendum to this agreement.

5.5 Site inspection policy

The agency will negotiate as many complimentary or discounted services as possible for the site visit. Typically, these will include accommodation if necessary, on and off-site dining and entrance fees.

Should the business confirm, the agency will provide an accompanying site inspection [Project Manager or Account Manager] on a complimentary basis for the first site inspection. If however the business does not confirm with the agency, we reserve the right to charge a daily fee of [daily rate] for the member of staff provided for the inspection. We make no charge for in-house staff time spent in the preparation and set up of a site visit. We invoice all other costs (i.e. Net disbursements/out of pocket expense) at net cost.

Article 6 – JURISDICTION

This agreement and its implementation are governed by Swiss Law.

The Geneva Courts are deemed acceptable to both parties for settlement of disputes, with possible recourse to the Supreme Court.

This term of sale and its annexes represent the total agreement between the two parties

This agreement will be binding when signed by authorized representatives from both parties. A signed copy of this agreement and payments as defined in the payment schedule must be received in order to secure the event. Any amendment or addendum must be affected in writing and signed by the two parties.

Article 7 – LIABILITY

THE AGENCY accepts no liability for the acts of any third party suppliers. 

According to the scope or nature of services, the agency may have to subscribe specific insurances which will be re-invoiced to the Client. These services include but are not limited to charter or helicopter flights, sporting and physical activities etc.

Regardless of the third party supplier used, Client hereby releases, covenants not to sue, and forever discharges the agency, and its owners and employees from any and all liability, claims, actions and causes of actions whatsoever arising out of or related to any loss, damage or injury that may be sustained due to the alleged or actual acts or omissions of a third party supplier of products or services under this contract. Accordingly, Client agrees that it will look solely to the third-party supplier for compensation for said losses, damages or injuries.

The agency disclaims responsibilities for any losses, accidents, changes of schedule or any irregularities caused or arising from circumstances beyond its control.  No liabilities shall be taken for baggage lost or personal injury

The agency declines responsibility for any damage that may occur to a registered participant during a physical or sporting activity. Participants should be made aware by the Client (the agency or company representative who is inviting the participants) and warned of all possible risks involved in taking part in such an activity and should accept the liability of his/her own safety.

In addition, Client should ensure that each participant or its representative (agent or company representative in charge of the event) attests to be in good health and physically fit to take on the proposed activity.  Client should ensure that each participant is covered by a personal insurance or by insurance provided by the Client. The agency shall not be liable for any delay in or omission of publication transmission or delivery of materials or any error in any promotional materials in the absence of default or neglect on the part of the agency.

The agency and client both agree to carry general liability insurance and workers compensation coverage on their employee as applicable in at least the minimum amount required by the law.

If alcoholic beverages are ordered through the agency to be served at Client’s events, Client is at all times responsible for the actions of his invitees, agents and other vendors. The agency will not supervise or control the actions of said persons and disclaims any and all responsibility for their acts or omissions.  Accordingly, Client agrees to indemnify, hold harmless and defend the agency, its employees, agents or third party suppliers from any costs, asserted claims, damages or judgements resulting from the sale and/or consumption of the alcoholic beverages.

Client will be responsible for the acts or omissions of its employees, agents, members, guests or invitees.  In addition, Client indemnify, defend and hold harmless the agency from and against any and all demands or asserted claims from third parties for damages to person’s or property, or losses and liabilities including reasonable attorney’s fees arising solely out of or caused by the negligence or wilful misconduct of Client or any employee, member, guest, invitee or agent of Client.  Such indemnification of the agency by Client shall be effective unless such damage or injury results, in whole or in part, from the negligence or wilful misconduct, acts or omission of the agency, its agents, servants or employees (as distinguished from the performance or omissions of third party suppliers) in which case liability shall be apportioned between the parties.

The agency cannot be held responsible for the personal belongings and valuables of Client or any employee, member, guest, invitee or agent of Client

Client’s responsibility shall include, without limitation, any damage to, theft of loss of the agency vehicles, third party supplier vehicles, props, linen, centrepieces…etc.

Article 8 – INSURANCES

The agency is responsible for and guarantees having subscribed all the following insurances to cover the risks linked to the implementation of the above mentioned tasks.

Civil liability insurance:                          Coverage 10’000’000.-

Professional liability insurance              Coverage 10’000’000.-

It is understood between both parties that the agency does not hold any further insurance.

Depending on the program of the event, the agency may ask participants to sign a disclaimer for certain activities such as but not limited to:

Outdoor activities (sailing, rafting, skiing, sledging, etc.)

Unsupervised activities (rally, treasure hunt, orientation race, etc.)

Activities involving driving a vehicle/engine (car, snowmobile, etc.)

Other activities or program elements requiring participants to sign a personal disclaimer

It is understood by the Client that failure to sign such a disclaimer may result in refusal to participate in the activity for the respective participant or group.

Article 9 – INTELLECTUAL PROPERTY

All delivered or presented ideas; concepts and content are intellectual property of the agency. Every use, also in extracts, of ideas, quotations, images or text automatically leads to a copyright fee from the author. In each case of usage a written authorization is required from the agency.

Article 10 – INDEMNIFICATION

Each Party agrees to indemnify, defend and hold the other Party  (including all its officers, directors, employees, contractors and agents) harmless from and against  claims, demands, causes of action, damages, liabilities, direct losses, costs and expenses, including attorneys’ fees (collectively, the “Claims”), arising out of, incident to, or resulting directly from any act or omission of  the other Party , or from the breach by defaulting Party  of its warranties, representations, covenants and obligations.  

Each party warrants that it has appropriate and adequate insurance to cover claims or damages for which it shall be liable under the applicable law. Upon request of either party, the other party shall provide reasonable evidence of its insurance.

Article 11 – GDPR

The purpose of these clauses is to define the conditions under which the agency, the data processor, undertakes to carry out the personal data processing operations defined below on behalf of The Client as outlined above, the data controller.

As part of their contractual relationship, the parties undertake to comply with the regulations in effect applicable to personal data processing and in particular, Regulation (EU) 2016/679 applicable from 25 May 2018 (hereinafter the “General Data Protection Regulation” or “GDPR”).

The processor is authorised to process personal data on behalf of the data controller that are necessary to provide the following service(s) as described in the attached budget

Article 12 – Addenda/annexes

Both parties declare having knowledge of the addenda as mentioned, they represent integral part of the agreement. The agency’s project proposal can include and is not limited to

– Payment schedule

– Roles and responsibilities (THE AGENCY-client)

– Milestones, action plan, storyboard

– Service level agreement

– Communication plan (planned meetings, reports, meetings minute format, decision making process, documentation, debrief)

– Statistics

– Satisfaction measurement

– Specific cancellation conditions (e.g. hotel, venue, third party suppliers,…)