1. Application
    • 1.1 All Quotations are made and Confirmations accepted subject to the following Terms and Conditions and no addition to, or variation of, such Terms and Conditions shall be binding unless agreed to by the Company in writing.
    • 1.2 Any Confirmations made with the Company shall constitute unqualified acceptance of such Terms and Conditions. These Terms and Conditions shall apply to all Quotations and Confirmations.
    • 1.3 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Company in writing.
  2. Definitions and Interpretation
    • 2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
      “the Agreement” means the agreement entered into by the Client and the Company by Confirmation of the Quotation and/or conclusion of a separate agreement incorporating these Terms and Conditions which shall govern the Event Management Services;
      “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Switzerland;
      “Client” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which makes a booking with the Company;
      “Company” Means planitswiss SA, a company registered in Switzerland under number CHE-113.179.311 and whose registered office is at Ch. du crêt des pierres 4, 1090 La Croix sur Lutry – Lausanne, or – Imavox sa a company registered in Switzerland under number CHE-113.016.324 and whose registered office is at Ch. du crêt des pierres 4, 1090 La Croix sur Lutry – Lausanne, respectively;
      “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
      “Confirmation” means the confirmation of the Quotation by the Client received within 10 days from the date of the Quotation or within such other acceptance period as stated in the Quotation;
      “Data Protection Legislation” means the Personal Data Protection Law RS 235.1 (“PDPA”) of Switzerland and subsequently any legislation which succeeds the PDPA;
      “Event” means the event or events the subject of the Quotation;
      “Event Management Services” means the products and services to be supplied and provided for the Event as stated in the Quotation;
      “Final Price” means the adjusted total sum payable for the Event Management Service as determined after the event, taking into account any variations to assumptions made in the Quotation (e.g. number of participants, duration of the Event, F&B consumed) as well as any other changes and last minute requests made to the Event Management Services stated in the Quotation;
      “Quotation” means any written quotation submitted by the Company to the Client for confirmation by the Client within 10 days from its date or within such other period as stated in the Quotation; and
      “Quotation Price” means the total sum payable for the Event Management Services as stated in the Quotation and as confirmed by Client.
    • 2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
      • 2.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
      • 2.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      • 2.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions;
      • 2.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions, and
      • 2.2.5 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
    • 2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
    • 2.4 Words imparting the singular number shall include the plural and vice versa.
    • 2.5 References to any gender shall include the other gender.
    • 2.6 References to persons shall include corporations.
  3. Event Management Services
    • 3.1 The Company shall throughout the continuance of the Agreement provide an Event Management Service to the Client.
    • 3.2 The Company will use reasonable care and skill in providing the Event Management Services.
  4. Price
    • All prices stated by the Company in the Quotation and / or the Agreement are net prices and are exclusive of any applicable value added tax, goods and services tax, surcharges and/or any other similar tax. Any legally owed value added tax, goods and services tax, surcharges or any other similar tax which may be applicable on the Final Price, shall be levied in addition to the Final Price in accordance with the applicable laws. The Client shall pay the Final Price to the Company free and clear of all deductions or withholdings unless this is required by law. If a deduction or withholding is required, the Client shall pay such additional amount as will ensure that the net amount received and retained by the Company shall equal the full amount which it would have received had the deduction or withholding not been required. Unless otherwise agreed, the Company will not supply any supplier payment confirmation or third party invoices.
  5. Payment
    • 5.1 Unless otherwise stated on the Agreement, the Client shall pay to the Company 80% of the Quotation Price (the “Deposit”) upon the signing of the Agreement.
    • 5.2 Following the signing of the Agreement, the balance of Deposit to the Final Price shall be paid to the Company no later than 30 days from receipt of the final invoice after the Event.
    • 5.3 The Client agrees that the Company is entitled to charge for any additional items including, but not limited to, out of pocket expenses, disbursements, or any items requested by the Client after the signing of the Agreement. For significant changes to the Quotation, the Company will as soon as reasonably practicable provide written notification to the Client for the Client’s written approval. In the event that obtaining written approval from the Client is not possible due to urgency and other time constraints, the Client agrees that verbal approval provided by any of the Client’s authorised officers shall be deemed sufficient for the Company to proceed. Approval from the Client pursuant to this clause 5.3 shall not be unreasonably withheld or delayed. The Client shall be liable for all delays caused to the Company as a result of the Client’s failure or inability to provide confirmation and/or approval within the time stipulated in the notification provided by the Company.
    • 5.4 Notwithstanding clause 5.3 above, additional costs incurred due to a change to Event Management Services and the assumptions made in the Quotation (e.g. duration of the Event, number of participants, F&B consumed) or to the agreed timeline for the Event shall be borne by the Client. Any such items shall be invoiced by the Company to the Client at the discretion of the Company and payment therefor shall be due within 30 days of the date of the invoice.
    • 5.5 Time shall be of the essence for payments under the Agreement. If the Client fails to make any payment on its due date then the Company shall, without prejudice to any right which the Company may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on any sums over due until payment is made in full, both before and after any judgment, at the rate of of 3% over the LIBOR (Interbank Offered Rate) as averaged in the 3 months prior to the payment due date on a daily accrual basis in respect of the period starting on the payment due date and ending on the actual date of payment. This provision shall apply without prejudice to, and notwithstanding sub-Clause 10.
  6. Variation and Amendments
    • 6.1 If the Client wishes to vary any details of the Confirmation, it must notify the Company in writing as soon as possible. The Company shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
    • 6.2 The Company reserves the right to make changes to the Event Management Services as stated in the Quotation without prior notice to the Client provided that such alternative services and products are of at least an equivalent standard, functionality, effective as the case may be. The Company shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
  7. Liability and Indemnity
    • 7.1 Where the Event is cancelled or terminated and where such cancellation or termination occurs due to reasons which are outside the Company’s reasonable control, the Company shall be entitled to retain from any sums hitherto received from the Client or which may still be due from the Client to the Company such costs, expenses and disbursements which it has incurred or for which it shall or may be liable in connection with the Event and such contribution to the Company’s overhead as shall be reasonable.
    • 7.2 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the terms of the Agreement, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) in connection with the performance of obligations arising under the Agreement or with the use by the Client of the Event Management Services supplied in connection with the Event.
    • 7.3 The Client shall bear full responsibility and liability for any loss or damage to any equipment and property (including that of the Company, third parties and the Client) which was not caused by the Company or its agents or employees and the Client shall in particular be fully liable for the behaviour of the participants of the Event and the Client’s agents and employees. The Client shall indemnify the Company against all damages, costs, claims and expenses incurred by it arising from loss or damage to any equipment and property (including that of the Company, third parties and the Client) which was not caused by the Company or its agents or employees.
    • 7.4 The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control.
    • 7.5 The Company shall not be liable for any accidental loss of or damage to data, in particular, but not limited to such data loss or damage to data caused by any unlawful access, viruses, errors that occurred during data transfers, or any incompatibility of the Company´s and Client´s IT infrastructure.
    • 7.6 If electrical generators or additional power supplies are required and if the Client does not avail itself of the opportunity of the Company providing an emergency supply the Company shall accept no responsibility for loss or damage howsoever caused as a result of any failure in the power supply.
  8. Confidentiality
    • 8.1 Each Party undertakes that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 2 years after its termination:
      • 8.1.1 keep confidential all Confidential Information;
      • 8.1.2 not disclose any Confidential Information to any other party;
      • 8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
      • 8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
      • 8.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 above.
    • 8.2 Either Party may:
      • 8.2.1 disclose any Confidential Information to:
        • any sub-contractor or supplier of that Party;
        • any governmental or other authority or regulatory body; or
        • any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
        • to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law; and
      • 8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
    • 8.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
  9. Force Majeure
    • No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. Notwithstanding the aforesaid, the Company shall be entitled to retain from any sums hitherto received from the Client or which may still be due from the Client to the Company such costs, expenses and disbursements which it has incurred or for which it shall or may be liable in connection with the Event and such contribution to the Company’s overhead as shall be reasonable and shall return any balance to the Client.
  10. Term, Cancellation and Termination
    • 10.1 This Agreement shall come into force on a commencement date to be agreed and shall continue for an agreed term from that date, subject to the provisions of this Clause 10.
    • 10.2 If the Client wishes to cancel the Event, they may do so at any time by written notice to the Company provided that:
      • 10.2.1 under no circumstances will the Deposit be returnable;
      • 10.2.2 if the cancellation notice is received by the Company less than 60 days before the start date of the Event, 100% of the Quotation Price, shall become immediately due and payable to the extent that the same has not already been received by the Company; and
      • 10.2.3 any additional costs reasonably incurred by the Company in cancelling any arrangements connected with the Event shall be paid by the Client on demand.
    • 10.3 Notwithstanding sub-Clause 10.2, either Party may immediately terminate the Agreement by giving written notice to the other Party if:
      • 10.3.1 the other Party commits a material breach of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
      • 10.3.2 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
      • 10.3.3 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order;
      • 10.3.4 the other Party has a liquidator or administrator appointed or bankruptcy or insolvency proceedings are instituted against them or any of its companies and such proceedings are not dismissed within seven (7) days from the date of institution of such proceedings; or
      • 10.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or
      • 10.3.6 that other Party ceases, or threatens to cease, to carry on business.
    • 10.4 For the purposes of sub-Clause 10.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
    • 10.5 The rights to terminate this Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
    • 10.6 In the event that the Client fails to make any payment due under the Agreement by its agreed due date (and such shall include the Deposit sum payable under Clause 5.1), the Company may suspend (for such period as the Company may consider appropriate) or terminate any Event Management Service at any time by giving three (3) days’ written notice to the Client and stating the means by which the Client can avoid such suspension or termination. Any suspension or termination pursuant to this Clause 10.6 shall be without prejudice to the Company’s right to claim for interest on late payments and/or for damages in the manner stipulated in Clause 5.5 and Clause 11.3 respectively.
  11. Effects of Termination
    Upon the termination of the Agreement for any reason:

    • 11.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
    • 11.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
    • 11.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
    • 11.4 subject as provided in this Clause 11 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
    • 11.5 each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
  12. Data Protection
    • 12.1 To the extent that the Company collects personal information under the Event Management Services and while such information is in the custody, care and control of the Company, the Company will maintain adequate safeguards to protect the confidentiality and security of all personal information created, collected used and/or disclosed in the course of the performance of the Event Management Services.
    • 12.2 The Client is solely responsible for ensuring that it has in place all necessary consents and notices required to enable the lawful creation, use and/or transfer of such personal information, which shall include all photography and videography captured of any participant at the Event. The Company shall not be liable for any unauthorised creation, use or disclosure of any participant’s photo or video taken at the Event.
    • 12.2 After the termination or expiration of the Agreement, the Company will transfer all Personal Data to the custody, care and control of the Client. The Company will not be responsible for any personal information after such transfer is made to the Client. The Client is required to ensure that it has the requisite equipment and software in place to enable the Company to securely and successfully transfer the personal information or other data to the Client. The Company shall not be responsible for any incompatibility with the Client’s equipment or software of any file format in which any personal information or other data is stored or kept by the Company during such process of transfer to the Client.
    • 12.3 If despite commercially reasonable means used by the Company to secure the personal information, the personal information is accidentally loss, unlawfully accessed, unlawfully disclosed, damaged or unlawfully destroyed in the course of the Agreement, the Company shall not be held liable.
  13. No Waiver
    • No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
  14. Set-Off
    • Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
  15. Assignment and Sub-Contracting
    • The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.
  16. Time
    • The Parties agree that all times and dates referred to in the Agreement shall be of the essence of the Agreement.
  17. Relationship of the Parties
    • Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
  18. Notices
    • 18.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    • 18.2 Notices shall be deemed to have been duly given:
      • 18.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
      • 18.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
      • 18.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      • 18.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
      • In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
  19. Entire Agreement
    • Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  20. Severance
    • In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
  21. Law and Jurisdiction
    • These Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the laws of Switzerland, to the exclusion of the UN Convention on the International Sale of Goods No person who is not a party to this contract shall have any rights to enforce or enjoy any benefit of any term of the Agreement and these Terms and Conditions.
    • Any dispute arising out of or in connection with these Terms and Conditions and the Agreement, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration in Switzerland.