General Terms and Conditions of Sale
Preamble
The present General Terms and Conditions of Sale apply to all services provided by the companies of the DZK group, namely: Cobalt (Sweden, Denmark), Oranje DMC (Netherlands), Blue Chocolate DMC (Belgium), So French DMC (France), Bear on the Beach (Slovenia, Croatia), MiGreece (Greece), and Dizak Ketex (Czech Republic, Hungary, Austria, Romania, Slovakia), hereinafter collectively referred to as “the Service Provider”.
These Terms and Conditions govern the contractual relationship with professional clients only (B2B), in the context of the coordination of events and third-party services delivered in the destination country. The Service Provider acts as a coordinator and agent in the name and on behalf of the Client, pursuant to an express mandate and in accordance with the instructions provided by the Client.
1. Validity of an Offer
Unless otherwise stated, any offer or quotation issued by the Service Provider shall remain valid for the period specified therein. In the absence of a specific validity period, the offer shall be deemed valid for a period of two (2) weeks from its date of issuance. After the expiry of the validity period, the Service Provider reserves the right to amend the price and/or the conditions applicable to its services.
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2. Formation of the Contract – Client’s Acceptance and Commitment
a) The Contract must be established in writing.
b) Communications made by email or any other form of electronic communication shall be deemed written documents.
c) Any written expression of acceptance by the Client, including by electronic means (email or any other form of durable written communication, such as SMS, WhatsApp, etc.), shall constitute full and unconditional acceptance of these General Terms and Conditions of Sale, notwithstanding the absence of a formal handwritten or electronic signature of a contract or quotation.
d) Upon such express acceptance, the Service Provider shall be entitled to consider the agreement as concluded within the meaning of Articles 1113 et seq. of the French Civil Code, and to commence performance of the agreed services.
During the transitional period between acceptance of the offer and formal signature of the quotation or contract, any full or partial cancellation request made by the Client shall constitute a contractual breach. In such case, the Service Provider shall be entitled to invoice a fixed cancellation fee equal to 10% of the total gross amount (including all taxes) of the latest quotation or provisional budget issued, as compensation for the time invested, bookings made, and resources mobilized at the Client’s request. Such indemnity shall be due as of right, without prejudice to any additional compensation in the event of greater proven loss.
This indemnity clause exclusively aims to compensate for preparatory costs incurred for the coordination of services, and shall under no circumstances constitute a commitment by the Service Provider to supply third-party services, which remain under the legal and economic control of the Client.
3. Services
a) The services provided by the Service Provider are described in the Contract. These include the coordination and oversight of third-party services (accommodation, transportation, guides, technical equipment, venue rental, catering, etc.), selected and approved by the Client, who retains full decision-making authority and may modify such services at any time before or during the event.
b) The Service Provider acts solely as a coordinator and intermediary, in the name and on behalf of the Client. The Client remains the sole economic beneficiary of the services. For VAT-registered Clients established in another Member State or in a third country, coordination services are subject to the reverse charge mechanism in accordance with Articles 44 and 196 of Directive 2006/112/EC.
c) The Service Provider shall make every effort to comply with the schedule agreed upon with the Client. However, it shall not be held liable for delays attributable to the Client, to a force majeure event, or to any circumstance beyond its control, including failure or delays by third-party providers, for which such third parties shall bear sole responsibility.
The role of the Service Provider is strictly limited to logistical coordination and supervision in accordance with the mandate granted. It assumes no obligation of result regarding the performance or quality of the services delivered by third parties. This allocation of responsibilities is expressly acknowledged and accepted by the Client.
4. Modification of Services
The scope and specifications of the services may be modified during their execution, at the request of either the Client or the Service Provider. Any such modification must be the subject of a written amendment, duly accepted by authorized representatives of both parties in order to be valid. The amendment shall specify the nature and scope of the additional or revised services, as well as any adjustments to timelines and pricing, where applicable. Exchanges via WhatsApp or other messaging platforms shall be deemed acceptable forms of written communication.
5. Exclusion of the Right of Withdrawal
Given the commercial nature of the Client's business activity and of the subject matter of the Contract, the Client shall not benefit from any right of withdrawal. The terms governing unilateral termination of the Contract are set forth within the Contract itself.
6. Mutual Obligations
a) The Service Provider undertakes to apply all its expertise and know-how to perform the services entrusted to it under the best possible conditions. The Service Provider acts as a coordinator and intermediary, in the name and on behalf of the Client. A separate line item entitled “Organisation & Coordination” is invoiced to cover its services related to supervision, project management, negotiation, and coordination. This constitutes an intellectual and operational service, and shall not be considered a tourism-related service within the meaning of Articles 306 to 310 of the VAT Directive.
b) The Service Provider may, with the Client’s prior consent and instructions, engage subcontractors for the performance of all or part of the services. In such case, the Service Provider acts solely as a coordinator and intermediary, in the name and on behalf of the Client, who retains full authority and final decision-making power regarding the selection of service providers and the validation of services.
The Service Provider remains responsible for the proper coordination, scheduling, and supervision of the subcontractors' interventions but assumes no liability for the effective performance or conformity of the services rendered by said subcontractors. The Service Provider does not act in its own name and does not bear any economic risk related to the services performed by subcontractors.
c) The Client shall provide the Service Provider with all necessary information and documentation required for the proper performance of the services.
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7. Confidentiality
a) Any information relating to concepts, ideas, strategies, processes, specifications, documents, plans, drawings, objects, samples, know-how, intellectual property, as well as any legal, technical, or commercial information, data, or database (collectively referred to as “Information”) disclosed by one party to the other, whether orally or in writing, shall be treated as strictly confidential and may not be disclosed to any third party without the prior written consent of the disclosing party.
b) This obligation of confidentiality shall remain in force throughout the duration of the contract and for a period of one (1) year following the completion of the services.
8. Price – Payment Terms
a) The price of the services is defined in the Contract. The services provided by the Service Provider are itemized on a line-by-line basis, detailing the nature, supplier, and cost of each third-party service, along with a separate line item entitled “Organisation & Coordination” corresponding to the Service Provider’s fees. Each service line is approved by the Client, who retains full authority over the selection and validation of all services.
b) Invoices must be paid within the timeframe specified in the Contract or, failing that, within the deadline indicated on the invoice.
c) Each service shall be invoiced through one or more documents setting out the services rendered, the pricing calculation, and any applicable additional costs.
d) Unless otherwise agreed, payments must be made via bank transfer.
e) In the event of late payment of amounts due in respect of coordination fees or advances for third-party services, the Service Provider reserves the right to temporarily suspend its coordination services. Such suspension shall not constitute a termination of the contract. Statutory late payment interest and a fixed recovery charge shall apply in accordance with applicable legal provisions. This right of suspension shall not entail any transfer of the economic risk associated with the services validated by the Client, who remains fully responsible therefor.
f) The Client may not withhold any payment or claim any set-off, even in the event of a dispute, unless expressly agreed in advance.
g) In accordance with Articles 44 and 196 of Directive 2006/112/EC, the reverse charge mechanism shall apply to B2B clients registered for VAT outside the country of establishment of the Service Provider.
9. Mandate and Representation Clause
a) The Client expressly grants a mandate to the Service Provider to act in its name and on its behalf, exclusively for the selection, negotiation, coordination, and management of services provided by third parties (including providers of accommodation, transportation, catering, activities, etc.) necessary for the performance of the event-related contract entered into between the Service Provider and the Client. The Service Provider shall not, however, be legally substituted for these third-party providers in the performance of said services.
b) In this context, the Service Provider acts solely as the Client’s agent, in accordance with Articles 1984 et seq. of the French Civil Code. All actions relating to third-party services—including selection, negotiation, coordination, and, where applicable, contract conclusion—are carried out on behalf of the Client, based on the Client’s express instructions and subject to its prior approval.
For administrative, practical, or local legal reasons, certain contracts may formally be concluded in the name of the Service Provider. However, in all cases, such contracts are entered into solely in the interest of the Client, who remains the exclusive economic beneficiary of the services and bears full legal and financial responsibility.
The Service Provider does not guarantee the performance of services by third parties and assumes neither the economic risk nor contractual liability in connection therewith. Conditions relating to cancellation, changes, delays, or non-performance are to be settled directly between the Client and the relevant service providers, or shall otherwise remain the Client’s responsibility under the present Terms and Conditions. The Service Provider’s role is strictly limited to coordination, supervision, and logistical support.
c) Certain conditions issued by third-party service providers may be adapted or harmonised by the Service Provider in the context of its coordination mission, without altering the nature of the mandate or the Client’s responsibility with respect to said services.
d) The Client retains full legal and economic responsibility for the services ordered. The Service Provider acts solely as an intermediary and coordinator on the Client’s behalf.
10. Mandate Clause and Administrative Centralisation
a) Express Mandate
The Client expressly mandates the Service Provider, in accordance with Articles 1984 et seq. of the French Civil Code, to act in its name and on its behalf exclusively for the purposes of selecting, coordinating, supervising, and administratively managing the services required for the organisation of the event (accommodation, transportation, catering, activities, etc.), as validated by the Client.
b) Centralisation of Supplier Relations
Under the mandate thus granted and upon the Client’s request, the Service Provider is authorised to centralise payments related to third-party services and to manage the administrative and operational relationships with the selected suppliers.
Such centralisation is intended solely to facilitate the logistical and financial flows related to the event. It shall not be construed as a resale of services in the Service Provider’s own name, nor as a transfer of economic or legal risk in respect of said services.
c) Budget Presentation and Invoicing
Quotations and invoices issued by the Service Provider itemise the services on a line-by-line basis, indicating for each item the nature of the service, the name of the supplier (where applicable), and the corresponding cost.
A separate line, entitled “Organisation & Coordination,” sets out the fees payable to the Service Provider for its negotiation, supervision, and project management services.
This presentation ensures full transparency of the commitments made and a clear separation between third-party services and the Service Provider’s own services.
d) No Sale in Own Name
The contractual configuration described herein shall in no way constitute the sale of a travel package or a buy-sell transaction carried out in the Service Provider’s own name.
The Service Provider acts solely as an administrative and operational agent, strictly within the limits of the mandate received.
The Client remains the sole legal and economic beneficiary of the services, which are performed on its behalf and under its responsibility by the relevant suppliers.
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11. Warranties – Limitations of Liability
a) The Service Provider warrants that its services shall be performed in a professional manner and undertakes to use all reasonable means available to it to comply with the terms of the Contract. However, as an intermediary acting in the name and on behalf of the Client, the Service Provider does not guarantee the performance of services rendered by third parties (hotels, transport providers, etc.).
b) The Service Provider shall not be held liable for indirect damages, loss of profit, or loss of revenue incurred by the Client. Its liability shall be limited to the total amount invoiced for the services in question, except in the event of willful misconduct.
c) In the event of force majeure or if a third-party provider is unable to perform a validated service, the Service Provider may, upon the Client’s request and subject to the Client’s consent, suggest alternative solutions. This faculty does not constitute an obligation of result, nor a guarantee of availability or quality of the proposed substitute services. The Client shall remain solely responsible for deciding whether to accept such alternatives and shall bear all related economic consequences.
12. Client Approval and Control
All third-party services (accommodation, transportation, catering, activities, venue rental, etc.) shall be proposed and submitted for the Client’s written approval prior to execution. The Client retains the right at all times to add, remove, or modify the proposed services, including during the execution phase.
13. Economic and Legal Risk of Third-Party Services
The Client acknowledges and agrees that it bears full economic and legal responsibility for the proper execution of services rendered by third-party suppliers. The Service Provider undertakes solely to coordinate and supervise these services on the Client’s behalf.
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14. Governing Law – Dispute Resolution
a) The Service Provider and the Client undertake to seek, in good faith, an amicable and prompt resolution to any dispute relating to a service, order, contract, or these Terms and Conditions before initiating legal proceedings.
b) Failing such amicable resolution, any dispute relating to the interpretation or performance of these Terms and Conditions shall fall under the exclusive jurisdiction of the courts having territorial jurisdiction over the registered office of the Service Provider.
15. Termination
a) These Terms and Conditions shall remain in force for an indefinite duration.
b) Either party may terminate them by providing written notice to the other party.
c) The notice period shall be three (3) months from the date of receipt of the termination letter.
d) Unless expressly agreed otherwise by the parties, these Terms and Conditions shall remain applicable to all services for which a Contract was concluded prior to the effective date of termination.
16. Force Majeure
a) The performance of the Contract by either party may be affected by events reasonably beyond its control, such as war, governmental regulations, natural disasters, strikes, civil unrest, transportation restrictions, or other emergencies rendering performance unlawful or impossible.
b) In the event of force majeure, the affected party shall not be held liable for the non-performance of its contractual obligations.
c) In such cases, each party shall bear its own costs, including any costs related to the cancellation of third-party services, increased by an administrative fee of 5% for the Service Provider.
d) If the service cannot be performed on the scheduled date, the Client may, if desired, request that the Service Provider explore rescheduling options. The Service Provider may then propose new alternatives, within the limits of its possibilities, without any binding contractual commitment to deliver the services at a future date.
If no agreement is reached on a new project within six (6) months following the prevented event, the originally planned services shall be deemed cancelled.
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17. Personal Data Protection
a) The Service Provider processes personal data provided by the Client for the purpose of fulfilling its contractual obligations, including the administration of access, cancellation, and rectification requests, as well as payment processing and dispute management. The Service Provider acts as the data controller. Its employees and partners (e.g., hotels) are authorised to process such data.
b) The Client is legally responsible for the lawfulness of the personal data it provides.
c) Personal data shall be retained for the duration of the contract and for the legally required retention period thereafter.
d) Failure to provide the required personal data may render performance of the Contract impossible, without the Service Provider incurring any liability in this regard.
e) Data subjects may exercise their rights or lodge a complaint with the competent national supervisory authority.
18. Final Provisions
a) The Service Provider shall not be bound by any modification of these General Terms and Conditions made by the Client, whether mentioned in an order or in any other document, unless expressly approved in writing by the Service Provider. Any amendment to the Contract requested by the Client and accepted by the Service Provider may result in an adjustment to the Service Provider’s prices and service delivery timelines.
b) The failure of a party to exercise, in whole or in part, any of its rights shall not constitute a waiver or forfeiture of such rights.
c) If any provision of these General Terms and Conditions is found to be wholly or partially invalid, unenforceable, unlawful, or otherwise incapable of being applied for any reason whatsoever, the remaining provisions shall remain in full force and effect.
d) The specific provisions of any contract, order, or agreement signed between the Client and the Service Provider that conflict with these General Terms and Conditions shall prevail over the corresponding provisions of the present Terms and Conditions.
e) The Client may not assign any contract, order, right arising from these General Terms and Conditions, or receivable due from the Service Provider to any third party without the Service Provider’s prior written consent.
These General Terms and Conditions must be interpreted in accordance with the parties’ clear intent to structure their relationship as a mandate for organisation and coordination.
They expressly exclude any resale in the Service Provider’s own name or the supply of a comprehensive travel package, and do not fall within the special VAT margin scheme provided for in Articles 306 to 310 of Directive 2006/112/EC.