Terms and conditions
Unforgettable People & Event GmbH, located at Kantstraße 132, 10625 Berlin, hereinafter referred to as “UPE”, offers its services exclusively on the basis of these terms and conditions, provided that no overriding individual contractual agreements have been made in writing with the contractual partner, hereinafter referred to as “customer”. Please read these carefully, as by placing an order you accept the terms and conditions as binding for yourself and the (legal) persons and companies you represent, both for the current order and for future orders, offers, confirmations and associated declarations and services of UPE.
1 Conclusion of contract, content of contract
1.1 The contract between UPE and the customer must be in writing. If the contract lacks this form, it is suspended and is only concluded by written confirmation from UPE. The content of the contract is determined by the content of UPE’s offer or the content of the written confirmation, unless the customer immediately objects to this in writing.
1.2 The personnel to be deployed in fulfillment of the contractual obligations incumbent upon UPE shall be freely selected exclusively by UPE in accordance with the order requirements previously communicated by the customer, unless the customer immediately objects to the selection made. In the event of an objection to the selection, the customer is obliged to immediately request UPE to make a new selection. The customer is informed and agrees that UPE may commission subcontractors and cannot be held responsible for their activities.
1.3 If materials such as counters, roll-ups, clothing and the like are used by the personnel deployed for the implementation of campaigns, the customer is hereby informed that UPE accepts no liability for any damage that may be caused by shipping or use.
1.4 Should the requirements of the order change after conclusion of the contract and an adjustment of the contractually agreed services be necessary, the customer must inform UPE of this immediately.
1.5 UPE is permitted to make any changes and deviations to individual services which become necessary after conclusion of the contract and which have not been brought about by UPE in bad faith, insofar as the changes and deviations are not significant and do not impair the overall result of the order and the changes and deviations are reasonable for the customer; the customer must be informed of the changes and deviations immediately.
2 Services, remuneration, due date
2.1 UPE only owes the previously contractually agreed services, but not a specific result or the success of a campaign. The contractual performance owed by UPE consists exclusively of the (service) performances listed in the contract or in the confirmation. UPE’s obligation to perform does not include all circumstances that are not directly related to the contractual services, irrespective of any corresponding duties of information, notification or due diligence that may exist in this respect.
2.2 The remuneration to be paid to UPE as well as other costs and expenses result from the contract or the offer approved by the customer and are to be settled exclusively by UPE. Price changes are only possible during the execution of an individual order if the requirements change. This does not apply to price changes within a period of four months after conclusion of the contract.
2.3 The remuneration to be paid on the basis of the invoice, as well as other costs and expenses, are due no later than 14 days after invoicing.
2.4 UPE is entitled to demand an appropriate advance payment in consideration of the order value upon conclusion of the contract. In the case of an expected invoice amount of more than €10,000 net, UPE is entitled to charge the customer an advance payment of up to 80% of the expected invoice amount.
3 Settlement of the order
3.1 The customer undertakes to sign the activity reports submitted to him by the personnel deployed during or after completion of the order or, if a signature is refused, to inform UPE immediately of the reasons for this.
3.2 A detailed individual accounting of the agreed travel times, breaks, training times, mileage allowance etc. is not economically reasonable due to the many individual items and the associated administrative effort and is therefore not owed by UPE.
4 Cancellation
4.1 Cancellations (both total and partial) by the customer must be made in writing.
4.2 If the order is canceled in whole or in part before completion of the order, all work incurred up to the time of cancellation will be charged on an hourly basis at UPE’s discretion. UPE’s internal hourly rate is € 110.00 net.
4.3 If the personnel booked by the customer cancels before the start of the campaign, without there being an important reason for cancellation for which UPE is responsible, UPE is entitled to the following percentages of the total order value plus VAT as compensation for the loss of profit and the damage incurred, depending on the time of cancellation:
1. up to 22 days before the start of the campaign: Cancellation possible free of charge
2. up to 21 days before the start of the campaign: 25% of the order volume
3. up to 14 days before the start of the promotion: 50% of the order volume
4. up to 10 days before the start of the promotion: 75% of the order volume
5. up to 7 days before the start of the promotion: 90% of the order volume
6. up to 24 hours before the start of the campaign: 100% of the order volume
4.4 Any third-party costs incurred for services already rendered or third-party cancellation costs shall also be reimbursed in full. UPE reserves the right to claim further damages.
4.5 In addition to the General Terms and Conditions of UPE, the parties agree the following: In the event that services are canceled by the customer due to rising infection figures or other reasons attributable to the Covid-19 pandemic, the customer shall in any case reimburse the service provider for the proven costs of the personnel booked by the service provider for deployment at the customer’s premises. These costs shall amount to 80% of the fee entitlement of the booked personnel in the event of a cancellation. The parties agree that there is no alternative solution to these costs and that it is not possible for the service provider to minimize damages.”
5. right to refuse performance
UPE reserves the right not to carry out the order due to imminent insolvency or insolvency of the customer or in the event of non-payment as agreed, whereby this does not release the customer from his obligation to pay.
6 Liability, statute of limitations
6.1 The liability of UPE for compensation for damages suffered by the client as well as for service disruptions in connection with services that are merely arranged as third-party services or are expressly marked as third-party services is excluded.
6.2 Claims of the customer, who is not a consumer, against UPE expire one year after knowledge or grossly negligent ignorance of the circumstances giving rise to the claim and of the identity of the debtor.
6.3 Sections 6.1 and 6.2 do not apply to claims for damages resulting from injury to life, limb or health or for other damages due to intent or gross negligence or for damages due to the breach of essential contractual obligations. An essential contractual obligation in the aforementioned sense is one whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. UPE’s liability in the event of a breach of material contractual obligations is limited to the typically occurring damage foreseeable at the time of conclusion of the contract, but to a maximum of the order value.
7 Assignment, offsetting
7.1 The client is only permitted to offset undisputed or legally established claims.
7.2 The assignment of claims against UPE to third parties, regardless of the legal grounds, is excluded. The judicial assertion of assigned claims is also excluded.
8 Protection against competition
The personnel employed by UPE may not be commissioned, employed or placed with third parties by the customer for a period of 2 years after the end of the assignment with the customer. A contractual penalty of 5,000 euros is payable for each case of infringement. Further claims for damages remain unaffected by this.
9 Other conditions, rights of use
UPE is entitled to use all documentation recorded during the execution of the order, including images and film material, without restriction for its own advertising and presentation purposes. These include, in particular, registered trademarks, licenses, logos and products of the customer.
10 Place of jurisdiction, applicable law
10.1 For legal action by UPE against the customer, the customer’s domicile is decisive, unless the legal action is directed against registered traders or persons who have moved their domicile or usual place of residence abroad after conclusion of the contract or whose domicile or usual place of residence is not known at the time the action is brought. In these cases, the court responsible for UPE’s head office has jurisdiction. However, UPE is also entitled to take legal action before the courts responsible for the customer’s head office.
10.2 All legal disputes arising from or in connection with this contract shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
11 Collateral agreements, written form, severability clause
11.1 UPE is entitled to sell and transfer its rights arising from this contract or the right to assert such claims to third parties.
11.2 There are no verbal collateral agreements. Additions and amendments to this contract must be made in writing to be legally effective.
11.3 Should any of the above provisions be or become invalid, the remaining provisions shall nevertheless remain valid. The validity of the contract as a whole shall remain unaffected. The parties undertake to replace the ineffective provision with an agreement that comes as close as possible to the ineffective provision in terms of its interests and meaning. The same shall apply in the event that the provisions of this contract contain a loophole not intended by the contracting parties.
Status: 07/2024
Contractual partner of the client:
Unforgettable People & Event GmbH
Kantstraße 132, 10625 Berlin
E-mail: hello@unforgettable-people.de
Web: www.unforgettable-people.de