1. These general terms and conditions govern the relationships between European Sport Communication S.A. (in brief ESC), established under licences 90582D and E, which head offices are located in L – 9991 Weiswampach, 53 Gruuss-Strooss, and its Clients.
All our provisions of services are based on these general terms and conditions (GTC), to which Client declares to subscribe to in full, except in case of different arrangements made in writing and agreed by both parties.
In case of sale through our Internet site (www.european-sport.net) other specific GTC are available on it.
2. Price: depending on the complexity of the event to manage, ESC can give Client a simple offer or provide him with a more or less detailed quotation. This can vary (up or down) depending on modifications requested by Client and/or, for events happening outside of Euro zone, exchange rates really borne by ESC when paying the various subcontractors to the event.
3. Payment: all invoices are payable at the maturity date reported on the invoice, except in case of previous and written agreement between ESC and Client. In case of disagreement, Client has a 15 day delay to contest in a written form the invoice. After this delay, any protest will be considered null and void.
Lack of respecting the payment conditions mutually agreed, a legal additional charge will automatically apply, as late payment penalty, starting from the maturity date reported on the invoice and equal to one and a half times the legal interest rate in force the day payment is due. Penalty is calculated and due on the amount still left at maturity date on simple written demand by ESC, without prejudice to any other lawsuit to compensation.
4. Cancellation: this clause applies, except in case of force majeure, as set forth on point 10.
In case of cancellation by ESC before the event and without any Client’s fault, he will be reimbursed in full of any amount paid, within 10 days starting the date of cancellation without prejudice to damages he might claim. Contrariwise, Client is not entitled to any damage when ESC cancels the contract if the realization is subject to a minimum number of people participating, if ESC previously informed Client about this condition and if ESC cancels it in writing at least 7 days before the event should start.
If Client decides to cancel or if ESC has to do it because of a Client’s fault, he will have to pay for the whole fees and expenses supported by ESC to successfully carry on the mission it was entrusted to. The payment will include reconnaissance fees, the amounts paid to subcontractors for bookings and any other expense that ESC can prove. In addition, he will owe ESC and all subcontractors playing a part in the mission a penalty for damage.
In case of ESC provision of services foresees any helicopter transfer, if one or several factors prevent helicopter take-off (the pilot being sole judge), fees for helicopter set-up and craft standstill will be charged to Client, notwithstanding any alternative solution provided by ESC and agreed upon by Client.
It is agreed that previous payment conditions seen in point 3 apply.
5. Duties of the parties: to allow ESC to carry successfully on the missions entrusted to, Client undertakes to:
ESC undertakes to work in a perfect transparency with Client, giving him at his first demand any either qualitative or quantitative information he‘d like to receive.
6. Intellectual property: except in case of previous written agreement signed by both parties, the realisation of one or several provisions of services cannot imply any transfer of intellectual property or copyright. Therefore, any promotional and/or graphic means given by Client to ESC will remain his property. In the same way, any graphic already created or imagined for the circumstance and directly related to the Client will remain his own property even if, merely in entrusting ESC to, ESC is allowed to use Client’s name and graphic standards
Likewise, any concept or event imagined, created or suggested by ESC will remain its own property and Client will not claim for it.
7. Confidentiality agreement: for any provision of services entrusted to ESC, it undertakes to:
Must not be considered as confidential information that is:
8. Reference: Client clearly agrees that ESC can hold him up and his brand and/or his logo can be shown on any commercial document or Internet site of ESC for reference, and only in this case.
9. Responsibility and insurances: it is clearly understood and agreed to that ESC has only an obligation of means to carry successfully on the missions or provisions of services it is entrusted to.
ESC subscribed the following insurance policies:
If it can be proved that ESC, so as its legal representatives, employees or contractors have made a fault that could involve its responsibility and could have been harmful towards a Client, ESC undertakes to make its best efforts for one or several of the hereabove insurance companies to cover the possible Client’s damage.
In return, Client agrees to give up in suing ESC and its insurance companies and grants ESC from any appeal from a third party for any possible injury ensuing from using and/or participating to provisions of services provided by ESC.
Moreover, in any case, the aggregate amount of compensations Client might claim in case of ESC responsibility is established, cannot exceed the amount provided by law or covered by the hereabove insurance policies and will always be restricted to the amount really received by ESC.
10. Hardship clause: parties clearly agree and understand that cases of force majeure suspend automatically obligations of one party to the other.
A case of force majeure is an event which is simultaneously irrelevant to the concerned party, unusual, unpredictable and results in an impeachment for the party to comply with its duties, in spite of party’s conscientiousness.
11. Invalid clause: should all or part of any clause to this agreement be declared null and void, other stipulations shall remain in force and effect to their full extent and ESC and Client undertake to understand it in relation with the general spirit of the agreement.
Moreover, ESC’s tolerance, if any, of not taking advantage of a clause of the agreement must not be considered as a waiver of its right to invoke such a clause later.
12. Disputes: in case of any dispute arising from interpretation or execution of this agreement, parties agree to provide their best efforts to resolve it through a negotiated solution acceptable for both parties.
13. Applicable law, jurisdiction and language: these general terms and conditions, any quotation, agreement or mission statement and, more widely, any contractual relationship between ESC and Client are submitted to Luxembourger Law.
Likewise, the only legitimate jurisdiction is in the Luxembourger Courts of ESC headquarters and the one and only applying language is French.