Terms & Conditions

General Terms and Conditions for Corporate Event Conceptualization, Organization, and Production Services

1. Scope and General Provisions (Geltungsbereich)
 

1.1. These General Terms and Conditions (hereinafter referred to as "Terms" or "T&C") govern all contracts, proposals, bookings, and services provided by EXMACHINE UG (haftungsbeschränkt) (hereinafter referred to as the "Agency", "we", or "us") to its commercial clients (hereinafter referred to as the "Client").

1.2. The Agency operates exclusively as a B2B (Business-to-Business) provider. By entering into an agreement with the Agency, the Client confirms that they act solely in a commercial, independent, or corporate capacity within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB). Consumer contracts under Section 13 BGB are strictly excluded.

1.3. Conflicting, diverging, or supplementary terms and conditions of the Client shall not become part of the contract, even if known, unless the Agency expressly approves their validity in written form (Schriftform or Textform pursuant to Sections 126, 126b BGB).
 

2. Contract Formation and Scope of Services (Vertragsschluss und Leistungsumfang)
 

2.1. Inquiries and cost estimates submitted by the Agency are non-binding (freibleibend) unless explicitly stated as binding in written form.

2.2. A legally binding contract is formed only upon the Client's written acceptance of the Agency's formal quotation/proposal or upon countersignature of a dedicated Event Service Agreement (Veranstaltungs- und Rahmenvertrag).

2.3. The exact scope of deliverables (including concept design, venue procurement, technical staging, catering coordination, and format moderation) is determined exclusively by the written project agreement. Ancillary oral agreements or verbal assurances from staff or contractors require written confirmation from the Agency's authorized representatives to take effect.

3. Client Obligations and Cooperation Duties (Mitwirkungspflichten des Auftraggebers)
 

3.1. The Client must provide all requisite information, attendee lists, branding assets, technical requirements, and dietary specifications in full within the timeframes established in the project schedule.

3.2. If the Client fails to meet agreed deadlines or cooperation obligations, the Agency reserves the right to postpone project milestones and charge any additional costs incurred as a direct result.

3.3. Participant Conduct and Employer Supervision: The Client remains solely responsible for the conduct of its registered employees, contractors, and invited guests. The Client guarantees that attendees will comply with the house rules (Hausordnung) of the respective venue, adhere to basic safety standards, and follow instructions issued by event facilitators, security staff, and venue personnel.
 

4. Pricing, Payment Terms, and Retainers (Preise und Zahlungsbedingungen)
 

4.1. All quoted prices are net prices in Euros (EUR) and are subject to the applicable statutory Value Added Tax (Umsatzsteuer), currently 19%.

4.2. Unless agreed otherwise in writing, the following milestone payment schedule applies to all corporate bookings:

• Deposit 1: 50% of the total estimated project cost upon signing the contract / date reservation.

• Deposit 2: 30% due no later than thirty (30) calendar days prior to the event start date.

• Final Settlement: 20% (plus any pre-approved on-site incidentals, overtime, or consumption-based adjustments) due within fourteen (14) calendar days following the event date and invoice receipt.

4.3. The Agency reserves the right to withhold performance, suspend venue locks, or refuse admission to the venue if due advance payments have not cleared into the Agency's designated bank account prior to the event.
 

5. Cancellations and Rescheduling by the Client (Stornierungsbedingungen)
 

5.1. Cancellations by the Client must be declared in written form (Textform).

5.2. Because the Agency reserves exclusive venue spaces, contracts specialized facilitators, and orders tailored perishable goods well in advance, the Client shall pay the following liquidated cancellation fees (Stornopauschale) in the event of withdrawal:

• More than 60 days before the event: 30% of the agreed total fee.

• Between 59 and 31 days before the event: 50% of the agreed total fee.

• Between 30 and 15 days before the event: 80% of the agreed total fee.

• Less than 15 days before the event or no-show: 100% of the agreed total fee.

5.3. In all instances, the Client must reimburse 100% of non-refundable third-party costs already committed or disbursed by the Agency (such as specialized sub-contractor fees, bespoke fabrication, non-refundable venue deposits, and committed external panelist retainers).

5.4. The Client retains the statutory right to prove that the Agency suffered no damage or substantially lesser damage than the asserted flat rate.
 

6. Venues, Noise Regulations, and Third-Party Spaces (Veranstaltungsorte und Lärmschutz)
 

6.1. EINKELLER Berlin: For events held at EINKELLER (Wilhelm-Kabus-Straße 24, Berlin), sound levels and activity within the subterranean vault are exempt from general municipal quiet hours (Ruhezeit from 22:00) strictly within the interior soundproof parameters. However, the Client and its guests must maintain strict noise discipline when outside the vault, on outdoor stairways, courtyard premises, or public walkways. Violations of outdoor municipal noise statutes caused by individual guests remain the direct liability of the Client.

6.2. Outdoor & Third-Party Venues: Events hosted at Engelnest Garden or external contracted locations remain subject to standard statutory public order regulations, local emissions laws (Landes-Immissionsschutzgesetz Berlin), and third-party venue house rules.
 

7. Proprietary Formats and Intellectual Property (Urheberrecht und Formatrechte)
 

7.1. All conceptual frameworks, workshop methodologies, event formats (including Off the Record), scripts, visual assets, game designs, and diagnostic templates created by the Agency are the exclusive intellectual property of EXMACHINE UG (haftungsbeschränkt) and are protected under German and international copyright law (Urheberrechtsgesetz - UrhG).

7.2. The Client is granted a non-exclusive, non-transferable license to experience and utilize the deliverables solely for the contracted event. The Client is strictly prohibited from duplicating, sublicensing, commercially exploiting, reverse-engineering, or hosting the Agency's proprietary interactive formats for external commercial gain without prior written consent.
 

8. Limitation of Liability (Haftungsbeschränkung)
 

8.1. The Agency shall be liable without limitation for intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit), as well as for damages resulting from injury to life, body, or health (Verletzung von Leben, Körper oder Gesundheit) under statutory provisions.

8.2. In cases of slight negligence (einfache Fahrlässigkeit), the Agency shall only be liable for the breach of an essential contractual duty (Kardinalpflicht). An essential contractual duty is one whose fulfillment is essential to the proper execution of the contract and upon whose compliance the Client regularly relies. In such instances, liability is strictly limited to the typical, foreseeable contractual damage at the time of contract execution.

8.3. Participant Personal Property: The Agency accepts no liability for loss, theft, or damage to personal items, equipment, wardrobe, or valuables brought onto event premises by the Client, its employees, or its attendees, unless caused by the intentional or grossly negligent conduct of the Agency's direct staff.

8.4. Property Damage by Attendees: The Client is directly liable to the Agency and property owners for all damage caused to venue structures, historic brickwork, furnishings, technical equipment, and staging by its employees, contractors, or guests.
 

9. Force Majeure (Höhere Gewalt)
 

9.1. Neither party shall be held liable for failure to perform its contractual obligations if such failure results from events of Force Majeure (höhere Gewalt) beyond reasonable operational control. This includes, but is not limited to: natural disasters, severe weather, war, civil unrest, strikes, official governmental bans, epidemics, pandemics, official health directives, or sudden structural/utility failures affecting the venue.

9.2. In the event of Force Majeure, both parties agree to use reasonable commercial efforts to reschedule the event within a six (6) month window. Third-party costs that have already accrued and cannot be refunded or cancelled shall be borne by the Client.
 

10. Data Protection, Privacy, and Image Rights (Datenschutz und Bildrechte)
 

10.1. Both parties agree to process personal data strictly in accordance with the EU General Data Protection Regulation (GDPR / DSGVO) and the German Federal Data Protection Act (BDSG).

10.2. Proprietary Privacy Formats: For privacy-first events (e.g., Off the Record), the Agency enforces an explicit "No-Photo / No-Recording" policy in dedicated zones. The Client agrees to inform attendees of these guidelines in advance.

10.3. Commercial photo or video recordings produced by the Agency for portfolio purposes require separate written authorization from the Client.
 

11. Non-Disclosure Agreement (Confidentiality) (Vertraulichkeit)
 

11.1. Both parties agree to treat all business secrets, internal corporate challenges, operational data, attendee records, and pricing models disclosed during the engagement as strictly confidential.

11.2. This obligation of confidentiality shall survive the termination or completion of the event contract for a period of three (3) years.
 

12. Final Provisions, Severability, and Jurisdiction (Schlussbestimmungen)
 

12.1. This contract and all legal relationships arising from it are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2. The exclusive place of performance (Erfüllungsort) and place of jurisdiction (Gerichtsstand) for all disputes arising out of or in connection with this contract is Berlin, Germany.

12.3. If any provision of these Terms is or becomes invalid, illegal, or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the commercial intent and legal purpose of the original provision (Salvatorische Klausel).