1. THE PARTIES
The party listed under ‘CUSTOMER IDENTIFICATION, hereinafter referred to as the ‘CUSTOMER’, grants the company LB SRL with registered office in Bergamo, Via Grumello, 43 (Italy), VAT No. 04258280165, hereinafter referred to as the ‘COMPANY’ - operating under its own trademark ‘ACCAELLE Events’- an irrevocable and exclusive contract for the planning and artistic direction of its event, as better described and commonly agreed upon below.
2. CUSTOMER DATA, DOMICILE ELECTION, NOTES
For any communication, the CUSTOMER listed at the top of the page elects his domicile as the one listed at the top of the page. Any contract exceptions written mechanically in the ‘NOTES’ section and identical on both original copies in the possession of the PARTIES shall take precedence over the following contractual conditions.
3. NATURE OF THE CONTRACT
The CUSTOMER expressly accepts and declares that he/she is aware that this contract refers to the services referred to in point 4 below, in complete release from the activity carried out by third parties involved in the organisation of the CUSTOMER'S event that is the subject of this contract, such as subcontractors or third parties involved for any reason. This contract is also to be understood as an official delegation of the CUSTOMER towards the COMPANY, for the performance of the activities, all of them, related to the organisation of the event, throughout its duration: in the preventive phase (for requests, permits and general documents), in the execution phase on the day of the event (for all activities necessary for the execution of the event itself), and in the final phase for all ‘post-event’ fulfilments, such as but not limited to: validation of final adjustments, validation of any shortcomings or damages, etc.
4. SERVICES PROVIDED BY THE COMPANY
The CUSTOMER expressly accepts and declares that he/she is aware that the COMPANY provides the exclusive sale of a consultancy service in the field of event organisation, released from the activity of third parties, as well as the corresponding on-site support during the event itself, which shall be understood to apply even if certain services are invoiced directly by the COMPANY but subcontracted to third parties. The nature of the project carried out by the COMPANY is subject to exclusivity and is intellectual property of the COMPANY; the CUSTOMER has no title to it. If the CUSTOMER intends to publish, in any form whatsoever, material relating to the event (for example, but not limited to: photographic material, videos, etc.), this publication, even if on social media, must mention the COMPANY and its social account (Facebook: AccaelleEvents and Instagram: accaelle_events).
As this contract is not dependent on the activity of third parties, the CUSTOMER expressly grants the COMPANY and its administrators and employees the most complete indemnification, as of now, with regard to any liability (ascertained or to be ascertained) of third party suppliers involved in the organisation and implementation of the event that is the subject of this contract, such as, but not limited to: catering, musical accompaniment, wedding favours, flower arrangements, entertainment services, etc. In addition, the CUSTOMER expressly grants, as of now, the most complete indemnity in favour of the COMPANY, of its administrators and employees, with regard to any liability (ascertained or to be ascertained) as a consequence of force majeure or for any liability (ascertained or to be ascertained) not directly dependent on the COMPANY.
6. EXCLUSIVITY AGREEMENT
By signing this contract, the CUSTOMER unconditionally accepts, as of now, the absolute prohibition of giving other mandates to third parties whose activities are those performed by the COMPANY. In the event that this is not due to the will and/or fault of the CUSTOMER, this contract shall be deemed to be terminated prematurely due to his fault with the same consequences as set out in point 9 below. The exclusivity shall be deemed to have been breached through the fault of the CUSTOMER even following its withdrawal from this contract. Failure on the part of the CUSTOMER to comply with the obligation to observe the exclusivity shall also result in the CUSTOMER being charged the full agency fee, as indicated in point 8.1 below.
7. TACIT SUBSCRIPTION
In addition to the express signature of this contract by the CUSTOMER, the contract shall be deemed to have been duly and tacitly signed following the payment by the CUSTOMER of the related deposit, which must be paid to the COMPANY within 7 (seven) days of the sending of the related pro-forma invoice or tax invoice.
8. RATES, DEADLINES, PAYMENTS AND CREDIT ASSIGNEMENT
The CUSTOMER expressly declares that he/she is aware of and considers congruous all the fees and the related invoicing/payment methods applied by the COMPANY or its partners/subcontractors for the services covered by this contract. In detail, they are:
8.1 Agency Fees:
That is, the fee for the services covered by this contract, deemed to be the intellectual property of the COMPANY. This fee is commonly agreed to be equal to 15% (fifteen percent) excluding taxes, of the total final cost/value of the event, with a minimum applicable amount of EURO 5.000,00 (five thousand) excluding taxes. For the purpose of calculating the Agency Fee, no distinction shall be made as to the nature and/or origin of the suppliers and services involved in the event, which is the subject of this contract. Should it not be possible, for any reason whatsoever, to reconstruct the correct value of the event for the purpose of calculating the Agency Fee, the COMPANY shall proceed ex officio and autonomously to the estimate and consequent unquestionable assessment of its own Agency Fee, in addition to any refund/compensation. Any change to the initial project requested by the CUSTOMER, for any reason whatsoever (such as but not limited to: force majeure, change of location, change of suppliers, change of setting/ atmosphere, etc.), beyond the deadline of 4 (four) months before the agreed event start date, shall be subject to new additional fees which shall be communicated in advance to the CUSTOMER and subsequently charged to him/her. The following are explicitly excluded from this fee: any refunds as per point 8.2 below; any compensation as per point 8.3 below; supplementary and accessory services as per point 8.4 below; as well as the final adjustments as per point 8.5 below.
Any refunds that the COMPANY, or its partners/subcontractors, incur for the purpose of its contractual obligations ( e.g. descriptive but not limited to: indemnities for the use of its own car in accordance with the ACI tables, motorway tolls, fuel, travel and transport costs, food and accommodation where required, etc.) shall be the exclusive financial responsibility of the CUSTOMER. As well as any non-calculable compensation for which it is responsible.
As the commissioner of the event, the CUSTOMER hereby constitutes an unlimited guarantor, also being jointly and severally liable for his guests, for any damage caused by the latter or by him/herself to the COMPANY or its partners/subcontractors (for example, but not limited to: damage to rented equipment, damage to portions of the rented location, etc.). Refunds and compensations are always and in any case due, without exception. The CUSTOMER is obliged to set up a discretionary fund with the COMPANY, quantified by the latter, which must be replenished if exhausted, from time to time and according to the event's development plan. The COMPANY will keep a precise statement of all refunds/compensations and payments in order to ensure maximum transparency for the CUSTOMER.
In compliance with point 4 above, if the COMPANY directly invoices the CUSTOMER for external services provided by third party subcontractors, the same shall be the subject of specific negotiations separate from this contract, the nature and terms of supply of which shall be pointed out from time to time, providing the CUSTOMER with the related offers.
Adjustments are understood to be one or more amounts owed by the CUSTOMER that were not budgeted in advance or that arise at the end of one or more of the related services (for example, but not limited to: a catering surcharge for a higher number of guests than those budgeted, a consequent increase in furnishings or equipment, overtime payment of individual services, refunds and/or expenses that could not be calculable, etc.).
8.6 Credit assignment:
The CUSTOMER, hereby accepts unreservedly, the right of the COMPANY to assign, either in full or in part, any of its credits from the CUSTOMER, of any nature whatsoever, to companies outside the company structure.
8.7 Due dates and terms of payment:
Unless otherwise officially communicated in writing, any payment to the COMPANY or to any third party subcontractors or partners shall be made by the CUSTOMER by bank transfer to the following bank details:
The commonly agreed deadlines are exempt from any statute of limitations; they are:
- Initial invoices, i.e. the invoice for the AGENCY Fee referred to in clause 8.1 above, which may be split into several due dates at the COMPANY's discretion: no later than 7 (seven) days from the signing of this agreement;
- Down-payment invoices for order confirmations of individual services: to the related order confirmations of individual services;
- Invoices for integration of down-payments of individual services and/or commissions: according to the development plan of the event and in accordance with the relevant order confirmations of individual services, or when requested by the COMPANY.
- Invoice for the total balance: no later than 10 (ten) days before the starting date of the event, which is the subject of this contract;
- Invoices for any final adjustments: within 3 (three) days after the COMPANY's notice. The CUSTOMER is aware that the final adjustments, due to the peculiarity of some services, may also be received by the partners/subcontractors several days/weeks after the end of the event.
The CUSTOMER undertakes, as of now, to scrupulously comply with all the deadlines for payments and additional services and any other amount charged to him/her by the COMPANY, in accordance with this contract, being aware that failure to comply with even one of the above deadlines may result in the unquestionable right of immediate withdrawal by the COMPANY, with the CUSTOMER being charged with fault, exercised by means of a simple notice to the CUSTOMER, not subject to any notice period and communicated verbally or in writing by e-mail - ordinary or registered mail. Any termination by the COMPANY due to the fault of the CUSTOMER, entails not only the immediate and definitive cessation of the services of the COMPANY, but also the immediate cessation of each and every service involved in the event which is the subject of this contract, with the definitive loss of the advances paid by the CUSTOMER, except in the case of an assessment of greater damage caused.
8.8 Supplementary payments, such as advance payments:
Depending on the COMPANY's specific requirements (for example, but not limited to: based on the event development plan, based on the subcontractors' payment schedule, based on market circumstances, etc.), the COMPANY may request from the CUSTOMER, who accepts as of now, supplementary payments as advance payments. These integrations, if any, shall be entered in the CUSTOMER's account statement as a credit and shall contribute to his/her final balance. The balance of the event is understood to be the sum of all the items referred to in this point 8 and its subparagraphs. The total of any additional payments made by the CUSTOMER may never exceed the total overall value of the entire event, consisting of the sum of all the costs referred to in point 8 and subparagraphs plus the provision for expenses referred to in point 8.2.
8.9 Payment allocation priority :
Any payments made by the CUSTOMER must be prioritised to cover the COMPANY's claims. In the event that the payments made by the CUSTOMER are in excess of the amounts due to the COMPANY as set out above, but are not integral to the confirmed additional services referred to in point 8.4 above, such services shall not be deemed confirmed, and any advance payment made in respect thereof shall be definitively forfeited by the CUSTOMER.
9. EXPRESS TERMINATION CLAUSE
The contract shall be considered terminated immediately due to the fault of the CUSTOMER, without any obligation to give notice, with the immediate cessation of all the services and supplies involved, as well as the definitive and non-refundable forfeiture of all the amounts paid by the CUSTOMER for any reason, in the following cases:
- if the CUSTOMER extends the payment terms agreed and indicated in this contract and/or in the relevant order confirmations by more than 10 (ten) days, without the express authorisation of the COMPANY.
- if the CUSTOMER does not respect the exclusivity referred to in point 6 above. As a result of this, any amount paid by the CUSTOMER will be retained as a penalty and not refunded. Furthermore, the CUSTOMER undertakes as of now to pay in full the AGENCY RATES and REFUNDS, as expressly described in point 8 above and subparagraphs.
10. EARLY WITHDRAWAL BY THE CUSTOMER
The CUSTOMER has the right to early withdraw from this contract, giving valid reasons for such a choice and complying with the obligation to notify the other party by registered letter with return receipt, giving at least 90 (ninety) day notice. Whatever the reason for the early withdrawal, the CUSTOMER undertakes to pay in full the fees referred to in point 8.1 above, as well as any accrued and unpaid refunds referred to in point 8.2 above. As a result of the early withdrawal opted for by the CUSTOMER, every service of the COMPANY shall be considered by the parties to have been completed without penalties and/or compensation to be paid by the COMPANY, and shall cease without further notice. Any amount paid until then by the CUSTOMER, for any reason whatsoever, shall be retained by the COMPANY and not refunded. The termination by the CUSTOMER, of this contract, entails the non- compliance with the obligation of exclusivity, as set out in point 6 above, with the subsequent charging of the full Agency Fee, as set out in point 8.1 above.
11. REASONS OF FORCE MAJEURE
The CUSTOMER will not hold the COMPANY liable for delays, losses, cancellations and any damage related to events of force majeure. In case of the cancellation of the event, which is the subject of this contract, by governmental decree (e.g. descriptive but not limitative: for pandemics, socio-political events, wars, etc.), the advances paid by the CUSTOMER will be definitively collected by the COMPANY with the express exclusion of any refund or compensation to the CUSTOMER. Alternatively, at the COMPANY's sole discretion, the same event and service may be considered valid, postponed to other dates, where the same suppliers involved lend their unconditional availability. Any amount paid by the CUSTOMER, of any nature whatsoever, may not, on the other hand, be charged to other events or other services, or identical services but carried out by different suppliers and will be definitively forfeited by the COMPANY, following the definitive cancellation of the event. All services and products liable to deterioration (such as, for example, but not limited to: flowers, catering, etc.), and the expenses and refunds incurred by the COMPANY in carrying out its mandate are expressly excluded from the benefit of postponing the date of the event, if granted by the COMPANY.
12. REGULAR TERMINATION OF THE CONTRACT
In the case of an event with a lunch reception, the end of the COMPANY's services shall occur on the same day as the event at 4.00 p.m.; in the case of an event with a dinner reception, on the same day as the event at 11.59 p.m.; in the case of a different event, the end of the service shall be agreed directly with the COMPANY.
13. GENERAL PROVISIONS
The Parties acknowledge that this contract, and each and every one of its articles, has been the subject of specific negotiation between the Parties.
14. INDEMNIFICATION FOR COVID-19 PANDEMIC
The CUSTOMER expressly indemnifies the COMPANY in its widest form, also towards third parties, with regard to any responsibilities arising from or deriving from the management of the ‘COVID-19’ health emergency, in relation to the event that is the subject of this contract, personally and directly assuming all burdens and/or responsibilities in this regard, expressly declaring that he/she will comply with all the regulations in force at the time of the event, regarding: social distancing, individual protection devices, sanitation of the environments and equipment, and any other procedure imposed by the authorities for general safety. The CUSTOMER is also obliged to draw up and maintain, for the time required by law, a complete and detailed list of all the people (guests and workers) involved in his event, and to appoint a ‘Covid Officer’ to coordinate all the procedures and protocols imposed by law. Optionally, and against payment of the relative cost that may be quoted to the CUSTOMER, the latter may ask the COMPANY to provide the ‘Covid Officer’ service, which consists in the supply of equipment and personal protective devices, intended to comply with the regulations on the prevention of the spread of the COVID-19 pandemic, as well as of personnel appointed to supervise compliance with the relative rules and protocols, without this entailing any exoneration of responsibility on the part of the CUSTOMER as responsible of the event.
15. COMPENSATIONS AND DISPUTES
Any modification of this contract, whether handwritten or printed, shall be deemed null and void by the parties. In the event of any ascertained liability on the part of the COMPANY, the CUSTOMER expressly agrees and accepts that such liability shall be limited overall exclusively to the amounts paid by the CUSTOMER referring solely to the agency fees referred to in point 8.1 above, excluding all other subjects - damages for loss of earnings, business, contracts, income, savings and/or other profit. This contract, which is drawn up in English in order to correctly express the will of the parties, and all the annexes that form an integral part of it, is governed by the laws of the Italian State. Any disputes that may arise in relation to the validity, interpretation, execution or termination of this contract shall be devolved to the exclusive jurisdiction of the Court of Bergamo or another Court designated by the COMPANY, including foreign courts, if the CUSTOMER's domicile is outside Italy. This contract shall be understood to be valid in its entirety, even following the possible annulment by the Authorities of one or more clauses contained herein.
Pursuant to Article 1341-subparaghraph 2 of the Civil Code, the undersigned also declares his or her specific approval of the following contractual terms and conditions: 3-NATURE OF THE CONTRACT - 4 SERVICES PROVIDED BY THE COMPANY; 5 - INDEMNIFICATION; 6 – EXCLUSIVITY AGREEMENT; 7 - TACIT SUBSCRIPTION; 8 AND SUBPARAGRAPHS - RATES, DEADLINES, PAYMENTS AND CREDIT ASSIGNMENT; 9 - EXPRESS TERMINATION CLAUSE; 10 – EARLY WITHDRAWAL BY THE CUSTOMER; 11 – REASONS OF FORCE MAJEURE; 14 – INDEMNIFICATION FOR CODIV-19 PANDEMIC; 15 - COMPENSATIONS AND DISPUTES.