General Terms and Conditions of Sales

Identification and scope

These General Terms and Conditions of Sale ("GTC") govern all consulting, design, organization, production, and coordination services for events and business trips provided by the company [Company name], operating under the trade name "Tonka Event", [legal form] with a capital of [amount] euros, registered with the RCS of [city] under number [number], with its registered office located at [address], VAT number [number] ("the Agency").

The Agency's services are intended exclusively for professional clients (businesses, institutions, associations, NGOs), in France and abroad ("the Client"). The Client declares that they act solely for the needs of their professional activity. The Agency does not offer its services to consumers, and no right of withdrawal applies.

Any order implies unconditional acceptance of these GTC, which prevail over any document from the Client, including their general purchasing conditions, unless otherwise agreed in writing and signed by the Agency. Specific conditions stated in the quote or contract may complement or deviate from these GTC; in case of contradiction, they prevail.

Definitions

• Services: the set of services described in the quote or contract (design, production, logistics, animation, communication, reception, travel coordination, etc.).
• Event : the event or business trip that is the subject of the order (seminar, conference, congress, incentive, product launch, business trip, etc.).
• Providers : the third parties selected for the Event (venues, caterers, transporters, hotels, technicians, artists, local agencies, etc.).
• Budget : the financial envelope approved by the Client for the Event.
• Expenses : costs advanced by the Agency on behalf of the Client and re-invoiced with supporting documents, along with the agreed commission if applicable.

Devis, commande et formation du contrat

Les devis établis par l'Agence sont valables trente (30) jours à compter de leur date d'émission, sauf mention contraire. Passé ce délai, l'Agence peut réviser ses prix, notamment lorsque les tarifs des Prestataires, les taux de change ou la disponibilité des lieux ont évolué.

The contract is formed upon receipt by the Agency of the dated quote, signed, bearing the mention "Good for agreement" and the Client's stamp, accompanied by the payment of the deposit provided for in article 5. The electronic signature has the same probative value as the handwritten signature.

The creative proposals, recommendations, and preparatory documents submitted before the order remain the property of the Agency (article 15). If a preliminary design phase is invoiced, it is due even in the absence of an order for the Event.

Prices and taxes

Prices are expressed in euros, excluding taxes, unless otherwise stated. VAT as well as any tax, withholding, customs duty, or local tax applicable in France or abroad are the responsibility of the Client, according to the tax regulations applicable to each service and each country.

When the quote is established in a currency other than the euro, or when Providers bill in foreign currency, the Agency may readjust the price in case of a variation in the exchange rate greater than five percent (5 %) between the date of the quote and the date of billing.

The Agency's fees are set as a flat rate or as a percentage commission of the Budget, according to the quote. Expenses are billed based on receipts. Unless expressly stated, travel, accommodation, and meal expenses for the Agency's team mobilized outside its location are charged additionally.

Any budget overruns resulting from a Client request are subject to an amendment or a prior supplementary quote.

Payment terms

Unless otherwise stipulated in the quote, the payment schedule is as follows:

Payments are made by bank transfer to the account indicated on the invoice, in euros and without fees for the Agency. Bank fees, including those related to international transfers, are the responsibility of the Client.

For Providers requiring advance payment (venue reservations, transport tickets, hotel deposits), the Agency may request specific provisions. Failure to pay a due date allows the Agency to suspend the execution of the Services, without liability, and to postpone or cancel ongoing reservations.

No compensation is allowed between the amounts owed to the Agency and any claims that the Client may assert, without the written agreement of the Agency.

Late payment

Any amount not paid by the due date automatically incurs, without prior notice, late interest at the rate of three (3) times the legal interest rate in effect, calculated pro rata temporis from the day after the due date until full payment.

In accordance with articles L. 441-10 and D. 441-5 of the Commercial Code, any late payment also results in the requirement of a fixed recovery fee of forty (40) euros per unpaid invoice. When the recovery costs incurred exceed this amount, the Agency may request additional compensation upon justification.

In the event of non-payment, all amounts remaining due become immediately payable.

Client obligations

The Client agrees to:

• provide the Agency, within the requested deadlines, all information, validations, and documents necessary for the execution of the Services (brief, list of participants, dietary requirements, content, access, etc.);
• designate a single point of contact authorized to make binding decisions;
• communicate accurate data for the participants, particularly the identity appearing on travel documents;
• informing its guests and collaborators about the administrative and health formalities (passport, visa, vaccinations, entry permits), the responsibility for obtaining them resting with the participants, unless a mission is expressly entrusted to the Agency in writing;
• comply with the internal regulations of the venues and the local legislation applicable to the Event.

Any delay or failure by the Client in its obligations may result in a postponement, a modification of the scope of the Services, or an additional cost, without the Agency's liability being sought.

Service providers and subcontracting

The Agency is authorized to use Service providers and subcontractors, in France and abroad, which it selects with diligence. It remains responsible to the Client for the proper coordination of the Services it has ordered in its own name.

When the Client imposes a Service provider, or when the contract is concluded directly between the Client and the Service provider, the Agency is not responsible for the quality or execution of the service of that Service provider.

The general terms and conditions of sale and cancellation of the Service providers (hotels, transport companies, venues, etc.) are applicable and will be communicated to the Client upon request. They may be more restrictive than those of the Agency and are passed on to the Client.

Modification of the order

Any request for modification (date, location, number of participants, program, content) must be addressed in writing to the Agency. It is only effective after written acceptance by the Agency and, if applicable, the signing of an amendment specifying the financial and logistical impact.

A variation in the number of participants is handled as follows:

• a reduction greater than 10 % of the guaranteed number of participants is subject to the scale of Article 10 for the portion exceeding this threshold;
• an increase is accepted subject to availability and may result in a price revision;
• the final numbers must be confirmed no later than 21 days before the Event.

Cancellation and termination

Any total or partial cancellation by the Client must be notified by registered letter with acknowledgment of receipt or by email with read receipt. The date of receipt of the notification is authoritative. Unless stricter conditions are imposed by the Providers, the cancellation fee is calculated according to the following scale, as a percentage of the total amount including tax of the order:

In any case, the following remain due: the design and project management fees already incurred, the expenses incurred with the Providers and non-refundable, as well as the penalties charged by them.

The Agency may terminate the contract by right, fifteen (15) days after a formal notice that has gone unheeded, in the event of a serious breach by the Client, particularly in the case of non-payment, without prejudice to any damages.

If the Agency must cancel the Event for a reason attributable to it, it refunds the amounts received corresponding to the Services not performed, excluding any other compensation, subject to Article 12.

International business events and travel

For Events and business trips organized outside of France, the Client acknowledges that customs, regulations, health, safety, and climate conditions as well as the availability of infrastructure may differ from those in its country of establishment.

The Agency informs the Client of its security and formalities recommendations, particularly based on official advice from the Ministry of Europe and Foreign Affairs. The Client remains free to maintain or cancel the Event. A cancellation decided by the Client for security reasons remains subject to Article 10, except in cases of force majeure as defined in Article 14 or official travel advisories making execution impossible or dangerous.

Business trips are organized exclusively on behalf of professionals, for the needs of their activity. They do not constitute tourist packages offered to consumers. Transportation, accommodation, and associated services are reserved with Providers whose conditions apply (Article 8).

Licenses, administrative authorizations, work permits, local copyright (music royalties, for example), and customs obligations specific to each country are handled according to the distribution provided in the quote; failing that, they are the responsibility of the Client.

Liability

The Agency is liable for all of its Services for a obligation of means, unless expressly stated otherwise in the contract.

Its liability cannot be engaged in the event of: fault, negligence or omission by the Client or their guests; an unpredictable and irresistible act of a third party; failure of a Provider imposed by the Client; force majeure; program modification imposed by authorities or by security conditions.

Except in cases of gross negligence or fraudulent intent, and within the limits permitted by law, the Agency's liability, for all damages combined, is limited to the amount of fees received for the relevant order. The Agency is in no way responsible for indirect or immaterial damages, such as loss of business, revenue, clientele, damage to image or commercial harm.

Any claim related to the execution of the Services must be made in writing within a period of eight (8) days following the end of the Event, and, during the Event, as soon as the breach is observed, in order to allow the Agency to remedy it.

Participants remain responsible for any damage they cause to the venues, materials, or persons; the Client guarantees their behavior.

Insurance

The Agency declares that it holds professional civil liability insurance with [insurance company], policy no. [number], covering the financial consequences of its liability in the context of its activities. A certificate can be provided upon request.

It is strongly recommended that the Client take out, at their own expense, event cancellation insurance, coverage for no-show risks, and assistance and repatriation insurance for their participants. The Agency can direct the Client to an insurance product without being the insurer itself.

Force majeure

Neither party is responsible for the non-performance of its obligations when it results from a force majeure event as defined in Article 1218 of the Civil Code, that is to say, an event beyond its control, which could not reasonably have been foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures. The following are considered as such: natural disaster, war, terrorism, riot, government measure prohibiting gatherings or movement, epidemic or pandemic leading to official restrictions, general strike, airspace closure, widespread network failure.

The party invoking it shall inform the other party without delay. If the impediment is temporary, the performance is suspended; if it lasts more than thirty (30) days, either party may terminate the contract by written notice, without compensation. In this case, the Client remains liable for the Services already performed and the expenses incurred by the Agency that are non-refundable by the Providers.

A postponement of the Event to a later date may be agreed upon by amendment; the amounts paid may then be carried over, subject to additional fees charged by the Providers.

Intellectual property

The concepts, creations, scenographies, plans, models, visuals, event names, presentations, methods, and any other elements developed by the Agency remain its exclusive property, including when they are provided to the Client as a proposal. Any reproduction, use, or exploitation without written authorization is prohibited.

Subject to full payment of the price, the Agency grants the Client a non-exclusive right to use the creations specifically made for the Event, for the duration, territory, and uses specified in the quote, or, failing that, solely for the needs of the concerned Event.

The Client guarantees the Agency against any third-party claims related to the elements it provides (logos, texts, images, music, videos) and for which it holds or obtains the necessary rights.

The trademarks, logos, and the name "Tonka Event" remain the property of the Agency; no usage rights are granted without written agreement.

Right to image and references

Unless the Client provides written opposition before the Event, the Agency may take or have taken photographs and videos of the Event and use them for its promotion (website, social media, portfolio, commercial materials), excluding any confidential information.

It is the Client's responsibility to inform participants of the image capture and, if necessary, to obtain their permissions for any use exceeding the usual scope of the Event. Unless written refusal is given, the Agency may cite the Client as a commercial reference. The Client may at any time request that its name not be mentioned or that its references no longer be disseminated.

Confidentiality

Each party agrees to keep strictly confidential the non-public information of the other party to which it has access in the context of the business relationship (budgets, strategy, launches, guest lists, know-how), and to use it only for the execution of the contract. This obligation applies for the entire duration of the contract and for five (5) years after its termination, unless there is a legal obligation to disclose.

Personal data

In the context of organizing the Event, the Agency processes personal data of participants provided by the Client. Each party agrees to comply with Regulation (EU) 2016/679 (GDPR) and the Data Protection Act. Unless otherwise specified in the contract, the Client is the data controller and the Agency acts as a subcontractor: it processes the data only on documented instructions from the Client, ensures their security, limits access to authorized personnel, has its staff sign confidentiality commitments, and only engages subsequent subcontractors with the Client's consent.

When data is transferred outside the European Economic Area (to a hotel or a local service provider, for example), the Agency implements the appropriate safeguards provided by the GDPR (adequacy decision, standard contractual clauses). The data is deleted or returned at the end of the Event within 36 months, unless there is a legal retention obligation.

For any request, contact: ivan.tiounkine@outlook.fr. You can also file a complaint with the CNIL.

Ethics, sanctions, and compliance

Each party agrees to comply with applicable laws regarding the fight against corruption and influence peddling (notably the so-called "Sapin II" law), the fight against money laundering and the financing of terrorism, labor law, and international economic sanctions and embargoes (European Union, UN, United States).

The Agency may suspend or terminate the contract, without compensation, if the execution of the order exposes it to a violation of these rules, or if it is asked to offer gifts or invitations that could constitute an undue advantage. The Client declares that the funds paid to the Agency have a lawful origin.

Claims and amicable settlement

Any claim can be addressed to the Agency by e-mail.

The parties agree to seek an amicable solution before any legal action. Failing an agreement within thirty (30) days from the claim, they may agree to resort to mediation or conciliation, without prejudice to the right to bring the matter before the competent court, particularly in cases of urgency.

Loi applicable et juridiction compétente

These General Terms and Conditions and the contracts concluded under them are governed by the French law, to the exclusion of the Vienna Convention on the International Sale of Goods and any conflict of laws rules.

À défaut de résolution amiable, tout litige relatif à leur formation, leur interprétation ou leur exécution relève de la compétence exclusive du Tribunal de commerce de [ville], y compris en cas de pluralité de défendeurs, d'appel en garantie ou de procédure en référé.

The nullity of a clause does not affect the validity of the others. The Agency's failure to invoke a breach does not constitute a waiver of its right to invoke it later. The General Terms and Conditions are written in French; in case of translation, only the French version is authoritative.