Last update: September 1, 2024
1. PREAMBLE
These General Terms and Conditions of Sale (hereinafter, the “Terms and Conditions”) constitute a legal agreement between you (a natural or legal person who will be referred to in this contract as the “Customer”) and Zzzest Sàrl, a limited liability company under Swiss law, having its principal place of business at Rue de la Corraterie 14, 1204 Geneva, Switzerland (“Zzzest”), for the provision of services described in the quotation issued by Zzzest and duly signed by the Customer (the “Accepted Quotation”).
By entering into and accepting the Terms and Conditions on behalf of a business entity, the Customer represents and warrants that it has the right, power and capacity to enter into and accept these Terms and Conditions on behalf of the business entity concerned. Any reference to the “Customer” in the Terms and Conditions refers in this case to the business entity represented. The aforementioned entity is, as contracting party, fully bound by the Terms and Conditions.
By signing the Accepted Quotation, the Customer agrees to be bound by the Terms and Conditions, to the exclusion of any other general conditions, terms of sale, purchase order terms, contracts or agreements between the parties. In the absence of written acceptance explicitly referring to the Terms and Conditions, any contrary condition set forth by the Customer shall be unenforceable against Zzzest. In the event of any conflict between the provisions of the Accepted Quotation and the provisions of the Terms and Conditions, the provisions of the Accepted Quotation shall prevail over the provisions of the Terms and Conditions.
Zzzest reserves the right to modify its Terms and Conditions at any time. The Terms and Conditions applicable are those in force on the date of signature of the Accepted Quotation by the Customer.
2. ACCEPTED OFFER AND QUOTATION
Subject to the conditions of the Terms and Conditions, Zzzest will provide the Customer with the services described in the Accepted Quotation. When developing service options, Zzzest may provide the Customer with different variants of a service offer. Only the variant of the offer appearing on a quotation duly signed by the Customer will constitute the Accepted Quotation as defined in these Terms and Conditions, the other variants having been set aside by the simple fact of having formally accepted the content of the Accepted Quotation. An Accepted Quotation may contain either all the services, or only part of the services, or consist of an initial Accepted Quotation followed by one or more additional Accepted Quotation(s).
Any additional services requested in writing by the Customer over and above those set out in the Accepted Quotation will be subject to additional invoicing. Within reason, Zzzest will issue, and the Customer will sign, a supplementary offer including the additional service(s). If the urgency of the request or other circumstances do not allow, or if the low cost of the additional service(s) does not justify, such issuance and/or signature of an additional offer, the Customer agrees to accept the additional invoicing notwithstanding the absence of an additional Accepted Quotation.
All offers issued by Zzzest are valid for 5 days, subject to availability of services provided by a third party. The signature of an offer will confer on it the status of a definitive Accepted Quotation with obligation of payment.
3. PAYMENT – PRICE
Any Accepted Quotation will result in the obligation of payment on the part of the Customer, and will thus require the payment of :
- An initial deposit of 50% of the total price, including VAT, upon signature, followed by
- A second deposit of 30% of the total price including VAT, due 90 days before the start of the event.
If the Quotation is signed 90 days or less before the start date of the event, a single deposit of 80% of the total price including VAT will be payable on signature.
A final invoice will be sent to the Customer within 30 days of the event, unless otherwise agreed by Zzzest.
In the event of a significant change in prices issued by a Zzzest subcontractor between the issue of its offer and the Customer’s acceptance of the offer (signature of the Accepted Quotation), Zzzest will inform the Customer as soon as possible. The Customer may then opt to (i) sign a modified Accepted Quotation including the modified prices, or (ii) waive the Accepted Quotation with reimbursement of any deposit paid, excluding fees for project management performed by Zzzest, which will be invoiced at 100%.
Any sum not paid by the due date indicated on the invoice shall automatically incur the following penalties, without the need for formal notice, from the day following the due date:
- a flat-rate collection fee of CHF 40, starting from the sending of a second reminder letter;
- an additional flat-rate penalty for collection costs of CHF 500, after the third reminder letter;
- late payment interest at the legal rate, from the invoice due date.
In the event of non-payment of the deposit 5 days after the due date of the deposit invoice, Zzzest reserves the right, in addition to the remedies described above, to cancel the Accepted Quotation and thus refuse to provide the services referred to therein. In this case, the cancellation conditions will apply, including, among others, the obligation to pay compensation.
4. MODIFICATION-DEFERRAL AND CANCELLATION OF ACCEPTED QUOTATION
4.1. Modification of the Accepted Quotation. If the Customer modifies the Accepted Quotation, Zzzest will study the feasibility of such a modification, and will present a new offer to the Customer, for a value at least equivalent to that of the Accepted Quotation.
If the services requested following the Customer’s request for modification have a value lower than the value of the Accepted Quotation, the parties will automatically reclassify this modification as a cancellation of the Accepted Quotation, with application of the conditions in the event of cancellation, followed by the issue of a new modifying quotation.
If, exceptionally, part of the services included in the Accepted Quotation is cancelled or modified by a Zzzest subcontractor, Zzzest undertakes to use all necessary means to allow the Customer access to services equivalent to those originally provided, and will inform the Customer as soon as possible of the proposed solution, resulting in a modified Accepted Quotation.
4.2 Deferral of services included in Accepted Quotation. In the event of postponement of the services included in the Accepted Quotation by the Customer, regardless of the origin of the request for postponement, Zzzest will study the feasibility of such postponement, and will present a new offer to the Customer, for a value at least equivalent to that of the Accepted Quotation.
Any deposit paid by the Customer will be retained by Zzzest and applied to the new Accepted Quotation with postponed dates, insofar as possible.
If the postponement of the services requested by the Customer proves to be reasonably impossible while maintaining the other terms of the Accepted Quotation, the parties will automatically reclassify this postponement as a modification of the Accepted Quotation with application of the conditions in the event of modification, followed by the issue of a new modifying quotation.
For any postponement of services, an amount of 15% of the total price inclusive of tax will be invoiced in addition to the initial total price inclusive of tax of the Accepted Quotation, as postponement management costs.
4.3. Cancellation of the Accepted Quotation. In the event of partial or total cancellation by the Customer of the Accepted Quotation, or in the event of cancellation stipulated in article 3 of the Terms and Conditions (deposit not paid 5 days after the due date of the deposit invoice), the following indemnities will automatically be payable by the Customer:
- For all services provided directly by Zzzest :
- in the event of cancellation of the Accepted Quotation at least 3 months prior to the event, 50% of the total price including VAT, excluding fees for project management carried out by Zzzest, which will be invoiced at 100%.
- In the event of cancellation of the Accepted Quotation 3 months or less before the event, 100% of the total price including VAT, excluding fees for project management carried out by Zzzest, which will be invoiced at 100%.
- In addition, for services provided by third parties (e.g. hotel, conference room, restaurant, caterer, speakers or other subcontractors), the cancellation conditions of each third party will apply.
5. SUBCONTRACTING TO THIRD PARTIES
In order to guarantee the proper execution of the services included in the Accepted Quotation, Zzzest reserves the right to freely call upon subcontractors selected by Zzzest.
6. IMAGE RIGHTS
The Customer authorizes Zzzest to capture and use, free of charge, the photos and videos of the event on all media and in all formats, both in the commercial and non-commercial sector, it being specified that the Customer will be responsible for having the persons participating in the event sign an authorization of image rights in accordance with the capture and use envisaged.
This authorization to capture and use images is valid for five years from the end of the contractual relationship between Zzzest and the Customer.
7. FORCE MAJEURE – PUBLIC HEALTH EMERGENCIES
Zzzest may not be held liable in the event of non-performance or improper performance of the contract due either to the Customer’s fault, or to the insurmountable and unforeseeable fault of a third party, or to a case of force majeure.
In particular, Zzzest shall not be deemed to be in default in the event of non-performance of the contract due to fire, flood, storm, exceptionally severe weather, natural disaster, strike, industrial action or any other major incident, unavoidable obstacles, war (declared or not), embargoes, legal impediments, insurrection, events of a pandemic, epidemic, bacteriological or virological nature, or any other cause not attributable to Zzzest.
In the event of disruptions resulting from public health emergencies, whether imposed by governmental or institutional/organizational authorities, Zzzest shall reasonably undertake best efforts for the proper execution of the planned services, and shall in no case be held liable for any difficulties encountered by the Customer in reaching the place where the services are to be performed.
Public health emergencies or similar disruptions will be treated as cases of force majeure, and will in no way be attributable to Zzzest.
Any modification or cancellation of services resulting from force majeure will be subject to the conditions of modification or cancellation of the Quotation accepted by the Customer.
8. MATERIAL OR MORAL DAMAGES
Zzzest accepts no liability for any material or moral prejudice caused to the Customer or to the beneficiaries of the services, or to their property, in the context of the services included in the Accepted Quotation or in the context of any related situation, with the exception of proven intentional fault or gross negligence on its part.
The Customer is liable for any damage, direct or indirect, that it or its service recipients may cause to Zzzest, its subcontractors, or third parties for whom Zzzest has acted as guarantor in connection with the services included in the Accepted Quotation.
Accordingly, the Customer shall ensure that it has taken the necessary measures relating to the required cover, and undertakes to waive and to cause its insurers and/or beneficiaries of benefits to waive any recourse against Zzzest.
9. OTHER CONTRACTUAL PROVISIONS
9.1 Non-contractual concept work. The Customer acknowledges that the concepts, visuals and other documents such as “trend boards” or “inspiration PowerPoints” provided by Zzzest are for illustrative purposes only and are not contractual. They are part of a consultancy service whose purpose is to give ideas and which will not necessarily provide an exact representation of the final service.
9.2 Applicable Law and Jurisdiction. The Terms and Conditions shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws rules. Any claim or dispute arising out of the services included in the Accepted Quotation, or in connection with interactions between the parties in relation to such services, shall be brought exclusively before the Courts of the Canton of Geneva, Switzerland. To the extent permitted by law, the Customer hereby consents to the jurisdiction and competence of these and agrees to make no objection to the jurisdiction and venue of such courts.
9.3 Severability. If any part of these Terms and Conditions is held to be unenforceable, the validity of the remaining parts shall not be affected.
9.4 Entire Agreement. These Terms and Conditions together with any Accepted Quotation which refers to these Terms and Conditions (which is incorporated herein by such reference) fully and exclusively constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, with respect to such subject matter.
9.5 Reference Language. In the event of any discrepancy between the English version and any other language version of these Terms and Conditions, the English version shall prevail.
9.6 Processing of Personal Data. As a Swiss company providing services on a European level, Zzzest’s subcontractors may be located in Switzerland and the European Union. Zzzest will process all Personal Data in accordance with the Swiss Confederation’s new Federal Data Protection Act of September 25, 2020, the provisions of European Regulation 2016/678 (the General Data Protection Regulation), and its Privacy Policy.
9.7 Notification. Any formal notice or formal complaint to be communicated to Zzzest shall be addressed to the principal place of business of Zzzest Sàrl, as indicated in the preamble to these Terms and Conditions.
9.8 Signatures. The Accepted Quotation will require the signature of one or more authorized representatives of the Customer, and will refer to these Terms and Conditions. These Terms and Conditions may or may not be formally signed. The absence of an additional signature on these Terms and Conditions shall in no way deprive them of their contractual value, provided that the Accepted Quotation, duly signed, explicitly refers to these Terms and Conditions, which can be freely consulted on the zzzest.com website. The parties expressly agree that the Accepted Quotation(s) and, where applicable, the present Terms and Conditions, may be signed using an electronic signature process.