Terms & Conditions

Allgemeine Geschäftsbedingungen und Datenschutzbestimmungen (Stand 01.01.2024)

1. General Information

INPOLIS UCE GmbH (hereinafter referred to as INPOLIS) offers third parties (hereinafter referred to as the “Client”) services in the areas of events, communication and programs as well as other business services (hereinafter referred to as “Services”). These are in particular conferences and events, specialist programs, study trips as well as visitor services and project management including all related communication services.

These General Terms and Conditions (GTC) govern the provision and performance of all services of the contracting parties and provide information on data protection provisions. They shall also apply to future transactions between the contracting parties without the need for further reference.

By placing an order or concluding a contract with INPOLIS and accepting deliveries and services from INPOLIS, the client acknowledges the following General Terms and Conditions.

General terms and conditions of the client shall only become part of the contract if they are recognized by INPOLIS in writing. Otherwise, these General Terms and Conditions shall take precedence. Acceptance of the agency’s services shall in any case be deemed to constitute acceptance of these General Terms and Conditions.

2. Conclusion of contract

2.1 INPOLIS shall prepare a written offer at the customer’s request. The contract is concluded upon reception by INPOLIS of the customer’s written order confirmation. The contract is generally concluded in writing or electronically.

2.2 If INPOLIS only receives the order confirmation after the validity date of the offer, an additional order confirmation from INPOLIS is required.

2.3 An offer shall include the service to be provided by INPOLIS, any necessary third-party services and the date or period on which the service is to be provided (hereinafter “service period”). INPOLIS is only obliged to provide services beyond the scope of the contract if INPOLIS expressly confirms this. This confirmation can also take place through the provision of services.

3. Implementation/procedure/additional services

3.1 INPOLIS shall provide the services in accordance with the previously defined service period and the confirmed program or event schedule.

3.2 INPOLIS must be notified immediately of any requests for changes to the service period or schedule, at the latest 14 days before the start of the event/program. INPOLIS will then check the feasibility of the requested changes. The new service period/program shall only apply if INPOLIS confirms this to the client. If additional work is required as a result of change requests, INPOLIS will invoice this at the agreed hourly or daily rates.

3.3 If the service period or schedule is not adhered to on the day of performance, resulting in program cancellations, INPOLIS shall be entitled to invoice the total services in accordance with the schedule.

3.4 In the event of price changes occurring after conclusion of the contract with third party service providers, as well as in the event of changes to the statutory value added tax, INPOLIS shall be entitled to adjust the agreed price accordingly. INPOLIS shall inform the client immediately of any expected price changes.

4. Services provided by INPOLIS

4.1 Own services
The agreed services provided by INPOLIS include conceptual and (accompanying) consulting services as well as organizational and project management services. Insofar as INPOLIS commissions subcontractors for this purpose, INPOLIS shall carefully select these contractors and ensure the proper provision of services by them. INPOLIS shall inform the client of any circumstances of which it becomes aware which could jeopardize the proper provision of the service.

4.2 Third-party services
Third-party services shall be commissioned by INPOLIS on behalf of the client. The contractual relationship between the client and the third party shall continue to exist even if INPOLIS is responsible for invoicing the third-party service. INPOLIS is entitled to commission the services in its own name and to invoice them to the client.

4.3 Rights to the service
INPOLIS shall remain the owner of all rights to the contractual services provided. Unless the parties expressly agree otherwise, the contract shall not transfer any copyrights, ancillary copyrights, image rights or other rights to the service. Rights to the service are both the rights to the execution of the event/program and to the underlying concept and compilation. All these rights remain with INPOLIS.

 4.4 Photography and filming, tape recordings
The recording of INPOLIS employees, as well as photography/filming in closed rooms and on property that is not freely accessible, requires the prior approval of INPOLIS and/or the owner. If such recordings are made without the required permission, the client undertakes to hand over the respective image carriers to the INPOLIS employee on request or to delete them immediately and verifiably in the presence of the employee and to hand over the recording device to the employee for the duration of the event. The customer undertakes to impose a corresponding obligation on the participants. The rights of third parties (in particular the owners of buildings and persons photographed) are not restricted by this provision.
The client and INPOLIS agree to the naming of the other contracting party and to the use of mutually agreed images in their company presentation.

5. Terms of payment

5.1 Unless otherwise agreed in individual cases, our prices stated at the time of order confirmation shall apply, plus statutory VAT.

5.2 All invoices from INPOLIS are due immediately and, unless otherwise agreed, must be paid within 14 days to the INPOLIS account stated on the invoice. Orders placed via booking platforms are due for payment immediately.

5.3 Upon expiry of the above payment deadline, the customer shall be in default. The statutory provisions shall apply to default of payment. In particular, INPOLIS is entitled to withdraw from the order and to continue to demand payment of the agreed fees.

5.4 The client shall pay the agreed total order amount to INPOLIS. Unless otherwise agreed in the order, the client shall make the following advance payments to INPOLIS:

• 1/3 of the estimated total order amount when the order is placed
• 1/3 of the estimated total order amount at least 14 working days before the tour/event/program takes place
• the remaining amount within 14 working days of receipt of the invoice.

INPOLIS reserves the right to demand up to 100% of the total order amount as advance payment, depending on the type of project and organizational period. Compliance with advance payments is an essential part of the contract.
INPOLIS is entitled to invoice partial services already completed separately. Any advance payments due for this part shall be credited.

5.5 Exceeding the budget by more than 10% requires the consent of the client.

5.6 The client shall reimburse INPOLIS for any third-party costs incurred in providing the service, unless these costs are settled directly between the third party and the client. INPOLIS is under no circumstances obliged to advance third-party costs on behalf of the client. The client shall make any higher advance payments on request to INPOLIS or the third party, if these are not covered by the advance payments mentioned under point 5.4. If such a higher advance payment is required, INPOLIS shall inform the client immediately.

5.7 Lump sums
Insofar as the parties have expressly agreed a lump sum for the services, the client’s consent is required if this lump sum is exceeded.

5.8 Typical third-party costs of study programs, such as entrance fees, costs for drinks and meals, public transport, etc. are only included if this has been expressly agreed in the contract. Here too, INPOLIS is not obliged to disburse any funds. The costs incurred by INPOLIS employees in this respect are to be reimbursed by the client. Insofar as the program also includes joint catering, the INPOLIS employee shall be provided with the usual catering for the other participants at no additional cost.

5.9 Offsetting against counterclaims is excluded unless these are undisputed or have been legally established. Payments made by the customer to INPOLIS shall be offset against the oldest existing debt.

5.10 Invoicing
Upon confirmation of the order, the Client shall provide the complete invoice address, including all relevant details such as purchase, supplier, cost center or project number. Any subsequent change will be charged with additional costs.

6. Performance of the contract

6.1 If the customer is late, there is no entitlement to the implementation or extension of the tour/program or to a refund/reduction of the tour/program price. The times for company visits/meetings are binding from the confirmed program and cannot be postponed at short notice or made up at no extra cost.

6.2 The customer shall designate a contact person who is available at all times and authorized to sign and make decisions and who is present during the performance of the service. This contact person shall ensure that the instructions of the INPOLIS employee are followed by the participants. The INPOLIS employee is entitled to demand certain behavior from the participants in order to achieve the agreed and punctual provision of the service, to avoid danger and harassment and to ensure the purpose of the service for other participants. The employee is entitled, without limiting INPOLIS’s entitlement to a fee, to exclude individual participants from the provision of services if they do not comply with his justified instructions or disrupt or endanger the provision of services. Participants who are under the influence of drugs or alcohol, who act or speak against basic democratic values or who provoke and disrupt through discriminatory behavior or statements may be excluded from participation at any time.

6.3 Insofar as INPOLIS prepares applications for the client as part of the provision of services (e.g. permits, visit authorizations, etc.), the client shall provide INPOLIS with the required information in the necessary form without delay, within a maximum of 3 working days. INPOLIS is not responsible for the refusal of such permits and is under no circumstances obliged to take action against such a refusal or to take legal action.

6.4 INPOLIS shall inform the client immediately of any changes to the schedule or visiting points that become necessary. INPOLIS shall attempt to take into account the client’s wishes with regard to the schedule and alternative visit points. INPOLIS is entitled to make reasonable changes to the schedule or program without the client’s consent, should these become necessary.

6.5 Insofar as INPOLIS has commissioned third parties to provide services, INPOLIS is entitled to replace these with other service providers. The same applies to third parties commissioned on behalf of the client. The client must be informed of such changes immediately. Additional costs must be agreed with the customer.

6.6 Deficiencies in INPOLIS’s services and their performance must be reported immediately by the client or their authorized representatives, expressly reserving their rights. Should this be impossible, the complaint must be made in writing within 24 hours of the deficiency being discovered.

6.7 Retention of performance
If the client is in arrears with payment obligations, irrespective of the legal grounds, INPOLIS may withhold the services.

7. Liability

7.1 Claims for damages against INPOLIS due to breaches of duty for which INPOLIS is responsible and which do not relate to material main contractual obligations are excluded, unless they are based on grossly negligent or intentional breach of duty by INPOLIS and/or its vicarious agents. Liability for damages other than personal injury is limited to EUR 50,000. Liability in tort for damages not caused intentionally or by gross negligence shall be limited to EUR 25,000 for personal injury and EUR 1,000 for property damage. If the client wishes to increase these liability limits, INPOLIS shall, upon request, offer the client a corresponding insurance policy, if available, at the usual conditions.

7.2 This limitation of liability shall not apply in the case of warranted characteristics or where liability is mandatory by law for damage to life, limb or health due to negligence or intent.

7.3 INPOLIS is not liable for the commercial success of the respective event or program.

7.4 INPOLIS shall only be liable for consequential damages to the extent that an assurance given by INPOLIS is intended to protect against such damages.

7.5 Insofar as INPOLIS commissions or arranges agreed third-party services on behalf of the client, INPOLIS’s obligation to perform is limited to the proper selection of the third party and the commissioning of the service. This also applies if INPOLIS commissions services agreed as third-party services itself. INPOLIS is not obliged to enforce compliance with the contracts against the third parties. INPOLIS shall, however, require the third party to comply with the contract and shall, upon request, assign to the client all existing rights vis-à-vis the third party.

7.6 The client shall inform INPOLIS immediately of any payments made by third parties in the event of damage and offset them against claims against INPOLIS. This also applies in particular to insurance benefits.

7.7 INPOLIS shall not be liable for the loss of or damage to property belonging to the client or participants during events.

Liability is also excluded if, despite concerns being raised, certain services are carried out on the instructions of the client or if participants in the event have disobeyed the instructions of INPOLIS staff. INPOLIS is also not liable for damages caused by the customer’s failure to cooperate.

8. Withdrawal/cancellation/cancellation of orders

8.1 INPOLIS is not responsible for the cancellation or restrictions of the event/program due to force majeure. Force majeure within the meaning of this provision shall also include natural events (fire, flood, earthquake), threats of assassination, sovereign measures, war, the absence of artists, strikes, political unrest, serious outbreaks of dangerous diseases. In such cases, INPOLIS cannot be held liable for damages. Cancellation costs under 8.2. shall apply, at least for the work performed up to the time of cancellation.

8.2 If the order is not carried out at the request of the client (in particular if the order is canceled) or due to an event in accordance with section 8 a), the client is nevertheless obliged to pay for all services provided up to the time of cancellation, but at least

• with order confirmation: 30%
• less than 28 full working days before the date of performance: 50%
• less than 14 full working days before the date of performance: 75%
• less than 7 full working days before the service date or in the event of no-show: 100%

8.3 INPOLIS is entitled to withdraw from the contract if an agreed advance payment is not made by the client, even after a reasonable grace period set by INPOLIS has expired. INPOLIS is also entitled to withdraw from the contract if its services are commissioned with misleading or false information regarding material facts, e.g. the identity of the client or the purpose of the event, or if INPOLIS has reasonable grounds to believe that the event cannot be carried out in a regulated manner for reasons relating to the client or the participants nominated by the client. The conditions of points 8.2. and 8.4. apply.

8.4 Costs of canceling third-party services
The client shall also reimburse the costs of canceling third-party services. If these are not covered by the rates under 8.2, they shall be governed by the respective cancellation conditions of the third party.

9. Statute of limitations

9.1 Claims by the contractual partner shall expire within six months, unless INPOLIS’s liability is based on intentional conduct. The statutory limitation periods for tortious claims, fraudulent intent and culpable impossibility remain unaffected.

9.2 The limitation period shall commence at the end of the month in which the service was provided by INPOLIS.

10.Personal data, data protection

10.1 Personal data which the customer provides to INPOLIS in the course of concluding and processing the contract will only be collected, stored and processed in accordance with the provisions of the Federal Data Protection Act and the Telemedia Act of the Federal Republic of Germany insofar as this is necessary in order to provide the services requested from us.

10.2 To facilitate this task, the contractual partner’s data may be exchanged with third parties involved in order processing. Beyond this, personal data will not be passed on to third parties unless this is necessary

• after justified assumption for the legal protection of third parties
• due to mandatory legal regulations;
• for the defense and protection of the rights of INPOLIS;
• to resolve technical difficulties
• or with the express prior consent of the contractual partner.

10.3 By personal data we mean the information provided by the customer in the course of concluding the contract, such as surname, first name, postal business address, email addresses, date of birth and telephone numbers.

10.4 Personal data will only be collected if this information is expressly provided by the contractual partner, e.g. as part of a registration or booking.

10.5 INPOLIS will use the customer’s personal contact details in particular to handle the business process, to provide information during and after the contractual relationship and for correspondence between the contracting parties. If necessary, we will use the data to inform you about follow-up services, changes or news from INPOLIS.

10.6 The customer and contractual partner has the right to information about all data stored about them at any time and also a right to the deletion and correction of this data. It should be noted that INPOLIS is subject to a retention obligation under tax and commercial law with regard to certain data (§ 147 para. 3 in conjunction with para. 1 no. 1, 4 and 4a AO, § 14b para. 1 UStG and § 257 HGB. In addition, INPOLIS is authorized to retain customer data or business letters with subscriber lists for a certain period of time (generally in accordance with the statutory limitation periods or storage periods) in order to safeguard legitimate, in particular legal requirements, such as contact lists during a pandemic and legal interests (see Art. 6 GDPR).

10.7 The customer and INPOLIS are jointly responsible for concluding a data processing agreement if necessary.

10.8 If a business partner or customer provides their contact details to INPOLIS via business card or email on their own initiative, they declare their consent to their contact details being stored by INPOLIS for the purpose of a business relationship. In this case too, the customer and contractual partner has the right to information about all data stored about him and also a right to deletion and correction of this data at any time.

10.9 All INPOLIS data is stored and secured on an EU server.
Data protection claims are not covered by this liability regulation.

11.Final provisions

11.1 Amendments or additions to the contract or these GTC must be made in text form. This also applies to any waiver of the text form requirement. Unilateral amendments or additions to the offer made by INPOLIS by the customer are invalid.

11.2 The place of performance and payment is Berlin.

11.3 The exclusive place of jurisdiction for commercial transactions, including the question of the validity and inclusion of these contractual conditions, is Berlin. The same applies if the customer has no general place of jurisdiction in Germany and the requirements of Section 38 (2) ZPO are met.

11.4 German law shall apply to the exclusion of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods.

11.5 Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties are obliged to replace an invalid provision with a valid provision that achieves the economically intended result. A corresponding obligation applies in the event of loopholes in the contract.