Westblick GmbH – Terms and Conditions
1. Scope and application
These Terms and Conditions are applicable to and shall govern all contracts (herafter referred to as the Contract) established between any natural person, corporate or unincorporated body contracting for the use of Westblick GmbH’s spaces and/or services (hereafter referred to as the Client) and Westblick GmbH (hereafter referred to as Westblick) pertaining to event management and subleasing services (hereafter referred to as Services) to be provided by Westblick (including event conception, planning, organisation and realisation of events, customer service and the provision of third-party services within the scope of the event or function to be realised) unless expressly objected to by the Client. Any objection must be formalised as such by the Client and submitted to Westblick for written approval. Insofar as no objection has been made, the exclusive validity and applicability of these Terms and Conditions shall be recognised by the Client. Any additional terms or deviating conditions of the Client will not form a constituent part of any contract or agreement for Services without the written acknowledgement and consent of Westblick. Any form of subletting or under-leasing of the rooms and spaces or the like provided by Westblick to the Client for use is herewith expressly forbidden and declared as incommensurate with the contractual relationship. As governed by these Terms and Conditions, the Event Organiser shall be constituted by the Client. As the Event Organiser, the Client accepts sole responsibility for the content of the Event as well as the behaviour and safety of all attendees to the Event in accordance with due diligence and duty of care.
2. Contract formation and content
A Contract is established and entered into by the Client when they sign and return the written Proposal (the estimate or quotation for Services) provided by Westblick. The following Terms and Conditions are thereby a constituent part of the contractual agreement thus established. The said written proposal can be delivered and returned by e-mail.
3. Prices and payment terms / Possible cancelation due to overdue payment of instalments
The proposed prices are subject to value added tax at the statutory level. These prices are valid and effective insofar as the Client’s commission of Services remains unchanged and corresponds directly to the accepted Proposal. Invoices for Services rendered are due and payable immediately. Westblick is entitled to provide subservices and to charge for those services separately.
As a rule, Westblick can and will charge the Client for 20% of the commissioned remuneration budget (leasing fees, Services, furnishings etc.) upon establishment of the Contract, 30% of the thus far contractually established budget ca. one month before begin of the Event and the remaining 50% following completion of the Event. Should the Client fail to pay the full amount of the respective instalment invoices within ten days of receipt respectively, Westblick is entitled, following a grace period of at least one week ensuing with notice of cancellation, to terminate the Event for cause. Should Westblick declare termination of the Contract following expiration of this grace period without result, Westblick shall be released from any contractual obligation whatsoever and is entitled to enforce payment of and invoice the Client for the same monetary claims otherwise set forth for other termination grounds as outlined in Paragraph 5 (Termination of the Contract by Westblick) and Paragraph 6 (Termination of the Contract by the Client) of these Terms and Conditions. For any deviation from the payment terms outlined above to be applicable, an additional, individually crafted agreement must be established and expressly agreed to by Westblick and the Client.
Insofar as no additional agreements have been made, the commissioning of third party services shall ensue by order and for account of Westblick. In this event, Westblick is not required to render account or bring forth invoices for services rendered by third parties within the scope of its commission.
Services rendered upon Client requests not outlined in the Proposal and/or additional expenditures contingent upon false or incorrect information provided by the client and/or nonpunctual payment or nonprofessional performance on the part of third parties not employed as subcontractors by Westblick will constitute additional charges to the Client, calculated in accordance with the current compensation rates of Westblick.
4. Obligations of the Client
The Client must readily provide all information pertinent to the execution of Services promptly. Westblick will not be held responsible for any delay caused by a lack of cooperation on the part of the Client, and any burdens resulting therefrom, financial or otherwise, will not be carried by Westblick.
The Client is responsible for handling the spaces and objects ceded to the Client within the framework of the Event (the event described by the Proposal) and Contract with care. Damage to the said spaces and objects is to be prevented and avoided. Westblick herewith expressly indicates that the historic building Eden Haus and its furnishings and facilities require special care and caution. For this reason, all and any activities not already evident in the content of the Contract must be communicated and are subject to permission by Westblick in advance.
The object of the Contract is solely comprised of and pertains to the Event declared by the Client in advance of the Contract and described by the Proposal in greater detail. Any subsequent changes to the nature and/or scope of the Event must be immediately and expressly communicated by the Client to Westblick. In this case, Westblick retains the right to impose limitations in protecting its rightful interests as well as to make use of its rights as further described by Paragraph 6 of these Terms and Conditions.
The Client must provide Westblick with the final number of attendees to the Event by 10 working days before the begin of the Event at the latest. A reduction in the number of actual attendees by up to 10% of the number delineated in the Proposal will be accounted for by Westblick’s final invoice for Services, insofar as the reduction is communicated to Westblick in due time by the Client. Further increases or decreases to the number of attendees not in compliance with the above provision will be accounted for solely at the reasonable discretion of Westblick. An increase to the number of attendees within the actual and physical capacities of Westblick is only possible with the express assent of Westblick. In the case of an increased number of attendees, the actual number of attendees will be accounted for in the final invoice for Services insofar as no other agreement has been made. In the event that an increase to the number of attendees requires Additional Personnel (service personnel not accounted for by calculations based on the contractual agreement), Westblick retains the right to impose the corresponding additional fees.
Directives issued by personnel commissioned by Westblick must be adhered to. In advance of the Event, the Client must assign and name a delegate (hereafter referred to as the Contact Person) who will be present at the Event for its entirety and available to Westblick for communication for the duration of the Event.
Following the Event covered in the Contract, the spaces, objects and equipment ceded to the Client by Westblick for use are to be returned to Westblick in flawless condition. Objects brought to the Event by the Client are to be removed from the premises immediately following the end of the Event. Upon agreement to these Terms and Conditions, the Client (Event Organiser) agrees to and shall obtain public liability insurance for event organisers that covers the Event governed by this agreement.
The Client is not permitted to bring their own food, snacks or drinks to the booked Event insofar as this has not been expressly permitted by Westblick in a separate agreement. The same is true for the sales of any other products or commodities.
Any subletting or under-leasing requires the express, written consent of Westblick in advance (also see Paragraph 1).
5. Termination of the Contract by Westblick
Westblick retains the right to termination for cause and can withdraw from or terminate the Contract for compelling reasons at any time, including after the Client has been ceded use of the contracted spaces. This is also true in the event that the Client has failed to meet their financial obligations as outlined in these Terms and Conditions and the Contract (and as stipulated in Paragraph 3.2 of these Terms and Conditions).
Should Westblick become informed that unapproved changes to the contractually outlined nature of the Event have been made or that the Contract was established under false or misleading information provided by the Client (including the omission of relevant and pertinent information), or should reasonable assumptions and/or material facts point toward the likelihood of non-cooperation, security risks or damage to the public image of Westblick, Westblick is entitled to immediate termination of and withdrawal from the Contract.
In the event that Westblick is unable to uphold its contractual obligations due to a force majeure event or other unforeseeable, extraordinary circumstances, Westblick is entitled to terminate the Contract. Should this occur, Westblick will immediately inform the Client as to the causes by telephone, telefax or e-mail, in each case through the Contact Person delegated by the Client.
6. Termination of the Contract by the Client
The Client is entitled to terminate (or cancel) the Contract and respective contractual agreement through written notification to Westblick; the following provisions and conditions for doing so as outlined in Paragraphs 6.2 to 6.4 shall apply:
With respect to the leasing fees for the spaces at the PanAm Lounge and additional contractually agreed upon remuneration (for personnel, furnishings, catering or other wishes of the Client), the following conditions shall be imposed in the event of a termination of Contract by the Client: insofar as Westblick is unable to sublease the spaces for the same conditions, the Client shall carry the following costs:
20 % of the contractually agreed upon remuneration in the event of termination at 6 months before the start of the contracted Event.
30 % of the contractually agreed upon remuneration in the event of termination at 4 months before the start of the contracted Event.
40 % of the contractually agreed upon remuneration in the event of termination at 3 months before the start of the contracted Event.
50 % of the contractually agreed upon remuneration in the event of termination at 2 months before the start of the contracted Event.
75 % of the contractually agreed upon remuneration in the event of termination at 1 month
before the start of the contracted Event.
100 % of the contractually agreed upon remuneration in the event of termination less than 1 month before the start of the contracted Event.
Westblick must offset any possible proceeds from further leasing of the spaces as well as the sum of expenditures saved regarding the other Services as credit to the Client, whereby Westblick shall be entitled to consolidate the sum of expenditures saved into a lump sum. The consolidation must reflect equitable discretion in accordance with § 315 BGB.
Leasing fees for Other Spaces (subareas or spaces in Eden-Haus at Budapester Straße 43 in Berlin additionally leased for the respective Event) as well as fees for third-party services can be charged to the Client insofar as the provider of those spaces or services does not accept or agree to cancellation.
The Client retains the right to prove that less loss than delineated in Paragraphs 6.2 and 6.3 or no loss has been incurred.
7. Other/Severability clause
With Events that take place partially or wholly ‘outdoors’ (on the Terraces around the PanAm Lounge), the Client bears the burden of weather-related limitations. The Client is not entitled to claim reductions etc. in the event that these areas cannot be used due to weather.
Westblick will not be liable under any circumstances for material or financial damage caused due to any negligence on the part of the Client. Exempted from this are compelling statutory liability regulations governing bodily injury and loss of life.
In the event that an artistic performance is included in the Contract and the performer named by the Contract does not appear or cancels the performance subsequently to the delivery of the Proposal, Westblick is entitled to organise a comparable replacement. This does not apply in the event that Westblick has provided a guarantee for the appearance of a specific artist named in the Contract.
Westblick is entitled to document the Event on photo and audio storage mediums of all kinds and to disseminate and publish any photo, video, film and EDV recordings as well as any other technical reproductions for self-promotion or editorial purposes insofar as personal privacy rights are not infringed upon. Westblick retains the right to the power of veto for any use and/or dissemination or publishing of photo, audio or any other storage mediums on the part of the Client or any other third party.
The ideas and concepts proposed or developed by Westblick including parts or aspects thereof shall remain the intellectual property of Westblick. Usage rights acquired by the Client through payment of the contractually agreed upon remuneration shall be limited in scope to the usage purposes and rights set forth in these Terms and Conditions and the Contract. Any deviating usages of Westblick’s intellectual property or disclosure of Westblick’s intellectual property to third parties as well as any partial or complete realisation of the concepts of which Westblick’s intellectual property is comprised requires the express permission of Westblick.
In the event that single clauses or provisions stated in these Terms and Conditions should be made void or invalid, the validity and effectiveness of the remaining clauses, conditions and provisions shall remain unaffected.
8. Place of jurisdiction
The place of jurisdiction for any and all disputes between the parties bound by this agreement and/or the Contract shall be in Berlin, insofar as the contractual partner (Client) is a merchant, legal entity under public law or a contractual partner of a special fund under public law. The same shall apply should the Client have a place of jurisdiction outside the German Federal Republic.
Westblick GmbH, Berlin