Terms and Conditions

1.1 Unless otherwise agreed, the following non-exhaustive services apply

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Booking of selectors and hosts / conception, planning, organization and implementation of events / procurement of third parties for the implementation of events / invitation and guest management / brand consulting / marketing and press work / procurement of sponsors / booking and procurement of musicians, artists, photographers, videographers and event staff / post production / location scouting

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between the agency SELEKT, Joy Fatoyinbo, Gormannstr. 24, 10119 Berlin (hereinafter referred to as SELEKT) and the client of SELEKT and/or the contractor of SELEKT - hereinafter collectively referred to as "contractual partner" - these "General Terms and Conditions" (GTC). The following conditions are therefore exclusively decisive for the offers, deliveries and services of SELEKT.

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1.2 General terms and conditions of contractual partners only become part of the contract if they are recognized in writing by SELEKT. In any case, the acceptance of the service by SELEKT is deemed to be acceptance of the present General Terms and Conditions

2.1 The agency's offers are always non-binding. Any offers by SELEKT referred to as "cost estimate", "cost framework", "cost estimate" or "rough cost calculation" are non-binding.

2.2 The contract usually comes into being with the conclusion of a contract, the acceptance of services or a written order confirmation, but can also come about through the acceptance of services. The e-mail traffic satisfies the form requirement.

2.3 If offers are prepared according to the information provided by the contractual partner and the documents provided by him, SELEKT is not liable for the correctness and suitability of these documents, unless their incorrectness and unsuitability is not recognized intentionally or through gross negligence.

3.1 The offer prices are given in euros and are only valid for undivided orders.

3.2 SELEKT is entitled to provide partial services and to invoice them separately.

3.3 All prices are net without VAT.

3.4 The prices stated in the order confirmation apply subject to the condition that the order data on which they are based remain unchanged. The prices do not include costs for packaging, freight, postage, insurance and any shipping costs.

3.5 Unless otherwise agreed, the commissioning of third parties takes place in the name and for the account of SELEKT, without prejudice to the liability rules from Section 9 et seq. In this case, SELEKT is not obliged to issue an invoice for the services provided by third parties on its behalf or to submit invoices from the persons commissioned by it.

3.6 Services not quoted in the offer that are carried out at the request of the contractual partner or additional expenses that are caused by incorrect information provided by the customer, by transport delays through no fault of their own or by untimely or professional advance performance by third parties, insofar as they are not vicarious agents of SELEKT, will be charged to the contractual partners will also be billed according to SELEKT's current remuneration rates.

4.1 The (delivery) items always travel at the expense and risk of the other party, unless otherwise agreed. Unless there are special instructions, SELEKT determines the shipment at its discretion without responsibility for special packaging or the cheapest and fastest route.

4.2 SELEKT is entitled, but not obliged, to take out transport insurance, the costs of which must be borne by the contractual partner.

4.3 Transport damage must be reported to SELEKT immediately. Any claims against the transport company are assigned at the request of the contractual partner.

4.4 Items belonging to the contractual partner that are required for SELEKT to provide the service must be delivered free of charge to the agreed date or to the location specified by SELEKT. Such parts are returned freight collect from the place of use and at the risk of the customer.

4.5 Destruction during transport through no fault of SELEKT or the loss of the delivered materials at the place of use shall be borne by the contractual partner.

4.6 Delivery dates are only valid if they have been expressly confirmed in writing by SELEKT. If SELEKT is in arrears with its services, it must first be granted a reasonable grace period of 4 weeks, if this is possible. After this period has expired, the contractual partner can withdraw from the contract. If the delivery or manufacture of the goods is delayed as a result of strikes, lockouts, war, riots or other cases of force majeure, the delivery time is extended by the duration of the resulting delay.

5.1 The contractual partner is obliged to accept the service from SELEKT on the completion date specified by SELEKT.

5.2 The acceptance takes place regularly on the occasion of the - also verbal - approval of the event schedule by the contractual partner. This does not apply to the planning services, which are deemed to be completed and ready for acceptance upon receipt by the contractual partner.

5.3 Outstanding partial services or the elimination of defects will be made up for or rectified as quickly as possible. If they do not significantly impair the function of the object of performance, they do not entitle the customer to refuse acceptance.

5.4 If the service cannot be provided by SELEKT for reasons for which the contractual partner is responsible, the risk passes to the contractual partner on the day the notification of completion is received. SELEKT's performance is then deemed to have been fulfilled.

5.5 If the contractual partner is in default with the acceptance of the service from SELEKT / the goods and does not make a requested advance payment (see Section 12.3 of these conditions),  SELEKT is entitled to a lump-sum claim for damages in addition to approx freight costs already incurred amounting to 40% of the net value of the goods. In the case of goods specially created or manufactured for the client, a 100 percent claim for damages is deemed to have been agreed. For the rest, Section 12 of these conditions applies

6.1 In the event of termination by the contractual partner without good cause after the conclusion of the contract or as compensation for damages due to non-performance by the contractual partner, SELEKT can reclaim the costs incurred from the cancellation or failure of the event. Irrespective of this, the contractual partner undertakes to pay part of the agreed gross remuneration and the agreed gross additional costs   as follows as compensation:

• Cancellation of the event after conclusion of the contract = 25%
• Cancellation of the event after conclusion of the contract up to 4 weeks before the day of the event = 50%
• Cancellation of the event after conclusion of the contract up to 2 weeks before the day of the event = 75%
• Cancellation of the event after conclusion of the contract up to 1 week before the day of the event = 100%

The basis for calculating the cancellation fees are the 100% list prices. Discounts or special agreements as part of the event offer will not be taken into account. The cancellation of an order must be in writing. The contractual partner is allowed to prove that the damage did not occur or was significantly lower.

6.2 If, despite the declaration of completion, the contractual partner does not accept the service from SELEKT without an important reason, or if the contractual partner does not meet his performance or payment obligations or does not meet them properly, SELEKT shall be released from its performance obligation after setting a reasonable grace period and may demand compensation for non-performance.

7.1 The contractual partner must immediately provide SELEKT with all information necessary for the execution of the order. Delays due to a lack of cooperation on the part of the contractual partner are not at the expense of SELEKT.

7.2 The contractual partner assures that the data provided is correct and complete. The contractual partner must inform SELEKT immediately in writing of any changes to personal data or essential contractual information.

7.3 If SELEKT supports the contractual partner at an event, the contractual partner is the organizer and is solely liable for any damage arising from the event, with the exception of the principles from Section 9 et seq. of the present provisions.

7.4 The contractual partner undertakes to take all necessary measures to comply with legal requirements, in particular the applicable youth protection, fire protection, emission control and occupational safety regulations as well as building regulations and, in particular, in consultation with authorities Approvals, etc., to be obtained in good time unless otherwise agreed with SELEKT.

7.5 The contractual partner undertakes to take out organizer liability insurance for the event, unless otherwise agreed with SELEKT.

7.6  Approvals of all kinds are obtained from the contractual partner, unless otherwise agreed with SELEKT. The contractual partner is responsible for registering and paying the GEMA fees.

7.7. The contractual partner grants SELEKT powers of representation, insofar as these are necessary for the execution of the respective order. This includes, in particular, the power of attorney to submit and receive declarations of intent as well as the power to receive and pay money.

8.1 The contractual partner is obliged to check the performance of SELEKT upon acceptance and to give notice of defects. If, despite careful examination, a defect only becomes apparent later, this must be reported immediately. In any case, complaints about defects must be received by SELEKT no later than 7 days after the end of the event.

8.2 As a guarantee, the contractual partner can only demand subsequent improvements. The way in which the correct improvements are made depends on the discretion of SELEKT, which is also free to make a replacement delivery at any time.

8.3 The contractual partner can demand cancellation of the contract (change) or reduction of the price (reduction) if at least two attempts to rectify the same defect have failed.

8.4 If subsequent improvement is excluded due to the passage of time (end of the event), the contractual partner is only entitled to reduction rights.

8.5 SELEKT can refuse to remedy defects as long as the contractual partner has not properly fulfilled his contractual obligations.

8.6 If the notification of defects is made too late or if reservations were not made at the time of acceptance/handover due to known defects, the warranty claims expire entirely. The same applies if the contractual partner makes changes himself or makes it difficult for SELEKT to determine the defects.

8.7 Claims for damages, in particular those arising from a breach of the obligation to rectify the defect, are excluded unless they are based on gross negligence or intent.

9.1 SELEKT is only liable for timely and high-quality execution if the contractual partner has properly fulfilled its contractual obligations, in particular those relating to timely payment (see Section 12 of the General Terms and Conditions).

9.2 No liability is assumed for defective deliveries or services by external companies that are brought in on behalf of the customer, unless SELEKT can be proven to have intentionally or grossly negligently violated the duty of care when selecting and monitoring the external companies. If necessary, the customer can demand the assignment of SELEKT's claims against it.

9.3 Unless otherwise agreed, SELEKT is not liable for items brought in by the contractual partner, unless SELEKT caused the items to be damaged or lost through intentional or grossly negligent action.

9.4 Claims for compensation for damage of any kind, including damage not caused to the object of performance itself, such as delay, impossibility of performance, culpa in contrahendo and tort, are excluded unless the damage was caused intentionally or through gross negligence was caused and insofar as the fulfillment of the contract is not thwarted or endangered by the exclusion of claims for compensation.

9.5 Liability for non-typical (consequential) damage is excluded. This also applies to gross negligence.

9.6 If damage is not caused by SELEKT intentionally or through gross negligence, liability is limited to 50% of the agreed agency fee.

9.7 If gross negligence is proven to SELEKT, liability for damages is limited to the amount of the agency fee.

9.8 Claims for damages under the Product Liability Act remain unaffected.

9.9 Liability for culpable injury to life, limb or health under the statutory provisions remains unaffected.

10.1 All industrial property rights or similar rights (copyrights and ancillary copyrights, trademark rights, ancillary protection under competition law, patent rights) arising in connection with the services to be provided by SELEKT or by third parties commissioned by SELEKT – also on behalf of the contractual partner – remain unless expressly agreed otherwise , exclusively at SELEKT. The transfer of usage and exploitation rights requires a written agreement and always applies only to the specific event. Changes to concepts, drafts, etc. may only be made by SELEKT or by persons expressly commissioned by SELEKT.

10.2 The customer is only entitled to use concepts, drafts, etc. from SELEKT for their own purposes provided for in the contract; duplication is only permitted with the express prior consent of SELEKT.

10.3 With regard to the execution of orders according to the information or documents provided by the customer, the customer guarantees that the production and delivery of the services carried out according to his information and documents will not infringe third-party property rights. SELEKT is not obliged to check whether the information or documents provided by the customer for the provision of services violate or could violate the property rights of third parties. The customer is obliged to indemnify SELEKT immediately against any claims for damages by third parties and to pay for all damages resulting from the infringement of property rights and, if requested, to make advance payments.

10.4 SELEKT is entitled to record the event and to use the recording along with background information about the project for documentation and PR purposes. With the consent of the customer, SELEKT can refer to its company in a suitable manner on the contractual products. The customer can only refuse consent if he has an overriding interest in doing so.

10.5 A fee is agreed for the use and exploitation of image material to which SELEKT is the rights holder. If no fee has been agreed, it is determined according to the current photo fee overview of the Mittelstandsgemeinschaft Foto-Marketing (MFM).

SELEKT stores the documents relating to the order for a period of 6 months. If original templates are made available, the customer undertakes to produce duplicates. SELEKT assumes no liability for customer templates that are not requested back within one month of the end of the order.

12.1 SELEKT is entitled to invoice each individual service immediately after it has been rendered.

12.2 Unless otherwise agreed, invoice amounts are due for payment upon receipt of the invoice.

12.3 In addition, SELEKT is entitled to demand advance payments as follows to cover its expenses, unless otherwise agreed:

• 75% of the agreed remuneration when the order is placed,

• 25% of the agreed remuneration upon receipt of the final statement.

If the customer does not make the advance payment on the agreed date after the offer has been confirmed or services have been requested, SELEKT shall not be liable for the failure of the order. In this case, after a reasonable period of grace for advance payment has expired without success, the full amount of the agency fee shown for SELEKT becomes due. For the rest, Section 6.1 of these conditions applies.

12.4 Deductions of any kind are excluded. Down payments do not accrue interest.

12.5 In the event of default in payment after a reminder, SELEKT is entitled, without prejudice to further claims, to demand compensation for default in the amount of the usual minimum debit interest and commissions of the major banks (but at least 5% above the respective base interest rate of the Deutsche Bundesbank). Proof of lesser damage remains unaffected.

12.6 In the event of a delay in payment, after setting a deadline with the threat of rejection, SELEKT is further entitled to withdraw from the contract and to demand compensation for non-performance. The regulation of clause 6.1 of these conditions applies to the amount of the compensation.

13.1 The contractual partner may only offset undisputed or legally established counterclaims.

13.2 The rights of the contractual partner arising from this contractual relationship can only be transferred with the prior consent of SELEKT.

It is pointed out that as part of the business relationship or in connection with this, personal data, regardless of whether they come from SELEKT itself or from third parties, are processed within the meaning of the DS-GVO  .

SELEKT is entitled to use the services provided for the contractual partner as a reference in other contexts and in this context also to depict the contractual partner's brand; the customer is entitled to object to this in writing with effect for the future if he can prove a legitimate interest in this. In advertising and similar measures, SELEKT may also refer to itself. SELEKT is entitled to these rights without the contractual partner being entitled to payment.

16.1 The contractual partner grants  SELEKT comprehensive protection for all contact data (telephone numbers, e-mail addresses, contact persons, websites, etc.) that he has obtained through SELEKT.

16.2 In particular, the contractual partner assures that no business relationships beyond the jointly implemented project with other contractual partners and partners of SELEKT (hereinafter "third parties") without prior   (at least textual) notification to SELEKT and at least prior written consent by SELEKT, provided that SELEKT established the (initial) contact between the third party and the contractual partner. In the event of any culpable breach of this obligation, Selekt can assert a (pre-)contractual penalty against the contractual partner, regardless of claims for damages, the amount of which is at SELEKT's discretion and which can be reviewed by the deciding court in the event of a dispute. § 343 BGB is waived. "Third parties" within the meaning of this provision are in particular catering establishments (clubs, bars, restaurants), event locations, galleries, commercial rental properties, catering companies, security companies, craftsmen, agencies, technical service providers, printing companies, influencers, artists, musicians, photographers, videographers and Interior designers and decorators.

16.3 If the contractual partner was already in contact and/or negotiating with the respective third party before disclosure of a third-party contact by SELEKT, SELEKT must report this in writing without delay (within five working days after disclosure) and by means of appropriate written notices - where necessary Evidence of redacted correspondence (business initiation correspondence, cost estimates, invoices, contracts, etc.). After this period has expired, it is no longer possible to exclude the contractual partner and partner protection regulated above and, in case of doubt, contact between the contractual partner and the third party is deemed to have been established by SELEKT.

The present provision applies from the initiation of the contract between the contractual partner and SELEKT

17.1 The place of performance and place of jurisdiction for all disputes between the parties arising from the contractual relationship is the registered office of SELEKT. The same applies if the customer does not have a general place of jurisdiction in Germany, moves his registered office abroad after the conclusion of the contract or if his registered office is not known at the time the action is filed.

17.2 With regard to all claims and rights arising from this contract, the law of the Federal Republic of Germany (BGB, HGB) applies. The validity of the UN sales law (CISG) is expressly excluded.

Should individual provisions of these "General Terms and Conditions" be ineffective or void, this does not affect the obligations of the remaining provisions and the contracts concluded on their basis. The ineffective provision is to be replaced by an effective one that comes closest to the meaning and purpose.