General terms and Conditions
Preamble
The Club AG offers the possibility to be a member of an exclusive club (“Member” or “Members”) and consequently guest in an exclusive bar and restaurant located in St. Moritz (the “Facilities”). The Members acquire the right to enter and use the Facilities according to the rules determined by The Club.
The following Terms of Use (“GTC”), as available in the current version at [Insert Link], shall apply between the Members and The Club AG, Via da Vout 3, St. Moritz, Switzerland (“The Club”) (together the “Parties”).
To the extent permitted by law, The Club reserves the right to change the GTC and the membership fees at any time. The Members will be appropriately informed of significant changes.
1. Service and scope of application
These GTC apply to all services offered to the Members. The primary obligation of The Club is to grant access to the Facilities according to the rules determined by The Club (the “Club Rules”).
The Club aims to ensure that the Facilities are usable in the provided times as uninterrupted as possible. However, temporary restrictions or interruptions may occur due to special circumstances (e.g., holidays, refurbishment works) or for maintenance.
The Club reserves the right to refurbish and, at its own discretion and taking into account the interests of the Members, to refurnish, to modify or permanently or temporarily close the Facilities of The Club at any time. A temporary closure of the Facilities does not entitle the Members to (full or partial) reimbursement of the membership fees.
These GTC shall apply, together with the Club Rules, exclusively. The Parties may mutually agree provisions that deviate from these GTC or the Club Rules in writing.
The Club expressly reserves the right to amend these GTC as well as the membership fees at any time. Changes shall take effect if the Member does not object to the changes in writing within one month of receipt of a change notice and The Club has made the Member aware of his or her right to object and the applicable time limit for doing so in the change notice. If the Member objects to the change in writing, the previous GTC shall continue to apply. In this case, The Club shall be entitled to terminate the membership within 30 days, to the end of a month, after receipt of such objection.
2. Membership to The Club
The Club reserves the right to decide whether to admit or not a new Member to The Club. The prospective Member has no enforceable right to be admitted to The Club even if he or she fulfills all the requirements.
The Club reserves explicitly the right to amend at any time the conditions to accept a new Members.
3. Right of access and use of the Facilities and restrictions
The Club grants the Members the exclusive and personal right to access and use the Facilities, under restriction of the Club Rules, for the duration of the membership of the Members to The Club.
The Member’s right of access and use is conditional upon timely payment of the agreed membership fees (see Section 4).
The Members will access and use the Facilities only respecting the Club Rules (e.g., opening times, dress code, etc.).
In the context of its use, the Member is prohibited from:
a) using the Facilities to grant benefits to a third party, to sell, transfer, lease, or otherwise make it accessible to third parties;
b) using the Facilities in a manner contrary to the provisions of these GTC, the Club Rules, or the instructions given by The Club;
c) using the Facilities in a manner that violates applicable laws and regulations (i.e., applicable law, case law or official orders); and
d) committing criminal offences or having an irrespective behaviors while using the Facilities (e.g., violent, discriminatory, insulting, racist, defamatory, inappropriate or other illegal behavior, etc.).
The Member has the right to bring four guests at a time in the Facilities.
The Member is responsible for the behavior of the guests, who he or she brings with, and in particular he or she must ensure that the guests’ access, and use of the Facilities is in compliance with applicable laws and regulations as well as the Club Rules. For this purpose, the Member shall explain the guests the rules of access and use of the Facilities.
In case of damages caused by the guests of the Member, the latter shall be held fully accountable for those damages.
4. Membership Fee and Payment terms
As stated in Section 3, the Member’s right of access and use is conditional upon timely payment of the agreed membership fees.
The membership fees are available here.
The Club reserves the right to change the membership fees at any time. When a fee is due annually, the change of the membership fee shall have effect starting on the next membership period.
Any fees agreed shall, in principle, be paid once in advance through bank transfer or any other payment instruments. The foregoing shall be without prejudice to any different payment conditions mutually agreed by the Parties.
5. Rights and obligations of The Club
The Club shall grant the Members the access and use of the Facilities as (and within the restrictions) set out in the Club Rules.
The Club is entitled to the membership fees as determined under Section 4.
6. Duration and termination
These GTC shall commence upon acceptance of the membership by The Club and shall be of unlimited term. These GTC shall not apply after expiry of the membership of the Member to The Club, except for claims already existing at the time of expiry of the membership.
The membership to The Club may be terminated by either Party at any time in writing with 6 months prior notice. This shall be without prejudice to any claims of either Party that arose prior to termination.
The foregoing shall be without prejudice to the right of termination for good cause. Good cause entitling The Club to suspend or terminate the Member’s membership shall be deemed to exist, in particular, if the Member culpably breaches the material provisions of these GTC, the instructions of the The Club and the Club Rules.
7. Data protection and data security
The Parties shall comply with applicable data protection law, in particular the Swiss Federal Act on Data Protection (“FADP”) and, to the extent applicable, the EU General Data Protection Regulation.
The Club shall ensure an adequate level of data protection for all data processing activities performed in connection with the use and access of the Facilities. Details on how The Club processes personal data can be found in the Privacy Policy [Insert Link] as amended from time to time.
8. Liability and warranty
Except for damages caused by intentional or grossly negligent misconduct of The Club or its agents, any liability of The Club under any legal theory is excluded to the fullest extent permitted by law.
The Member shall indemnify and hold The Club harmless on first demand, and without prejudice to other rights of The Club, from and against any claims for payment made by third parties against The Club for breach of law, third-party rights or breach of contract attributable to the Member.
As stated in Section 3 the Member shall be fully held responsible for damages caused by guests, who he or she brought with.
9. Severability clause
In the event that one or more provisions of these GTC shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of these GTC shall not be affected thereby. In such case, the Parties agree to recognize and give effect to such valid and enforceable provision or provisions which correspond as closely as possible with the commercial intent of the Parties. The same shall apply in the event that these GTC contain any gaps.
10. Choice of law and jurisdiction
The GTC as well as the services to be provided by The Club hereunder or other actions to be taken hereunder shall be governed firstly by the Articles of Association of The Club and its other Rules and Regulations, and secondly by the laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules.
The exclusive jurisdiction for all disputes arising directly or indirectly from these GTC or the performance of the services shall lie with the courts of St. Moritz, Switzerland.