1.1 These terms and conditions (“T”) apply to all contracts for services (“Individual Orders”) of Penta GmbH (hereinafter “Agency”) with its customers (hereinafter “Client”). The services of the Agency regularly consist of the planning and execution of events for the Client.
The T also apply to all future business relationships, even if they are not expressly referred to again. By commissioning the Agency, the Client acknowledges these T
1.2 Any terms and conditions of the Client to which he refers in connection with the initiation or conclusion of Individual Orders are hereby expressly rejected. Such conditions shall only become part of the contract if the Agency agrees to them in writing.
1.3 Insofar as provisions of the Individual Order contradict these T, the provisions of the Individual Order shall take precedence over these T
2.1 The Agency’s offers are subject to change and non-binding. The Individual Order comes into effect with written confirmation of the order by the Agency. If the Client deviates from the original offer of the Agency in its commissioning, it must expressly mark this. Otherwise, the Individual Order comes into effect with the content as originally described in the Agency’s offer.
2.2 The Agency will provide the services according to the scope and on the basis of the Individual Order. Any changes requested by the Client must be agreed separately. In this case, the Agency is entitled to adjust the agreed
remuneration accordingly. If the change provides for a reduction in the scope of services, Clause 4.5 (Partial Cancellation) applies.
2.3 By placing the order, the Client accepts the services of third-party companies listed in the offer, which are commissioned by the Agency – in consultation with the Client – either itself or in the name of the Client, e.g. hotels, conference venues, catering, driving and race track operators, artists, etc. (“Third-Party Service Providers”). These Third-Party Service Providers are not vicarious agents of the Agency. The Agency is not liable for Third-Party Service Providers, but merely assigns claims existing against the Third-Party Service Provider to the Client and provides support in the enforcement of such claims. If the Agency uses subcontractors for whom the Agency is liable pursuant to § 278 BGB, the Agency will inform the Client of this upon request.
3.1 All prices quoted by the Agency are exclusive of statutory VAT.
3.2 The remuneration is specified in the Individual Order. Unless otherwise agreed, the remuneration is based either on the actual expenses (time and material expenses) or on a fixed price.
In the case of remuneration based on expenses, invoicing takes place, unless otherwise agreed, at the end of the month.
In the case of a fixed price agreement, unless otherwise agreed, the remuneration is due as follows:
• 50% upon conclusion of the Individual Order
• 30% up to eight weeks before the start of the event
• 20% after final performance of services (e.g. completion of the event)..
3.3 The remuneration includes all costs for Third-Party Service Providers, including costs such as GEMA fees, brokerage fees or other costs (e.g. travel and accommodation expenses of the Agency’s employees) only if this has been expressly agreed and stated. Otherwise, these costs will be charged separately by the Agency and invoiced immediately after they are incurred. In the case of costs in individual cases of over EUR 5,000, the Agency may make its performance of services dependent on the advance payment of these costs by the Client. The final settlement of costs by the Agency takes place after completion of the event and thus after receipt of the invoices by the Third-Party Service Providers. The Agency charges the costs net, i.e. without surcharge, passing on the applicable VAT rate to the Client.
3.4 If no payment milestones have been agreed for payments (see Clause 3.3 above), all invoices are to be paid within 14 days of receipt of the invoice. Deductions of any kind are excluded. The Client is only entitled to set-off, reduction or retention if the counterclaims have been legally established or are undisputed. Advance payments do not bear interest.
3.5 In the event of default in payment, the Agency is entitled, without prejudice to further claims, to demand default interest at a rate of 5 percentage points above the respective base interest rate of the European Central Bank. In the event of default in payment, the Agency is also entitled, after setting a deadline, to terminate the Individual Order for good cause and demand damages for non-performance.
3.6 Services not estimated in the Individual Order, which are carried out at the request of the Client, or additional expenses, which are caused by incorrect information provided by the Client, by non-culpable transport delays or by third parties’ preliminary services that are not on time or professionally correct, insofar as they are not vicarious agents of the Agency, will be additionally invoiced to the Client at the Agency’s current remuneration rates.
4.1 The Client is entitled to cancel (cancel) commissioned services up to one week before the service is provided. In the event of cancellation, the following provisions apply exclusively, unless the parties have agreed otherwise in individual cases. In particular, § 627 and § 649 BGB do not apply.
4.2 In the event of cancellation, the Client shall bear all costs and liabilities incurred by the Agency (in particular the costs claimed by Third-Party Service Providers). However, the Agency will endeavor to keep these costs low and, if possible, to make use of cancellation rights on its part against the Third-Party Service Providers.
4.3 In addition, the following cancellation fees apply, which the Client must pay in the event of cancellation:
• 40% in the event of cancellation up to 12 weeks before the start of the event
• 60% in the event of cancellation up to 8 weeks before the start of the event
• 80% in the event of cancellation up to 4 weeks before the start of the event
• 90% in the event of cancellation up to 1 week before the start of the event.
The aforementioned amounts shall be reduced to the extent that the Client proves in individual cases that the Agency must have a higher amount of saved expenses or actually achieved or possible other earnings credited to it in the specific case.
4.4 If a cancellation occurs due to circumstances of force majeure, such as war, terror, official orders, environmental disasters such as storm, flood, fire, which were not foreseeable at the time of conclusion of the Individual Order, the Client’s obligation to pay pursuant to Clause 4.2 remains. The Client is still obliged to pay the services actually rendered proportionally up to the time of cancellation instead of the cancellation fees pursuant to Clause 4.3.
4.5 The cancellation of services must be made in writing. The provisions of this Clause 4 shall also apply to the cancellation of partial services. The cancellation fee for partial services is calculated according to the proportion of the partial service to the total remuneration.
5.1 The parties are aware that the services of the Agency depend significantly on the proper fulfillment of the Client’s obligations to cooperate. Unless otherwise specified in the Individual Order, the Client owes all actions in its area that are a necessary prerequisite for the provision of services by the Agency. In particular, the Client will provide the Agency free of charge, on time and without restriction with the information necessary for the provision of the services.
5.2 The services are provided in close coordination with the Client. For this purpose, the Client will appoint a responsible person for each Individual Order, who will serve as a contact person for the Agency. If the Agency requests approval after providing partial services, such as concept development, budget planning, process planning, etc., the responsible person must grant this approval for the Client or, if the partial service was not in accordance with the contract, he must communicate the necessary corrections and improvements. If he requests changes in the contractual scope of the services, this shall be deemed a request for change pursuant to Clause 2.2 or partial cancellation pursuant to Clause 4.5. In the event of approval, the services shall be owed as approved by the Client.
5.3 If expenses, costs or damages are incurred by the Agency due to delay or non-fulfillment of the Client’s obligations to cooperate, these shall be reimbursed by the Client. If the provision of the services is impossible or significantly impeded due to the delay or non-fulfillment of the obligations to cooperate, the Agency has the right to terminate the Individual Order for good cause. If the obligation to cooperate can still be fulfilled, the right of termination only applies after the Agency has set a deadline for fulfilling the obligation to cooperate.
The parties agree that the planning and execution of the services are services. The Agency cannot guarantee a specific success of the services. However, if work contract law services are provided in individual cases, the services are deemed to be accepted if the Client does not reject the acceptance within a reasonable time after notification of completion or handover of the work. Acceptance cannot be refused if there are only insignificant defects.
7.1 The Agency assumes the respective relevant statutory warranty obligations for its services, unless otherwise agreed herein. However, a withdrawal from the Individual Order is only possible if the Agency has been given the opportunity to remedy the defects at least twice. In all other respects, the Agency warrants that the services are provided according to average quality and workmanship.
7.2 The Agency is liable to the Client without limitation in the event of intent and gross negligence as well as in the event of a breach of essential contractual obligations in a manner that endangers the purpose of the contract (cardinal obligation). Subject to Clause 7.4, any liability for damages – regardless of the legal basis – is otherwise excluded.
7.3 If the Agency is liable for the breach of cardinal obligations without intent or gross negligence being given, the liability of the Agency is limited to the extent of damage that was to be expected at the time of conclusion of the Individual Order according to the circumstances known at that time.
7.4 The limitations of liability do not apply to any claims for damages due to injury to life, body or health and for liability under the Product Liability Act.
7.5 No liability exists for damages that are the result of a case of force majeure (in particular natural disasters, fire disasters, war, labor disputes, etc.).
8.1 The parties are obliged to maintain secrecy about all information disclosed to them by the other party during their activity under an Individual Order as well as in the context of the initiation of an Individual Order (hereinafter “Confidential Information”) during the term of the Individual Order and after its termination and not to use this Confidential Information themselves or to allow it to be used by third parties. Confidential Information is not such information that the receiving party has received from third parties without violating a confidentiality obligation or is generally known to the public and/or becomes known. The parties undertake to properly store all Confidential Information made available to them, in particular to ensure that third parties cannot inspect it.
8.2 The documents and other items made available by the other party shall be returned to that party immediately upon request during the term of the Individual Order, after termination of the Individual Order without being requested to do so. The same storage and return obligation applies to all documents and other records containing Confidential Information, in particular also of an electronic nature, which concern the affairs of the other party (notes, drafts, transcripts, copies, etc.). A right of retention cannot be asserted on such documents and items. The parties shall impose the obligations under this Clause 8 accordingly on any third parties that a party uses to fulfill its obligations under an Individual Order.
8.3 The provisions of this Clause 8 apply in particular, but not limited to, specific concept drafts, planning and calculations that the Agency hands over to the Client in the context of offers that may not be handed over by the Client to third parties (in particular in the context of tenders). The Client is entitled to use the concept drafts, planning and calculations only in the event of the order being placed and only for the purposes provided for in the Individual Order. Duplications are only permitted with the express prior consent of the Agency.
9.1 The parties undertake to comply with all applicable data protection regulations, including BDSG, TMG. If you have any questions about data protection, please contact us at [email protected].
9.2 All personal data collected by the Client or by the Agency within the meaning of the BDSG will be processed and used exclusively for the processing of the contractual relationship entered into. A transfer to third parties only takes place if this is necessary for the performance of the services. In all other respects, data processing takes place in accordance with the provisions of applicable data protection law.
9.3 The Agency acts as an order data processor within the meaning of § 11 BDSG for the Client with regard to the data collected or transferred. If necessary, the parties will conclude a written agreement on order data processing.
10.1 Responsible Party
The responsible party for data processing on this social media page is PENTA GmbH, Hans-Fischer-Str. 10-12, 80339 Munich, Germany. If you have any questions about data protection, please contact us at [email protected].
10.2 Data processing by social media platforms
Please note that when using our social media page, data is processed by the respective platform (e.g. Facebook, Instagram, Meta, LinkedIn). For information on how these platforms handle your personal data, please refer to the respective data protection provisions of the providers.
10.3 Type and scope of data processing
We process personal data that you provide to us via our social media page (e.g. through comments, messages or likes). This data is used exclusively for communication with you and to improve our offers.
10.4 Legal basis of processing
The processing of your personal data is based on your consent (Art. 6 para. 1 lit. a GDPR) or to protect our legitimate interests (Art. 6 para. 1 lit. f GDPR), such as improving our services and communication with customers.
10.5 Storage period
Your personal data will only be stored for as long as it is necessary to fulfill the above-mentioned purposes or as required by statutory retention periods.
10.6 Your rights
You have the right to information about the personal data we process (Art. 15 GDPR), the right to rectification (Art. 16 GDPR), erasure (Art. 17 GDPR), restriction of processing (Art. 18 GDPR), data portability (Art. 20 GDPR) and objection (Art. 21 GDPR). You can also withdraw your consent at any time (Art. 7 GDPR).
10.7 Right to object
If the processing of your personal data is based on Art. 6 para. 1 lit. f GDPR, you have the right to object to the processing of this data at any time for reasons arising from your particular situation. We will then no longer process this personal data unless we can demonstrate compelling legitimate grounds for the processing.
10.8 Changes to the data protection declaration
We reserve the right to change this data protection declaration at any time. The current version is always available on our social media page.
All industrial or intellectual property rights (trademark rights, database rights, patent rights, copyrights including the rights to software used or developed by the Agency, competition law protection, etc.) arising in connection with the fulfillment of the order by the Agency remain with the Agency, unless the parties have expressly agreed otherwise in writing. Any use or exploitation by the Client requires the written consent of the Agency. The power to change drafts or concepts lies exclusively with the Agency. Printing templates, working films and negatives produced by the Agency or on its behalf remain the property of the Agency. This also applies if these are invoiced to the Client.
12.1 The individual order shall be deemed completed upon completion of the agency’s services (usually upon conclusion of the event, including dismantling and follow-up).
12.2 Clause 4 applies to cancellations. In addition, both parties are entitled to terminate the respective individual order for good cause within the meaning of § 314 of the German Civil Code (BGB). If one party is responsible for the important reason, the terminating party may, in addition to the termination, also demand compensation for non-performance.
12.3 Any termination must be made in writing.
13.1 If individual provisions of these General Terms and Conditions or the individual order are or become invalid, the validity of the remaining provisions shall remain unaffected.
13.2 Amendments and supplements to these General Terms and Conditions and the individual orders must be made in writing to be legally effective. A waiver by the parties of the written form also requires written form.
13.3 The exclusive place of jurisdiction for disputes arising from and because of individual orders between the parties is the Regional Court of Munich I.
13.4 These General Terms and Conditions and the individual orders are subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
