General Terms And Conditions
1. SCOPE OF APPLICATION
1.1 These general terms and conditions (the “GTC”) govern the contractual relationship between Marber LLC and the client in respect of all activities and services (the “Services”) provided for the event (the “Event”) as described in the contract (the “Contract”).
1.2 Marber LLC reserves the right to modify these GTC at any time. The authoritative version is the one in force on the date the Contract is signed. The conditions of the client or of third parties are not recognized by Marber LLC, even if they do not present an obvious contradiction. In all other respects, the provisions of the Swiss Code of Obligations apply.
1.3 These GTC are an integral part of the Contract.
1.4 In the event of any contradiction between these GTC and the Contract, the provisions of the Contract shall prevail.
2. CONCLUSION OF THE AGREEMENT
2.1 The products, services and prices quoted by Marber LLC to its customer do not constitute an offer. The quote is only valid for 10 working days from the date of issue.
2.2 The Contract comes into effect as soon as the written contract is validly signed by the parties.
2.3 All samples, drawings, descriptive elements, or advertisements issued by Marber LLC, as well as any descriptions or illustrations contained in the catalogs or brochures of Marber LLC, are issued or published solely for the purpose of providing an approximate idea of the products and services described therein. They do not form part of the Contract and have no contractual force.
3. FEES, DISBURSEMENTS AND TRAVEL EXPENSES
3.1 Unless otherwise indicated in writing, the fees, including disbursements and travel expenses, or, if applicable, the fixed price, are deemed to be in Swiss Francs (CHF), excluding VAT.
3.2 The fees, including disbursements and travel expenses, or, if applicable, the fixed price, agreed with Marber LLC are only increased in the following cases:
– increase in costs due to necessary modifications, inaccurate information, and changes to the Services by the client;
– documented increase in costs due to extensions of deadlines for which Marber LLC is not responsible;
– documented increase in costs caused by administrative regulations, obligations, and legal provisions that were not yet applicable or known at the date of signing the Contract;
– documented increase in supplier or carrier costs;
– increase in costs resulting from a shortage, even if temporary;
– new provider search following the unavailability of the selected provider due to lack of responsiveness from the client.
– in case of client default as defined in article 6.1. 6.1 of these GTC;
– variation in the exchange rate between the Swiss franc and the currency of the event location.
3.3 Two graphical modifications at no additional cost are included in Marber LLC’s fees after the client approves the content of the stationery. Any additional modifications will be at the client’s expense and will be billed at an hourly rate of CHF 120 (excluding VAT).
3.4 Any new provider search due to the unavailability of the selected provider because of the client’s lack of responsiveness will be invoiced separately at a flat rate of CHF 250 (excluding VAT).
3.5 In the event that no meals are provided by the Client during the Event, as defined in the Contract, additional charges of CHF 20.- per person for breakfast and CHF 40.- per person for lunch or dinner will be invoiced to the Client.
4. PAYMENT TERMS
4.1 Subject to the Contract, Marber LLC invoices fees, including disbursements and travel expenses, or, where applicable, the fixed price, payable within 10 days.
4.2 Client in arrears will be required to pay late interest at the legal rate of 5% per annum without reminder. No financial deduction may be made from the fees or, if applicable, from the fixed price invoiced by Marber LLC.
4.3 In the event of default by the client, the total or remaining price becomes immediately due and payable. Marber LLC reserves the right to require a prepayment of more than 50% or to withdraw from the contract without further notice.
5. CLIENT’S OBLIGATIONS
5.1 The client must :
– confirm that the elements listed in the Contracts are complete and accurate;
– cooperate and communicate with Marber LLC for any questions related to the activities and services as provided in the Contract;
– provide Marber LLC with all the information and/or documents that Marber LLC may reasonably request in order to provide its services, and ensure that this information and/or documents are complete and accurate;
– inform Marber LLC immediately of any circumstance that may directly or indirectly affect the provision of the Services;
– unless otherwise agreed in writing, obtain and maintain all necessary licenses, authorizations and consents on the date agreed upon by written agreement between the parties;
– maintain and upkeep all materials, equipment, documents, and other assets of Marber LLC and external service providers (the “Equipment”) in the event they are stored on the client’s premises or property. The storage of the Equipment is at the client’s risk. Furthermore, the client agrees not to dispose of or use the Equipment other than in accordance with instructions or authorization from Marber LLC;
– inform Marber LLC without delay of any appointments scheduled with potential external service providers for trials related to the Event, such as but not limited to food tasting, makeup or hair styling sessions, so that a representative of Marber LLC can be present.
6. CLIENT’S DEFAULT
6.1 If the performance by Marber LLC of any of its obligations under the Contract is prevented or delayed by an act or omission of the client, or by any failure of the client to fulfill any obligation (the ‘Default’):
– Marber LLC has the right, without limiting its other rights or remedies, to suspend the provision of the Services until the client remedies the Default;
– furthermore, Marber LLC may rely on the Default to excuse the client from the performance of any of its obligations to the extent that the Default prevents or delays Marber LLC from performing any of its obligations.
6.2 Marber LLC shall in no event be liable for any costs or losses suffered or incurred by the client resulting directly or indirectly from Marber LLC’s failure or delay in performing any of its obligations due to the Default.
6.3 The client will reimburse Marber LLC, upon written request, for any costs or losses suffered or incurred by Marber LLC as a direct or indirect result of the Default.
7. RIGHTS AND OBLIGATIONS OF MARBER LLC
To comply with any applicable law or security requirement, or for business or logistical reasons, Marber LLC expressly reserves the right to modify the Services. Marber LLC shall promptly inform the client thereof. The client shall not demand any reduction in connection with the estimated fees or, where applicable, the fixed price, as defined in the Contract, when the variation or substitution is comparable to the aspect of the Event being modified.
7.2 Marber LLC shall perform the Contract with a reasonable level of skill and care.
7.3 Marber LLC shall make every effort to meet the deadlines set forth in the Contract.
7.4 In the event that the parties agree that Marber LLC is responsible for obtaining licenses, permits, and/or consent, the client acknowledges that Marber LLC is in no way responsible for the failure to obtain such licenses, permits, and/or consents required due to time constraints, licensing restrictions, venue location, or other factors.
8. CANCELLATION OR MODIFICATION OF THE EVENT
8.1 If the client wishes to cancel or modify all or part of the Services, they must inform Marber LLC in writing without delay.
8.2 In the event of cancellation of all or part of the Services by the client, the client must pay Marber LLC all reasonable fees and expenses incurred in the execution of the Contract.
8.3 In the case of estimated fees and in addition to the fees specified in Article. 8.2 of these GTC, Marber LLC may require the payment of a lump sum compensation corresponding to 100% of the estimated fees, as defined in the Contract, minus the amount of the first installment thereof stated on the first page of said Contract.
8.4 In the case of fixed price and in addition to the fees specified in Article 8.2 of these GTC, Marber LLC may demand a lump sum compensation as follows:
– when the client cancels the Event between 0 and 30 days before the Event date, the client must pay Marber LLC the entire fixed price as defined in the Contract;
when the client cancels the Event 30 days or more before the Event date, the client must pay Marber LLC 75% of the fixed price as defined in the Contract.
In addition to the aforementioned lump sum compensation, Marber LLC may also require payment of the fees specified in Article 8.2 of these GTC.
8.5 If an element of the is to be performed by an external provider recommended by Marber LLC, and the latter canceled before the Event date, Marber LLC may assist the client in recovering any fees paid as well as any cancellation fees incurred. Marber LLC may also assist the client in replacing the defaulting external provider with another external provider of equivalent level.
8.6 If the Event is canceled by Marber LLC, other than due to a force majeure event and provided there is no Default, a full refund of the fees already paid under the Contract shall be payable to the client within 7 days.
8.7 If the content or significance of the Services is modified during the Contract, Marber LLC is entitled to a price adjustment.
8.8 If the request for modification originates from the client, Marber LLC must confirm to the client in writing the feasibility of the modification as well as its temporal, technical, and financial consequences (including the impact on Marber LLC’s remuneration).
9. FORCE MAJEURE
9.1 Marber LLC shall not be held liable to the client for the non-performance or delay in the performance of an obligation under the Contract when such non-performance or delay is due to a force majeure event.
9.2 An event of force majeure suspends the obligation of the Contract whose performance is rendered impossible for the duration of its existence.
9.3 Marber LLC shall immediately inform the client in writing of any force majeure event.
9.4 If the consequences of the force majeure event persist beyond a period of 10 weeks from the written communication referred to in Article 9.3 above, Marber LLC may terminate the Contract upon written notice. In such circumstance, Marber LLS’s fees and disbursements should be compensated according to art. 8 GTC.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The intellectual property rights (‘Intellectual Property Rights’) refer to all intellectual property rights owned by Marber LLC and exploited within the scope of the Event. These rights include, but are not limited to, trademarks, know-how, copyrights, patented or unpatented inventions, distinctive signs, trade names, business names, signs, or logos. The list of Intellectual Property Rights may be unilaterally supplemented or modified by Marber LLC.
10.2 The client acknowledges that Marber LLC is the creator of the Event and the owner of the Intellectual Property Rights, and that it has no claims to assert over the Event or the Intellectual Property Rights.
10.3 The client expressly authorizes Marber LLC to take any photographs or video footage of the Event, before or after the arrival of the participants. These photographs or video footage are solely intended for internal or commercial use by Marber LLC. They aim to record the design, production, and entertainment of the Event without reference to the client, guests, brand, or logos.
10.4 Should the client not wish Marber LLC to produce and/or use any photographs and /or video sequences of the Event according to art. 10.3, the client shall pay Marber LLC the following compensations:
– a fixed compensation amounting to 50% of the total price of the photographer’s and/or videographer’s services (excluding VAT, if applicable) when Marber LLC uses an external photographer and/or videographer to cover the Event, at the client’s request; or
– a fixed compensation amounting to CHF 1’000.- (excluding VAT, if applicable) when no external photographer and/or videographer is hired to cover the Event.
11. PARTICIPANT’S BEHAVIOR AT EVENTS
11.1 Marber LLC reserves the right, at its sole discretion, to refuse admission to the Event to any participant if it believes that the admission of such person(s) may cause damage, including but not limited to the Equipment, guests, or any member of Marber LLC present at the Event.
11.2 Should the client require access control to the Event, Marber LLC will automatically refuse any person who is not registered on the access list approved by the client prior to the Event.
11.3 If any participant at the Event, or agents or representatives or any other person instructed or engaged by the client, causes damage during the Event or is responsible for any other loss suffered by Marber LLC in connection with the Event, the client agrees to fully indemnify and hold Marber LLC harmless from all liability against any losses, claims, liabilities, expenses, and/or fees of Marber LLC in relation to the same.
11.4 The client undertakes to take out all necessary insurance (notably civil liability insurance) to cover any damage that may result from the Event.
12. ORDINARY TERMINATION
12.1 Subject to early termination in accordance with Article 13 of these GTC, the Contract shall automatically terminate upon completion of the Services.
12.2 Without limiting any other rights, each party has the right to terminate the Contract by giving the other party two months’ written notice for the end of a month.
13. EXTRAORDINARY TERMINATION
13.1 The right of each party to terminate the Contract for just cause is reserved. For the purposes of these GTC, the following circumstances shall notably be considered just cause for termination:
– serious breach by a party of its obligations which has not been remedied within a period of 30 days following receipt of a notice of default from the party intending to terminate;
– opening of bankruptcy or debtrestructuring proceedings within the meaning of the Federal Law on Debt Enforcement and Bankruptcy (LP) against the other party;
– change of control within the other party, it being understood that (in this context) control of a party belongs to the person holding the majority of voting rights or capital.
14. CONSEQUENCES OF TERMINATION
14.1 In the event of termination of the Contract for any reason whatsoever:
– the client must pay all amounts due to Marber LLC until termination in accordance with art. 8 GTC;
– any action for damages by either party is reserved;
– the obligations described in these GTC shall continue to bind the parties after the end of the Contract or its termination for any reason whatsoever;
– clauses that expressly or implicitly take effect after termination will remain in full force and effect.
15. JURISDICTION AND APPLICABLE LAW
15.1 These GTC are subject to Swiss law.
15.2 For any dispute arising from these GTC, the competent court shall be the one at the registered office of Marber Sàrl, with recourse to the Federal Tribunal being reserved. Marber Sàrl reserves the right to sue the client at their place of domicile.
16. LANGUAGE
The French version of these GTC prevails.
