As of November 2024
These General Terms and Conditions (“GTC”) govern the relationship between insglück Gesellschaft für Markeninszenierung mbH, Bülowstrasse 66, D‑10783 Berlin, Germany, represented by its Zurich branch, c/o Westhive AG, Seestrasse 353, 8038 Zurich, Switzerland, as service/construction provider (hereinafter: “Contractor”), and the recipient of its services/work (hereinafter: “Client”). The contractual relationship is concluded in the name and on account of the Contractor, represented by the Zurich branch.
The following conditions apply to all services provided by the Contractor—subject to deviating individually agreed terms, which, unless expressly stated in the individual contract, require at least text form (e‑mail is sufficient) to be effective.
These General Terms and Conditions in their version valid at the time of contract conclusion are an integral part of all agreements the Contractor enters into with the Client regarding its offered deliveries or services. The currently valid version can be accessed at https://swiss.insglueck.com/en-ch/gtc or requested from the Contractor. They also apply to all future services or offers to the Client, even if not expressly agreed again.
Form-based references to general or purchasing terms of the Client are hereby objected to. General or purchasing terms of the Client or third parties do not apply, even if the Contractor does not expressly object to their applicability in individual cases. Even if the Contractor refers to a letter that includes or refers to such terms, this does not imply acceptance of their content.
All offers by the Contractor are non-binding unless expressly indicated as binding or include a specific acceptance deadline.
If the parties have entered into an individual agreement on mutual services related to the project (the “Project Agreement”), this—especially in case of conflict with these GTC—takes precedence along with its annexes. Amendments and additions to the agreed terms, including these GTC, must be in text form at minimum to be effective, unless written form is expressly required. Oral agreements between the parties become contractual only if one party notifies the other in writing (or text form if agreed) within 48 hours, and this is confirmed in writing (or text form) by the other party within a further 48 hours. Except for managing directors or authorized signatories (Prokuristen), Contractor personnel are not authorized to make oral commitments deviating from the written agreement.
The Contractor shall perform all services listed in the Project Agreement. If no such agreement exists, the services specified in the preliminary cost estimate are deemed agreed.
The Contractor provides both its own services (“Agency Services”) and—if required—bridges to other service providers or coordinates them (“Third‑party Services”; together “Project Services”). The Client pays a handling fee of 15 % of the net amount of the ordered Third‑party Services. Contracts with third parties are concluded directly between those third parties and the Client.
Agency Services typically consist of four phases:
- Pitch/Concept and basics (already completed)
- Planning and preparation
- Implementation
- Follow‑up / final billing
Specifications of the Contractor regarding delivery items (e.g., dimensions, weights, load capacity, usage values, tolerances, technical data), and representations thereof (e.g., drawings, illustrations), are approximate unless exact conformity is required for the contractually intended use. They do not constitute guaranteed qualities but rather descriptions or labels of the service or service component. Commercially customary deviations, legal‐driven deviations, technical improvements, or substitution with equivalent components are permissible if they do not impair usability for the intended purpose.
The Contractor is entitled to transfer its performance obligations under this contract entirely or partially to third parties (e.g., subcontractors) without prior consent from the Client.
The Client alone is responsible as event organizer. Obtaining regulatory approvals, concessions, or other permissions necessary for the event lies with the Client, unless otherwise agreed individually.
Changes and/or expansions of the scope of the assignment require separate written (or text form) authorization by the Client. Requests by the Client and offers by the Contractor regarding changes/expansions must be confirmed in writing (or text form). Additional services not covered by the agreement must be compensated separately by the Client.
Deadlines and timeframes for services of the Contractor are binding only if they are expressly and in writing (or text form) agreed as fixed deadlines.
The parties shall promptly inform each other if they believe there is a risk of missing agreed deadlines—even if not fixed.
If no specific fixed deadline is agreed, the stated delivery/performance date is approximate and only serves as a guideline.
If the Client requests changes or rearrangements after contract conclusion, even fixed deadlines may lose binding effect. The same applies to delays due to reasons beyond the Contractor’s control—especially non‑timely provision of documents, materials, or items by the Client.
In the pitch and concept phase, the Contractor prepares a preliminary cost estimate (“Rough Cost Estimate”). Estimates for Third‑party Services are based on received quotes or, if none are available, on the Contractor’s estimate. Such non‑binding estimates are labelled as “budgeted values.”
The Client acknowledges that the Rough Cost Estimate is only preliminary and may be adjusted during planning and execution. The Contractor will continuously update the Rough Cost Estimate (“Budget”) to reflect changed circumstances or Client requests.
The updated Budget will be forwarded to the Client in text form. If the Client does not object in text form within three working days, the updated Budget is deemed approved.
Should the Client wish to reduce budgeted Third‑party Services, the parties shall seek mutual agreement. Adjustments to budgeted Third‑party Services require text‐form agreement. The agency fee remains unaffected by reductions in Third‑party Services.
Additional services beyond the specified project services must be separately ordered and paid for. Associated additional costs will be communicated in text form by the Contractor and must be separately approved in text form by the Client. In urgent cases, the Contractor may immediately charge for necessary or beneficial expenditures, provided they are reasonable and aligned with the Client’s interest or presumed intent (Art. 422 para. 1 Swiss Code of Obligations).
Additional efforts in Third‑party and/or Agency Services arising from the Client’s failure to fulfil cooperation duties or from event changes not caused by the Contractor (e.g., location/time changes) are fully borne by the Client. Applicable rate sheets on the day of service execution apply.
The parties shall closely cooperate and amicably resolve any disputes during contract performance.
They agree that joint meetings—including with third parties—are required for contract fulfilment. Parties commit to participate, provided requests are reasonable and not unreasonable. The Client may not charge or demand cost reductions for such participation.
If the parties agree on modifications to an issued order, the Contractor will send a corresponding change notice in writing/text form. If incorrect, the Client must object with deviations immediately. If the Client does not object within 5 working days, the change is deemed confirmed.
The Client must provide all data and information required for organization, execution, and completion of the event, and guarantees entitlement to transfer and use such data and information.
Parties commit to fulfilling cooperation duties within reasonable timeframes. If one party depends on provision of materials/documents etc., they shall notify the other party promptly and specify latest date for provision.
Missed deadlines in fulfillment duties entitle the other party to adjust its own deadlines accordingly.
All prices are in Swiss francs or euros, exclusive of statutory taxes and public charges, unless otherwise indicated.
Applicable daily rates for Contractor services are set in the Project Agreement and/or cost estimate.
The Contractor may pass on price increases from manufacturers or suppliers affecting contract performance.
The Contractor may bill individual service positions and incidental costs as flat rates, such as communication or office fees.
Invoices are payable within 14 days without deduction, unless otherwise agreed in writing. The payment date is the date of receipt by the Contractor. Defaulting Client obligations accrue interest at 9 % p.a. from the due date. Higher interest or damages remain reserved.
If Contractor services require acceptance under service contract rules or if acceptance is agreed, the Contractor shall notify Client upon completion and schedule an acceptance appointment. If the overall service is built on accept‑able partial services, the Contractor may request acceptance of these.
The Client is required to attend the acceptance appointment or be represented by an authorized deputy.
Any defects found at acceptance are recorded in writing and a timeframe for correction is agreed. Further defect rights (withdrawal or reduction) are expressly excluded.
Acceptance of the event should occur at the first rehearsal, at the latest at the general rehearsal.
The Client understands that acceptance appointments may be scheduled at short notice, possibly one hour before the event start, pursuant to Art. 367 para. 1 Swiss Code of Obligations. If the Client fails to attend, the deliverable is deemed accepted.
With acceptance of an event, related services are also deemed accepted, unless defects were reported beforehand in text form.
If the Client uses or implements the service (or part of it) without prior formal acceptance, acceptance is deemed to have taken place through use, unless defects preventing acceptance were reported beforehand.
Contractor materials/items are sent at the expense and risk of the Client unless otherwise agreed. Unless otherwise instructed, shipping is chosen by the Contractor, without liability for speed or cost. Desired or necessary packaging is charged separately. For Client-initiated or arranged shipments, insurance is provided only upon explicit instruction at the Client’s cost. All accidental loss, damage, or deterioration risk passes to the Client once items are handed to the carrier.
Client-shipped or provided materials must be delivered on time, at the Client’s expense. The Contractor is not obliged to return them. If return is commissioned, return costs and risk are borne by the Client, starting from the return location.
If ready-for-shipment goods cannot be dispatched due to reasons the Client is responsible for, accidental loss/damage risk passes to the Client on the day goods are ready for shipment.
Shipment of Client’s exhibits is subject to the same conditions.
Materials stored by the Contractor under written agreement are insured at replacement value against fire, water damage, and burglary during the agreed storage period, at the Client’s expense.
The Client may offset or exercise a retention right only if their counterclaim is legally established or acknowledged by the Contractor and is closely related to the Contractor’s claim.
Assignment of rights or obligations by the Client requires prior text-form consent from the Contractor.
Technical infrastructure, furniture, decorations, or other items loaned or rented by the Contractor must be treated carefully and returned immediately after the event in proper condition.
Parties will agree separately on additional rental fees if not already in the cost estimate. Unless otherwise agreed, rental is charged per calendar day. Rental begins upon handover and ends upon return. Late return by the Client incurs an additional full-day rental fee per day. The Contractor reserves the right to claim further delay damages.
The Contractor may require a reasonable deposit for the duration of the loan or rental.
For damages, the Client is liable, regardless of fault, in full.
The Contractor has unlimited liability for intentional or grossly negligent damages.
For slight negligence, liability for direct damage is limited to the contract value and only applies if a duty of care was breached.
Any further liability, especially for indirect or consequential damages (lost profits, savings, additional expenses, third‑party claims), is expressly excluded.
These liability limitations do not apply to injury to life, body, or health.
Unless agreed otherwise, the Contractor is not liable for Client-supplied items.
Where liability is excluded or limited for the Contractor, this also applies to its organs, employees, representatives, and agents.
The Client bears full risk if third parties commissioned in the Contractor’s name do not deliver properly, provided selection criteria were set by the Client or after Contractor’s tender, the Client chooses. In all cases, the Contractor will endeavour to ensure proper fulfilment in good faith. If contracts are between the Contractor and third parties, the Contractor assigns any claims against them to the Client.
The Client assumes the risk of insolvency or bankruptcy of third parties it commissioned and will fully indemnify the Contractor for justified claims from Third‑party Services, if the Client specified criteria or selected them himself after Contractor’s tender.
The Contractor hereby grants the Client exclusive, non-transferable, simple usage rights to project deliverables created specifically for the Client, limited in content, time, and place to promotion and execution of the event. Further usage requires express consent and separate compensation.
For other deliverables not created exclusively or developed from prior know‑how, the Contractor grants simple usage rights likewise limited to promotion/execution.
If third-party usage rights are required (images, film, media, music, artists), the Contractor obtains simple usage rights and grants them to the Client to the same extent. Extended rights can be acquired upon request and extra fee. The Client must notify such requests in good time (at least 4 weeks before the event).
All proposals, plans, drafts, drawings, manufacturing and assembly documents, concept descriptions, and media remain the Contractor’s property, even if handed over, and are protected trade/business secrets. The Client agrees not to reproduce, distribute, modify, pass on, copy, reverse-engineer, or use these materials.
If the Client provides materials for project fulfilment, the Client guarantees that no third-party rights will be violated through their use. The Client indemnifies the Contractor from any claims and associated legal defense costs.
Usage rights are conditional upon full payment of all due liabilities by the Client.
Ownership of any deliverable remains with the Contractor until full payment of all liabilities.
The parties agree to treat all information—technical, commercial, intentions, experiences, drawings, documents, including prior results—received during collaboration as strictly confidential, even after contract termination. They must protect it from third-party access and refrain from independent IP filings.
Such confidential information may only be shared with third parties with prior consent and under confidentiality obligations.
These confidentiality obligations do not apply to information already known by a party before disclosure, independently developed, lawfully obtained, or that becomes public without breach.
The parties will ensure that employees, freelancers, assistants, and third parties involved in contract performance also maintain confidentiality.
Upon contract termination, all confidential information must be returned or irreversibly deleted, including copies.
The Contractor is generally permitted to use the event for self-promotion (e.g., on its website) using any protected trademarks or logos of the Client, with prior coordination. The Contractor may record the event and use recordings, including any protected Client brand identifiers with background information, for internal documentation and, with the Client’s express consent, for its own PR. Both parties shall cooperate in obtaining any required consents. Data protection rules apply.
If requested by the Contractor, the Client must credit the Contractor as agency in all public representations related to planning or executing the event.
The Client may terminate the contract at any time, up to the conclusion of the event.
If the Client fully or partially terminates per this paragraph, the Contractor is entitled to the agreed fee. For work contract services, the Contractor must offset any savings or mitigation of duty from cancellation.
Additionally, the Contractor is entitled to reimbursement of expenses incurred in reliance on contract fulfilment and for third‑party services engaged. The Contractor will attempt to mitigate costs (e.g., by terminating such contracts), but cannot guarantee success.
Termination for cause remains unaffected. Cause includes serious breaches by the Client—for example, misrepresenting financial capability; non‑payment; failure to cooperate; failure to accept performance after repeated requests.
In case of termination for cause by the Contractor or withdrawal due to reasons attributable to the Client, the same rules apply. The Client may prove no or lower damage; Contractor may assert further claims.
Confidentiality obligations under section XIV remain unaffected upon termination.
The parties are released from obligations if performance is prevented by force majeure.
Force majeure is any external, unforeseeable event caused by natural forces or third-party actions that cannot be prevented by reasonable care and cannot be reasonably expected to be accepted by the Contractor. Included are war, revolution, rebellion, riot, strikes, lockouts, terrorism, embargo, sanctions, epidemics and pandemics (excluding the ongoing COVID‑19 pandemic since 2019), disasters like fire, hurricane, earthquake, landslide, power or telecom outages, and official orders. Disruptions from subcontractors apply only if they are themselves prevented by force majeure.
The parties will promptly notify each other of any force majeure event and its impact. They will agree on further proceedings.
If performance becomes impossible due to force majeure, the affected party may terminate the contract. Unless otherwise agreed, the Contractor is entitled to fees and reimbursement of expenses as in XVI. The Client’s right to terminate per XVI. remains unaffected.
Place of performance and jurisdiction for disputes arising from the contract is the seat of the Contractor’s Zurich branch. The Contractor may also sue the Client at its own location. Mandatory rules on exclusive jurisdiction remain unaffected.
Swiss substantive law applies exclusively, excluding the UN Convention on the International Sale of Goods (CISG) and international private law.
If any provision is or becomes invalid, this does not affect the validity of remaining provisions. Invalid provisions are to be replaced by valid ones that best reflect the intended content. Gaps are filled by provisions that the parties would have agreed under the contract’s economic objectives and purpose had they known of the gap.