General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF SERVICE
RECITALS
(A) The Service Provider is an events agency based in CANNES, and has operated at all conferences and festivals in the last ten years.
(B) The Client contacted the Service-Provider for the provision of Event Services related to the organisation of an Event and the Service Provider supplied the Client with a proposal describing plans for decoration, technical installations, entertainment and various arrangements.
(C) The Client has accepted the terms of the proposal and entered into the Contract included as the cover of these documents.
(D) These general terms and conditions of service (hereinafter “T&Cs”) form an integral part of the Contract included as the cover page of these documents.
1. DEFINITIONS
1.1 Client: any professional, whether a legal or natural person, who benefits from the Event Services.
1.2 Contract: contractual documentation between the Client and the Service Provider, comprising
• a description of the Event Services included as the cover page of these T&Cs and
• these T&Cs.
1.3 Calendar days: every day of the week, including public holidays and non-working days.
1.4 Event: event to be organised and coordinated by the Service Provider at the Client’s instruction.
1.5 Party or Parties: the Service Provider or Client individually or collectively.
1.6 Service Provider: CANNES EXHIBITIONS, a limited liability company with a share capital of €7,500.00 EUR, entered in the trade register of CANNES under the number 499 043 636, the intracommunity VAT number of which is FR37 499 043 636, the registered office of which is at 18 rue Victor Cousin, 06400 CANNES, represented by Sandrine CHEVALIER, acting in her capacity as managing director, email address: [email protected].
1.7 Event Services: full or “à la carte” organisation and coordination services described in the Contract included as the cover page to these T&Cs.
1.8 Venue: the site where the Event Services are to be performed.
2. PURPOSE
2.1 The purpose of these T&Cs is to define the terms and conditions according to which:
i. The Service Provider provides the Client with the event Services;
ii. The Client benefits from the Event Services;
iii. The Client pays the Service Provider the price for the Event Services.
2.2 These T&Cs, the provisions of which may be negotiated by the Parties, are entered into directly by the parties, in accordance with article 1110 of the French Civil Code.
3. EFFECTIVE DATE
The Contract shall become effective once the two following events have both occurred:
3.1 The Contract and these T&Cs have been signed by the Client; and
3.2 The Client has paid the downpayment stipulated under Article 7.2.2 of these T&Cs.
4. TERM
The Contract is effective until the date of the end of the Event stated in the Contract included as the cover page to these T&Cs.
5. SERVICE-PROVIDER OBLIGATIONS
5.1 The Service Provider undertakes to provide the Client with the Event Services based on the terms described in this Contract included as the cover page to these T&Cs.
5.2 The Service-Provider’s has only a best efforts obligation under Article 5.1 of these T&Cs.
5.3 The Service Provider may make changes to the Event Services or immediately cancel the Event and terminate the Contract under the conditions stipulated under Article 8.2 of these T&Cs at their sole discretion:
i. As a result of weather conditions;
ii. In the event of changes to relevant regulations;
iii. In any scenario where the Service Provider considers, at their sole discretion, that the Event poses a risk to personal safety.
6. CLIENT OBLIGATIONS
6.1 Payment of the price for the Event Services
In consideration for the Event Services provided by the Service Provider, the Client undertakes to pay the price of the Services to the Service Provider under the terms and conditions described under Article 7 of these T&Cs.
6.2 Duty of collaboration
6.2.1. The Client undertakes to collaborate with the Service Provider and ensure the Service Provider is in a position to provide the Event Services in the best possible conditions.
6.2.2. In particular, the Client undertakes:
i. To disclose to the Service Provider any information required for the successful performance of Event Services;
ii. To provide the Service Provider with any detailed information required for the performance of Event Services in a timely fashion;
iii. Not to interfere with the performance of Event Services: the Service Provider may reject the involvement of any other service provider in the organisation of the Event and this rejection of an external provider may under no circumstances be considered a termination of the Contract;
iv. To leave to the Service Provider the overall coordination of the Event, irrespective of the undertakings made by the Client: the Client will take personal responsibility for any other undertakings they may have made;
v. Not to impede the provision of Event Services;
vi. To immediately notify the Service Provider of the involvement of any other service providers at the Venue: the Service Provider may deny any other service providers access to the Venue;
vii. To obtain all authorisations required for holding an Event (particularly the Client’s accreditation for a conference): the Client expressly acknowledges that failure to obtain such an authorisation may not be considered grounds for the termination of the Contract by the Client and may not result in the return by the Service Provider of items or sums of money;
viii. To make any claims relating to Event Services by recorded delivery letter with proof of receipt sent to the Service Provider within seven (7) days of the end of the Event: should the Client fail to make a claim within this deadline, the Event Services shall be deemed to have been provided by the Service Provider in accordance with the Contract.
6.3 Welcoming guests
6.3.1. The Client is responsible for sending invitations at their own expense.
6.3.2. The Client undertakes to disclose to the Service Provider the number of people actually expected to attend no later than ten (10) prior to the start of the Event: subject to the provisions of Articles 7.1.6 and 7.1.7 of these T&Cs, this number provided by the Client may not be changed.
6.3.3. In the event that the maximum number of guests is reached on the day of the Event, the Client undertakes to inform each additional person that they cannot be accommodated within the Venue.
6.3.4. The Client undertakes to assign a member of their team to welcome guests at the Venue.
6.3.5. The Client undertakes to work with the Service Provider to help enforce security rules and rules covering the hosting of guests throughout the Event.
6.4 Honouring the Event times and security instructions
6.4.1. The Client undertakes to honour the Event times referred to in the Contract included as the cover page to these T&Cs.
6.4.2. The Client undertakes to comply with and ensure that individuals present at the Venue comply with applicable security regulations for the duration of the Event.
6.4.3. Any breach by the Client or any individual present at the Venue of the applicable security regulations is grounds for the Service Provider to immediately cancel the Event and terminate the Contract under the conditions stipulated under Article 8.2 of these T&Cs.
6.5 Insurance cover
6.5.1. The Client is required to take out insurance to cover all equipment brought to the Venue against any damage, including theft, and to cover their liability towards any third parties for the duration of the Event.
6.5.2. The Client may take out “cancellation insurance” with their usual insurer against risks associated with the cancellation of the Event: no “cancellation insurance” is included as part of the Services provided by the Service Provider and such “cancellation insurance” is at the Client’s expense.
6.5.3. The Client is fully informed of the potential financial consequences in the event of a cancellation should they decide not to take out insurance against risks associated with the cancellation of the Event.
6.6 Declaring the Event to SACEM
6.6.1. The Client is required to declare the Event to the Society of Authors, Composers and Publishers of Music (SACEM) if music is played.
6.6.2. The Client must pay royalties to the SACEM and provide the Service Provider with evidence of this.
6.7 Respecting the Service Provider’s trade contacts
6.7.1. For a five (5) year period following the end of the Event, the Client undertakes not to enter into any contract, whether directly or indirectly, with the purpose of organising an event with the Service Provider’s client, venue, supplier, distributor, agent, representative, creditor, co-contractor, partner or counsel or with any other person with whom, to the Client’s knowledge, the Service provider has commercial ties.
6.7.2. In the event of a breach of the commitment made under Article 6.7.1 of these T&Cs, the Client undertakes to pay compensation to the Service Provider for any direct or indirect damages suffered as a result of this breach and the minimum amount of which is set at least forty per cent (40%) of the total pre-tax amount of the Event Services invoiced under this Contract.
7. PRICE
7.1 Price conditions
7.1.1. The Price of Event Services is stated in the Contract included as the cover page of these T&Cs.
7.1.2. The price of Event Services is expressed in euros and does not include tax.
7.1.3. Value-added Tax (VAT) at the current rate is added to the price of Event Services.
7.1.4. The price of Event Services shall not give rise to any discount, rebate or reduction by the Service Provider.
7.1.5. The Service Provider shall not award a discount in the event of early payment of the sums owed by the Client.
7.1.6. Any Service other than the Event Services will be considered an additional service subject to these T&Cs and shall be included on a separate invoice to be paid on receipt.
Additional services include, but are not limited to:
i. An increase in the number of participants at the Event of over five (5)%;
ii. Any separate services ordered that are not included in the Event Services ;
iii. Any schedule overruns .
7.1.7. Subject to the provisions of Article 8.1 of these T&Cs, any changes to the Services required by the Client shall be taken into account by the Service Provider and the Venue only if all of the following conditions are met:
i. The Client notifies the Services Provider in writing of all of the required changes:
• At least one (1) month prior to the date on which the Event begins where such changes relate to technical changes or the menu;
• At least one (1) week prior to the date on which the Event begins where such changes relate to the number of participants attending the Event;
ii. The required changes result in an increase in the amount invoiced in respect of the Contract: after signing the Contract, the Client may not legitimately request a reduction in the Event Services;
iii. The Service Provider has confirmed receipt of the change request by issuing a new quote in writing; and
iv. The Client has accepted the new quote issued by the Service Provider in writing.
7.2 Payment terms and deadlines
7.2.1. The price of Event Services is payable by transfer to the Service Provider’s bank account the details for which are appended to the invoice.
7.2.2. The price of Event Services is payable by the Client in two (2) instalments as follows:
• Payment of a fifty per cent (50%) deposit on the day the Contract is signed;
• Payment of the balance for the Service Events no later than sixty (60) days prior to the date on which the Event begins.
7.2.3. The price of additional services commissioned by the Client under the provisions of Article 7.1.7 of these T&C is payable upon receipt of the corresponding invoice [● OR payable by credit card after agreement of the Provider OR prepayment]
7.3 Penalties payable in the event of late payment
In addition to the application of the provisions of Article 1219 of the French Civil Code whereby the Service Provider is permitted to suspend provision of Event Services in the event of non payment of the price of Event Services by the Client, the Service Provider may apply the penalties stated under Articles 7.3.1 and 7.3.2 of these T&Cs.
7.3.1. Late payment penalties
7.3.1.1. In the event of non-payment by the Client of the full price of Event Services within the deadline, a late payment penalty will automatically be added to any outstanding sums with no notice required. The interest rate will be that applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points.
7.3.1.2. The interest rate applicable in the first half year will be that in effect on 1 January of the year in question.
7.3.1.3. The interest rate applicable in the second half year will be that in effect on 1 July of the year in question.
7.3.1.4. Late payment penalties will automatically become payable on the day following the due date on the invoice
7.3.2. Fixed sum as compensation for recovery costs
7.3.2.1. In the event of non-payment on time of the full price for the Event Services on the day following the due date on the invoice the Client will become liable ipso jure for the fixed sum of forty euros (€40) payable to the Service Provider as compensation for recovery costs.
7.3.2.2. The fixed sum referred to under Article 7.3.2.1 of these T&Cs.will be added to the late payment penalties due.
7.3.2.3. If the costs incurred by the Service Provider in recovering the sums owed by the Client exceed the fixed sum referred to under Article 7.3.2.1 of these T&Cs, the Service Provider may request additional compensation on the basis of evidence.
8. TERMINATION
8.1. Cancellation of the Event Services by the Client
8.1.1. Should the Event Services be cancelled by the Client more than ninety (90) calendar days prior to the start of the Event, for any reason, including in the case of a force majeure event, the Client shall remain liable for a fixed sum of fifty per cent (50%) of the price of the Event Services payable to the Service Provider.
8.1.2. Should the Event Services be cancelled by the Client less than ninety (90) calendar days prior to the start of the Event, for any reason, including in the case of a force majeure event, the Client shall remain liable for the full price of the Event Services.
8.1.3. Any substantial change to the Event Services by the Client will be treated as a cancellation of the Event Services by the Client.
8.1.4. The Contract and these T&Cs constitute a “contrat à exécution instantanée” (a one-time contract) under the terms of article 1162 of the French Civil Code and does not become void should the contract purpose cease to exist.
8.1.5. In all cases where Event Services are cancelled by the Client, for any reason, including in the case of a force majeure event, or where the purpose of the Contract ceases to exist under the terms of Article 1162 of the French Civil Code, none of the sums already paid by the Client in respect of the Contract or any additional service will be refunded by the Service Provider.
8.2. Termination of the Contract by the Service Provider
8.2.1. In the event of a failure by the Client to comply with the provisions of these T&Cs and the Contract included as the cover page to these, and particularly in the event of non-payment by the Client of the full price of Event Services, or failure by the Client to uphold their obligations under Article 6 of these T&Cs, the Service Provider may terminate the Contract ipso jure without prior formal notice, and without prejudice to any damages and interest the Service Provider may claim from the Client
8.2.2. In the event of a failure by the Client to comply with the provisions of these T&Cs and the Contract included as a cover page to these, the Service Provider may also immediately terminate or suspend the Event without notice.
8.2.3. Further, in the event of weather events, changes to the relevant regulations or in any cases in which the Service Provider considers, at their sole discretion, that the Event poses a risk to personal safety, the Service Provider may terminate the Contract ipso jure, without any prior notice and immediately terminate or suspend the Event.
8.2.4. In the event of the termination of the Contract by the Service Provider, even where such ipso jure termination or cancellation is the result of a force majeure event:
i. The Client shall remain liable for any sums due to the Service Provider in respect of the Contract and any additional Service;
ii. The Service Provider shall be freed of all of their obligations in respect of the Contract;
iii. The Client may not claim the return of any items or sum of money by the Service Provider.
8.2.5. In the event of the termination of the Contract by the Service Provider, even if this ipso jure termination or cancellation is the result of a force majeure event, the Client permanently and irrevocably waives any claim, action, recourse or third-party claim seeking damages from the Service Provider in respect of the ipso jure termination or cancellation of the Contract.
9. FORCE MAJEURE
9.1. Any event beyond the control of the Parties, which could not reasonably have been foreseen when entering into the Contract and the effects of which cannot be avoided through appropriate measures, shall be considered a force majeure event under Article 1218 of the French Civil Code.
9.2. The list of events to be considered force majeure events preventing the Service Provider from performing their obligations include but are not restricted to:
i. An act of state or any amendment, cancellation or withdrawal of an authorisation issued by an administrative authority or any authority responsible for organising an event;
ii. The implementation of the ORSEC plan (Civil Security Response Organisation);
iii. Weather events such as heavy rain, floods, overwash, a sea surge, storms, heavy winds;
iv. Earthquakes;
v. Third-party error;
vi. Epidemics and pandemics;
vii. The closure of borders or airports;
viii. Full or partial strikes;
ix. Terrorist attacks;
x. State of war.
9.3. If the impediment is temporary, the performance of the obligation is suspended unless the resulting delay justifies the cancellation of the Contract under the conditions set out under Article 8 of these T&Cs.
Any delay that requires the Service Provider to pay penalties to their partners will be considered a delay that justifies the cancellation of the Contract by the Service Provider under the conditions set out under Article 8 of these T&Cs.
9.4. If the impediment is permanent, the Contract is cancelled ipso jure and the Service Provider is freed from their obligations under the conditions set out under Article 8 of these T&Cs.
10. INTELLECTUAL PROPERTY
10.1 The Service Provider retains full intellectual property for surveys, drafts and any other documents produced in the context of providing the Event Services.
10.2 The Client shall not:
• Disclose to third parties any surveys, projects or any other documents produced in the context of providing the Event, whether in full or in part;
• Reproduce and/or circulate any surveys, projects and any other documents produced in the context of performing the Event Services, whether in full or in part;
• Exploit for industrial and/or commercial purposes, any surveys, drafts and any other documents produced in the context of performing the Event services, whether in full or in part;
• Assign to a third party whether free of charge or in exchange for payment any surveys, drafts projects or any other documents produced in the context of performing the Event Services, whether in full or in part
Without the full prior written explicit authorisation of the Service Provider.
11. INSURANCE
The Service Provider has taken out professional civil liability insurance cover with Société CIRCLES GROUP SA, police N° RCEXP-CA3196, for the provision of Event Services in Metropolitan France, Cannes [● Information to be disclosed by the Service Provider in accordance with both the provisions of Articles L. 441-2 paragraph 1 of the French Commercial Code and R. 111-2 of the French Consumption Code for any user of service provision].
12. LIABILITY
12.1 LIABILITY DISCLAIMER
12.1.1. THE SERVICE PROVIDER MAY NOT BE HELD LIABLE BY THE CLIENT IN THE EVENT OF A DELAY OR PARTIAL OR TOTAL NON-PERFORMANCE OF THE EVENT SERVICES OWING TO A FORCE MAJEURE EVENT AS DEFINED UNDER ARTICLE 1218 OF THE FRENCH CIVIL CODE AND ARTICLE 9 OF THESE T&Cs.
12.1.2. THE SERVICE PROVIDER MAY NOT BE HELD LIABLE BY THE CLIENT IN THE EVENT OF THE PARTIAL OR TOTAL NON-PERFORMANCE OF EVENT SERVICES AS A RESULT OF THE CANCELLATION OF THE EVENT SERVICES BY THE CLIENT, INCLUDING IN THE CASE OF A FORCE MAJEURE EVENT OR IF THE CONTRACT PURPOSE CEASES TO EXIST UNDER ARTICLE 1162 OF THE FRENCH CIVIL CODE.
12.1.3. THE SERVICE PROVIDER MAY NOT BE HELD LIABLE BY THE CLIENT FOR ANY DIRECT OR INDIRECT DAMAGES RESULTING FROM THE USE OF AN EXTERNAL SERVICE PROVIDER AT THE VENUE CHOSEN BY THE CLIENT.
12.1.4. THE SERVICE PROVIDER MAY NOT BE HELD LIABLE BY THE CLIENT IN THE EVENT OF THE PARTIAL OR FULL NON-PERFORMANCE OF EVENT SERVICES AS A RESULT OF WEATHER EVENTS, A CHANGE TO THE RELEVANT REGULATIONS OR IN ALL CASES WHERE THE SERVICE PROVIDER CONSIDERS, AT THEIR SOLE DISCRETION, THAT THE EVENT POSES A RISK TO PERSONAL SAFETY.
12.2 LIMITATION OF LIABILITY
THE CONTRACTUAL LIABILITY OF THE SERVICE PROVIDER TOWARDS THE CLIENT WILL BE LIMITED TO THE PRICE OF EVENT SERVICES ACTUALLY PAID BY THE CLIENT.
13. PRESCRIPTION PERIOD
13.1. In accordance with the provisions of Article 2254 of the French Civil Code and in order to ensure the Parties quiet use and enjoyment of their rights under the Contract, the Parties have agreed to limit the prescription period applicable to all proceedings relating to disputes arising from the Contract or from the Contract itself to include (but not be limited to) its formation or any known flaw that was known or should have been known on the date on which the Contract was signed, its performance or non-performance, its interruption or termination .
13.2. As such, the Parties have agreed that the prescription period applicable to the proceedings referred to under Article 13.1 of these T&Cs will be one (1) year.
14. INVALIDITY
14.1. Should any of the clauses of these T&Cs be declared void, non-binding, unlawful or deemed unwritten under a legal or regulatory provision, or a final court ruling, the disputed clause shall be removed from these T&Cs and all other clauses will remain in force to their full extent.
14.2. In such a case, the Parties must negotiate in good faith a lawful provision as a replacement to, and in the spirit of the invalid, non-binding or unlawful clause.
15. ENTIRE AGREEMENT
15.1. These T&Cs and the Contract included as a cover page to these which forms an integral part thereof, as well as any amendments written by the Parties and signed by their respective representatives duly authorised for this purpose, represent all rights and obligations of both parties.
15.2. These T&Cs and the Contract included as the cover page of these may not be subject to change through the introduction of provisions in documents drafted unilaterally by the Client: any documentation issued unilaterally by the Client, particularly the Client’s terms and conditions of purchase, is deemed to have been revoked as a result of signing these T&Cs and the Contract included as a cover page of these and shall not be binding upon the Service Provider, even if the Service Provider was aware of it prior to signing these T&Cs and the Contract included as the Cover page of these.
16. PERSONAL DATA PROTECTION
16.1. General information
16.1.1. The data collected by the Service Provider is processed for the purposes of managing clients and invoicing and are intended for the Service Provider’s use.
16.1.2. The Client’s personal data may not be stored beyond the period strictly necessary for managing the business relationship and this period may not exceed ten (10) years.
16.1.3. The Client or the Client’s legal representatives may exercise the rights referred to under Article 16.3.1 of these T&Cs:
• Either by post to the following address: 18 rue Victor Cousin, 06400 CANNES;
• Or by electronic mail to the following address: [email protected].
16.2. For the Client as a legal person
16.2.1. As a legal person, the Client does not benefit from the protection afforded by European Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, or the French Data Protection Act n° 78-17 of 06 January 1978 (loi relative à l’informatique, aux fichiers et aux libertés) amended in 2018, so-called “Loi Informatique et Libertés”.
16.2.2. In the event that the processing of data in respect of the Client as a legal person were to include the processing of the personal data of its legal representatives as natural persons, those natural persons who are the Client’s legal representatives will be notified that they benefit from the protection afforded by European Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and the French Data Protection Act “Loi Informatique et Libertés”, and, in respect of their personal data, shall enjoy the rights referred to under Article 16.3.1 of these T&Cs.
16.3. For the Client as a natural person
16.3.1. In accordance with European Regulation n°2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and the French Data Protection Act n° 78-17 of 6 January 1978 (loi relative à l’informatique, aux fichiers et aux libertés) as amended in 2018, so-called “loi Informatique et Libertés”, the Client enjoys the rights listed below in respect of their personal data :
i. The right to access all data processed by the Service Provider;
ii. The right to oppose, on legitimate grounds, the processing of their personal data by the Service Provider; and to oppose, at no cost, their personal data being used for the purposes of canvassing, and particularly marketing by the Service Provider or by a future data controller;
iii. The right to ask the Service Provider about the personal data processed;
iv. The right to demand that the Service Provider rectifies, supplements, updates, blocks or erases any of their personal data that is inaccurate, incomplete, ambiguous, out of date, or the collection, use, disclosure or storage of which is prohibited.
v. The right to have the Service Provider erase any of their personal data in a timely fashion;
vi. The right to receive the data processed by the Service Provider in a structured format and to share such data with a third party without objection by the Service Provider;
vii. The right to require the Service Provider to limit the processing of certain data;
viii. The right to file a complaint with the French Data Protection Authority, CNIL;
ix. The right to determine the general and specific instructions relating to the way in which they wish to exercise the rights referred to under Article 16.3.1 of these T&Cs, after their death.
17. PROHIBITION OF ASSIGNMENT BY THE CLIENT
17.1. The Contract and these T&Cs have been signed by the Service Provider directly with the Client as a legal person.
17.2. Consequently, the Contract and these T&Cs may not be assigned by the Client to a third party.
17.3. However, any changes relating to the legal personality of the Service Provider, such as, for example, a merger, demerger, absorption, partial transfer of assets, divestment, transfer to a subsidiary or any other legal or commercial agreement with a third party, shall not effect the existence or performance of the Contract, which may be assigned by the Service Provider to a third party without prior written agreement by the Client.
18. NOTIFICATIONS
Any notification required under the terms of these T&Cs must be sent by recorded delivery letter with proof of receipt to the Parties at the following addresses:
18.1. For the Service Provider:
18 rue Victor Cousin
06400 CANNES
18.2. For the Client:
At the address stated on the Contract included as a cover page to these T&Cs.
19. CHOICE OF LAW
19.1. The Contract and these T&Cs are subject to French law.
19.2. Any disputes between the Parties relating to the existence, validity, interpretation or performance of the Contract and these T&Cs will fall within the sole jurisdiction of the CANNES Commercial Court, even in the event of multiple respondents or the introduction of third parties.
