General Terms and Conditions of Sale

Scope:
These General Terms and Conditions govern the relationship between European Sport Communication S.A. (ESC), holder of establishment authorizations No. 90582D and E, with its registered office at L–9991 Weiswampach, 53 Gruuss-Strooss, and its Clients.
All services provided by ESC are governed by these General Terms and Conditions of Sale (GTCS) and payment, to which the Client fully and unconditionally agrees, except where otherwise specified in writing and accepted by both parties.
For sales made via ESC’s website, specific GTCS are available online.
Prices:
Depending on the complexity of the services requested, ESC will either provide a simple quotation or a more detailed estimate. This estimate may vary based on modifications approved by the Client and/or, for events held outside the Eurozone, due to exchange rate fluctuations actually incurred by ESC when settling payments with various parties involved in the event.
Payment:
All ESC invoices must be paid by bank transfer by the due date indicated on the invoice, unless otherwise expressly agreed in advance between ESC and the Client.
In the event of a dispute, the Client must contest the invoice in writing within 15 days of its sending date; otherwise, the invoice shall be deemed accepted without reservation.
Failure to comply with the payment terms will automatically trigger a legal surcharge for late payment penalties, applicable from the day following the invoice due date, equal to one and a half times the legal interest rate in effect at the time of payment. Penalties will be calculated on the outstanding balance and will be payable upon simple written demand by ESC, without prejudice to any other legal action for recovery of damages.
Cancellation:
This clause applies except in cases of force majeure as defined in Clause 10.
If ESC cancels an event without any fault of the Client, the Client shall be reimbursed any amounts already paid within 10 days of cancellation, without prejudice to any other compensation to which they may be entitled.
However, the Client is not entitled to compensation if the canceled contract was conditional on a minimum number of participants, the Client was informed of this prior to purchase, and ESC canceled in writing due to insufficient participants, up to 7 days before the event start date.
In the case of cancellation by the Client, or by ESC due to the Client's fault, the Client must bear all costs and expenses incurred by ESC in preparing the service. These include reconnaissance costs, reservation fees, agency services, and any other expenses duly justified by ESC.
The Client must also pay ESC and the various service providers a lump-sum compensation for damages.
If helicopter transfers are included in ESC's services, and external factors make flights impossible (with the pilot being the sole judge), the helicopter setup and immobilization costs remain payable by the Client, regardless of any alternative solution proposed and accepted.
The payment conditions outlined in Clause 3 above remain applicable.
Obligations of the Parties:
To enable ESC to successfully complete its mission, the Client agrees to:

Define, in collaboration with ESC, a clear set of specifications delineating the scope of the mission.
Provide ESC with all necessary support or material (graphic, promotional, etc.) required for the mission.
Facilitate communication between ESC and the Client’s representatives to promptly address any issues or clarifications needed.

In return, ESC commits to work transparently with the Client, providing, upon simple request, any qualitative or quantitative information related to the mission.

Intellectual Property:
Unless otherwise agreed in writing, the provision of services by ESC does not entail any transfer or assignment of intellectual property rights or copyrights.
All materials provided by the Client remain their property. Likewise, all existing graphics or those created specifically for the Client shall remain their property, even though ESC may use the Client's name and branding to successfully complete the mission.
Conversely, any concept, event, or creation imagined or proposed by ESC remains the sole intellectual property of ESC and cannot be claimed by the Client.
Confidentiality:
ESC undertakes to:

Maintain strict confidentiality regarding any information marked as confidential by the Client.
Not disclose any information about the mission or services performed to third parties.
Return any documents or materials provided by the Client at the end of the mission.
Ensure that its employees, representatives, and collaborators comply with these confidentiality rules.
Sign a separate confidentiality agreement if requested by the Client.

Information shall not be considered confidential if:

It is publicly available, regardless of medium.
It was already in ESC’s possession before disclosure by the Client.
It was independently developed by ESC.

Reference Use:
The Client expressly agrees that ESC may cite the Client and reproduce their trademark and logo in any commercial document or on ESC’s website as a client reference, exclusively for that purpose.
Liability and Insurance:
It is clearly understood that ESC is bound only by an obligation of means in the performance of its services.
ESC has taken out the following insurance policies:

A civil liability insurance covering non-contractual damages caused to third parties and contractual damages, with AMLIN Insurance SE, policy No. LXX048420.
An insurance policy covering bodily, material, and immaterial damage to third parties with AXA Assurances Luxembourg S.A., contract No. 26/0109867.
A financial guarantee covering, in case of insolvency or bankruptcy, the reimbursement of Client payments and possible repatriation costs, with AMLIN Insurance SE, contract No. LXX051340.

ESC may also, at the Client's request, arrange cancellation insurance and/or assistance–repatriation insurance.
ESC is a member of ULAV (Union Luxembourgeoise des Agences de Voyages), part of the CLLV (Commission Luxembourgeoise des Litiges de Voyages).
If ESC, its representatives, employees, or collaborators are proven to have caused damage, ESC commits to make all reasonable efforts to ensure the Client’s compensation through its insurance policies.
In return, the Client waives any claims against ESC and its insurers and agrees to indemnify ESC against any third-party claims arising from the service.
In any event, the total compensation that the Client could claim from ESC will be limited to the amounts provided by law or covered by the above-mentioned insurances, and in all cases to the actual amount received by ESC.

Force Majeure:
It is expressly agreed that force majeure suspends the obligations of the affected party.
Force majeure means any abnormal and unforeseeable event beyond the control of the affected party, making it impossible to perform its obligations despite all reasonable efforts.
Severability:
If any provision of these GTCS is found to be invalid, the remaining provisions shall remain in full force and effect. ESC and the Client agree to interpret the clause in line with the general spirit of these GTCS.
Furthermore, ESC’s failure to enforce any provision at any given time shall not constitute a waiver of its right to enforce the same provision later.
Disputes:
In case of any dispute arising from the interpretation or performance of these GTCS, the parties agree to make their best efforts to resolve the matter amicably.
Applicable Law and Language:
These GTCS, any quotation, contract, or specifications, and all contractual relationships between ESC and the Client are governed by Luxembourg law.
The contractual language is French. In case of interpretation difficulties, the French version prevails over any translation.
Any disputes unresolved amicably under Clause 12 will be submitted to the Commercial Court of the jurisdiction where ESC’s registered office is located.
Personal Data:
ESC complies with European Directive 2016/679 on the protection of personal data. For more information, please visit our website european-sport.net under the "Privacy" section.