General Terms and Conditions
This General Terms and Conditions (hereinafter: GTC) contains the general terms and conditions pertaining to agreements concluded for the purpose of venue rental for holding events or other cultural programmes in the building of Vigadó, run by Pesti Vigadó Nonprofit Ltd., company registry number: Cg.01-09-191474 (1051 Budapest, Vigadó tér 2., hereinafter: the Lessor), and for providing ancillary services as requested by the Lessee.
Vigadó, run by the Lessor, is intended to house outstanding professional and artistic programmes and events as described in an act of law pertaining to the basic tasks of the founder of the Lessor, the Hungarian Academy of Arts. On the part of the Lessor, related tasks include the promotion of such artistic, cultural and protocol-purpose co-operations both at national and international levels that seek to serve and realise the above-described public task.
The Lessor concludes agreements in line with the above objectives bearing in mind that the event to be held in the scope of this Agreement – and any single agreement – should be an artistic event organised for the above purpose and should, at the same time, be compatible with the values represented by the Hungarian Academy of Arts.
Following from the above, the Lessee undertakes that in the scope of the events and artistic programmes held in the Venue it will pay special attention to the dignity and good reputation of the Venue and acknowledges that it is in the Lessor's particular interest that the requirements outlined in this Agreement be rigorously observed.
The Lessee can be any natural or legal person that rents a venue on the premises described above on the basis of a separate agreement concluded with the Lessor.
In case there is conflict between the stipulations contained in the GTC and the single agreement concluded with the Lessee, the stipulations contained in the single agreement shall prevail.
1. THE SCOPE OF THE AGREEMENT AND THE SCOPE OF SERVICES PROVIDED BY THE LESSOR IN THE VENUE INCLUDED IN THE RENTAL FEE
1.1 On the basis of a single venue rental agreement concluded with the Lessee (hereinafter: Venue Rental Agreement), the Lessor rents to the Lessee the venues outlined in the Venue Rental Agreement in the building of Vigadó run by the Lessor.
1.2 The Lessee is entitled to use the venue(s) exclusively for the purpose of holding the single specific event outlined in the Venue Rental Agreement in line with the event plan approved by the Lessor. The event plan includes the following details concerning the event (hereinafter: Event): the maximum number of participants at the Event, the description of the programme of the Event, the schedule of managing the Event, the description of special security-purpose arrangements to be carried out, the detailed description of technical requirements, and all other data and arrangements that are relevant with respect to the Event in question. Following the signing of Venue Rental Agreement, Lessor and Lessee agree on the details of the event plan that should be the latest, finalised and mutually accepted at least 5 days before the event taking place. The finalised and mutually accepted event plan is part of the Venue Rental Agreement. The contact person designated by the Lessee at point 9.1 is authorised to forward the event plan by any means set forth in point 9.3 to the Lessor; in case there is no opportunity for the designated contact persons of the parties to sing the event plan., the contact person designated under point 9.1 by the Lessor is authorised to confirm and accept the event plan by any means set forth in point 9.3. In the absence of verified event plan, the Lessor – without the consequences of the breach of contract – is authorised to deny the execution of the Rental Agreement, in which case the provisions set forth in point 5.1 shall apply assuming that the lack of acceptance of the event plan is due to reasons imputable to the Lessee. Any modification by the Lessee to the Venue Rental Agreement and the event plan included therein shall be carried out exclusively in writing minimum 5 days prior to the day of the Event. The Lessor is entitled to refuse any request concerning any modification received within 5 days of the day of the Event. Since the programmes and repertoire of a private event shall be compatible with the intellectuality and the mediated cultural values represented by Vigado, the Lessee is obliged to inform in advance, – until the signing of the Rental Agreement the latest – the Lessor about the programme planned. Should such information of the Lessor fail, the Lessor is authorised to ban the realisation of such programmes that are not fulfilling the aforementioned criteria. Lessor is obliged to inform the Lessee about such a decision.
1.3 By the Lessee's occupation of the Venue and the furnishings, fittings and devices located in the Venue, the Lessee gains no ownership right over the Venue or the furnishings, fittings and devices located in the Venue; the will of the Parties concerns exclusively the temporal transfer of the right of use concerning the above in exchange for payment.
1.4 During the term of the legal relation of rental, the Lessor provides the energy supply (electricity, gas, water, sewers) necessary for properly using the Venue for its purpose.
1.5 Annex 2 to the Venue Rental Agreement defines the scope of compulsory basic services and details the scope of services the Lessee is obliged to take with respect to the different venues located in the building of Vigadó.
2. THE SCOPE OF OPTIONAL SERVICES AVAILABLE TO THE LESSEE
2.1 At the Lessee's request to this end, the Lessor provides the optional services outlined in Annex 2 of the Venue Rental Agreement to the Lessee. The Lessee is obliged to request such optional services from the Lessor in writing (Order). The Lessor is entitled to make the confirmation of such an Order subject to conditions. The agreement concerning optional services is deemed concluded if the Lessee accepts in writing the Lessor's conditions defined on the basis of the Lessee's Order. Billing for optional services is concurrent with the billing for the rental fee.
2.2 Annex 2 of the Venue Rental Agreement contains the prices of optional services and other related conditions.
2.3. Lessee is obliged to pay the fees - established by the Agreement or its annex - of the services ordered even if the completion or use of such services have not been fulfilled in the ordered amount because of a change within its control or a change in its circumstances.
3. THE TERM OF THE AGREEMENT
3.1 The Venue Rental Agreement is effective as of the day of signing the Agreement or as of another date mutually defined by the Parties; the Lessee has fee payment obligations as of this date.
3.2 For the conclusion of the Venue Rental Agreement, the Lessee is obliged to produce its effective Certificate of Incumbency (signature specimen) evidencing authority to sign and shall provide a copy of this document. The Lessor is entitled to check the corporate status of the Lessor before concluding the agreement, and is also entitled to refuse the conclusion of the agreement if the Lessee is under bankruptcy proceedings, liquidation, final settlement or involuntary deregistration procedures, judicial review proceedings, an executory procedure, or in case the Lessor's tax number has been deleted or suspended.
3.3 The agreement terminates at the expiry of the term set out in the single Venue Rental Agreement. The Venue Rental Agreement shall not become an indefinite term agreement even in case the Lessee keeps using the Venue privy to the Lessor and the Lessor does not protest against this.
3.4 In Annex 1 (Event Plan) to the Venue Rental Agreement, the Parties define the interval for preparations, the time and date of the event and the interval for post-event activities, bearing in mind that the event is deemed finished once the last invited guest has left the building of Vigadó.
4. RULES CONCERNING PAYMENT, DEFAULT
4.1 The Lessee is liable to a pay fee set out in the Venue Rental Agreement. The fee includes the consideration charged for the use of the Venue as well as the considerations charged for the services detailed in Point 2 and Annex 2 of the Venue Rental Agreement.
4.2 In consideration for the obligations set out in the single Venue Rental Agreement and for the separately ordered and confirmed services, the Lessee shall pay the Lessor, based on a advancement request form via bank transfer, 50% of the rental fee due for the Lessor in the form of an advance payment within 10 (ten) days following the signing of this Agreement by both Parties, but by the day set forth in the advancement request form the latest. Within three working days following the crediting of the advancement by the bank, the Lessor issues an advancement invoice for the Lessee– requiring no payment from the Lessee – about the payment made based on the advancement request form. The Lessor's invoice is deemed financially settled on the day the Lessor's financial institution managing its bank account credits the sum appearing on the invoice on the Lessor's bank account. For the Lessor's request Lessee is liable to prove the payment of the rental fee by producing the related irrevocable payment order during working hours on the day preceding the Event at the latest. In case the Lessee does not perform its obligation to pay advancement in a timely manner, the Lessor shall be entitled to make arrangements for preventing the Event from taking place. The remaining 50% of the rental fee shall be paid by Lessee within 14 days following the last day of the Event on the basis of a final invoice prepared by Lessor.
4.3 The Parties define the sum of the fee payable in the single Venue Rental Agreement on an hourly basis and with hourly precision. It is in the Lessor's primary interest that the Event ends at the time stipulated in the Agreement as the continuous operation of the premises can be planned and managed only in this case. In consideration of this, the fee referenced in the single Venue Rental Agreement is only applicable on condition the Event does end in a timely manner.
4.4 The Lessee acknowledges that in the case of any event ending later than 24.00, the Lessor shall charge starting from 24:00 an extra sum equalling 10% of the rental fee for each hour commenced with the proviso that the event shall not end later than 2.00 a.m. even in that case. In case the Event is not finished within two hours after the originally planned end time of the Event or by 2:00 a.m., the Lessee falls in serious breach of agreement.
4.5 Apart from the case set forth by point 4.4 above, if the Event ends later than the time set out in the single Venue Rental Agreement, the Lessee shall be liable to pay an extra sum on top of the regular rental fee equalling 35 % of the hourly rate of the regular rental fee for each hour commenced; nevertheless, even in that case the Event shall not finish at a time more than 2 hours later than the originally planned end time.
4.6 The Lessee acknowledges that in case the period of rent is extended in line with Points 4.4 and 4.5, then on top of the penalties detailed above, after each hour commenced, it is liable to pay also for any other service charged on an hourly basis as per the Lessor's quotation or the single Venue Rental Agreement.
4.7 In case the Lessee fails to receive an invoice, it shall report this to the Lessor without any delay and the Lessee shall be held responsible for any damage caused by its failure to report. The Lessee's obligation to pay the rental fee and any other fee for ancillary services and the pertinent deadlines also apply in case the Lessee fails to receive an invoice for any reason.
4.8 The Lessee shall not have the right to unilaterally set off, deduct or withhold any amount against the rental fee or any other fee charged for any service under any title.
4.9 If the Lessee falls in default of observing the payment deadline, the Lessor is entitled to cancel the agreement, in which case the Lessee is liable to pay penalty for default of an amount defined in Point 5.1. The payment of default does not exempt the Lessee from its obligation to compensate the Lessor for the damage caused by its breach of agreement.
4.10 The Lessee's obligation to pay is independent from the performance of any third party, thus, especially but not exclusively, from the sum arising from ticket sales planned by the Lessee or the effectiveness of ticket sales. The Lessee is liable to pay the relevant fees as set out in this Agreement even in case the attendance at the Event does not meet its preliminary expectations.
4.11 The Lessee is to be held financially responsible for any credibly evidenced damage to the Venue, its furnishings, the Lessor's devices or for any damage caused to any third party by the Lessee, its invitees or fulfilment partners during the term of this Agreement. The representatives of the Lessor and the Lessee jointly draw up a minute concerning the damage incurred, based on which the Lessee shall assume liability and responsibility for any damage to property with respect to any credibly evidenced damage attributable to the Lessee or any person under its scope of responsibility.
5. THE CONSEQUENCES OF THE NON-REALISATION OF EVENTS
5.1 If this Venue Rental Agreement is not realised partly or fully due to the fault of the Lessee or due to any reason within the Lessee's control or sphere of interest, and as a result of this the event is not realised, the Lessee is liable to pay penalty for default in the amounts as follows: up to the 30th day preceding the first day of the fixed period outlined in the agreement, this amount is one hundred (100) % of the rental fee; within the 31st and 90th days preceding the first day of the fixed period outlined in the agreement, this amount is fifty (50) % of the rental fee. Over 90 days prior to the first day of the fixed period outlined in the agreement, the Lessee shall be entitled to cancel the agreement without any obligation to pay penalty for default or to provide any justification. The Lessor is entitled to deduct the amount of penalty for default from the sum of advance paid by the Lessee and shall settle accounts with the Lessee with respect to any sum exceeding this amount. The Lessee shall pay any amount of the penalty for default exceeding the sum of advance already paid within the deadline specified in the Lessor's written request to this end. The following cases shall be deemed defaults falling within the Lessee's sphere of interest: the Lessee terminates, or withdraws from the single Venue Rental Agreement prior to commencing the rental period or during this period; and all cases in which the reason for withdrawal is not constituted by the Lessor's defaulting conduct.
5.2 If the performance of the agreement fails due to any reason attributable to the Lessor, the Lessor is liable to settle accounts with respect to the rental fee already paid, and is liable to compensate the Lessee for any evidenced damage incurred by it in line with the general rules set out in the civil law with the proviso that the limit of such compensation shall be the sum of the rental fee. Above this sum, the Lessor is not liable to pay any further compensation. The Lessee accepts this liability limitation and acknowledges it.
5.3 In case the performance of the agreement fails due to any reason for which both or neither Party is responsible, the agreement terminates and the Parties are liable to settle accounts with respect to the considerations for the services already provided.
6. VIS MAIOR
6.1 The non-performance of the obligations outlined in the agreement on the part of either Party due to any reason beyond the control of such Parties (vis maior) does constitute any breach of agreement. Vis maior events shall include those non-foreseeable events and circumstances beyond human control (e.g. war, nationwide strike, earthquake, flood, fire, act of terrorism, etc.) that do not depend upon the will of the Parties and directly prevent or hinder a given Party in performing its contractual obligations. At the request of the other Party, the Party concerned is liable to produce appropriate documentation issued by the competent authority or interest representation body of its country of origin evidencing the event of vis maior. Failure to realise the Event due to the illness of the invited performing artists or due to any similar event does not constitute a vis maior event.
6.2 In the lack of any written agreement by the Parties to the contrary, deadlines set out in the agreement are proportionally extended with the period of the vis maior event. Any damage resulting from any vis maior event non-inflictable to any other entity shall be borne by the contracting Parties. In case, due to any vis maior event, the rental period already commenced is interrupted, the Lessor is entitled to an amount of the rental fee proportional to the rental period actually elapsed up to that point.
6.3 The contracting Parties are liable to mutually inform each other in writing without any delay about any imminent event of vis maior, any actual occurrence of vis maior and its expected duration. For any damages incurred as a result of delayed information-provision about any imminent or actually occurring event of vis maior, the Party responsible for providing such delayed information-provision shall be held responsible.
7. THE LESSEE'S RIGHTS AND OBLIGATIONS
7.1 In line with the single Venue Rental Agreement, the Lessee shall pay fees in exchange for the rental and the services provided.
7.2 The Lessee shall use the devices made available to it by the Lessor in the scope of the performance of the Venue Rental Agreement as appropriate to the intended purpose of such devices and is liable to arrange for keeping such devices in a condition that allows their use for their intended purpose. The Lessee is responsible for any damage resulting from any improper use or any use not in line with the agreement.
7.3 In its own publications relating to the event (posters, fliers, programme booklets, press releases), the Lessee is liable to use both the logo made available to it by the Lessor and the official name of the venue of the event: PESTI VIGADÓ. In case the logo or the name of the venue is not used in its official form, the Lessor is entitled to request the withdrawal of the publications and is liable to request compensation.
7.4 The Venue shall not be sublet by the Lessee, and the Lessee is entitled to designate any third party to perform the agreement for it only based on the Lessor's written consent to this end.
7.5 Parties agree that in case the Lessee wishes to provide catering services for its guests in the scope of the Event, it is entitled to do so exclusively by way of taking out the services of the partner with a contractual relationship with the Lessor and through the Lessor's mediation. The Lessee is only entitled to provide catering services by way of any other service provider on the basis of the Lessor's prior written consent and in that case it shall be liable to pay HUF 2,000 (two thousand) + VAT per guest actually taking part at the Event on top of the fees set out in this Agreement. Annex 2 to the Venue Rental Agreement sets out the details concerning the services provided by the catering service provider designated by the Lessor (menu, service staff, cutlery, etc.).
7.6 The Lessor expressly excludes that any entity or person, apart from the service providers designated it, provides any service for any compensation on the premises of the Venue without its prior written consent; the Lessor is entitled to refuse access to its Venue with respect to such entities or persons.
7.7 In the case of requesting the services of any service provider in a contractual relationship with the Lessor or any service provider commissioned by the Lessee, it is the sole responsibility of the Lessee, in both of the above cases, to arrange for the observance of the special regulations concerning children and minors stipulated by the Hungarian Act CLV of 1997 on Consumer Protection in the scope of serving guests during the Event.
7.8 Concerning events for a select group of people, if the guests present at the Event behave in a way that this destroys Vigadó's dignity and undermines its good reputation or if they violate Vigadó's house rules, the Lessee shall be liable to pay penalty for default in an amount equalling 30 (thirty) % of the fee set out in this Agreement. Any anti-social behaviour or any violent behaviour exhibited by the guests suitable for generating fear and indignation in other guests or non-guests particularly constitutes behaviour that destroys Vigadó's dignity and undermines its good reputation. If any of the Lessor's employees or any other person representing the Lessor notices any such behaviour, then such employees or persons are entitled to call on the Lessee to immediately arrange for the termination of such behaviour or activity. In case the Lessee does not act to this end, the Lessor's event coordinator is entitled to terminate the Event. In that case the Lessee is not entitled to any compensation claim or any other claim whatsoever.
7.9 All tasks associated with the management, preparation and execution of the Event as well as the organisation of the Event constitute the Lessee's jobs except those services the management and arrangement of which the Lessor specifically undertakes in the Venue Rental Agreement.
7.10 The Lessee represents and, by signing this Agreement, warrants that it has the right, without any restriction, to organise the event as per the Event Plan attached to this Venue Rental Agreement as Annex 1 (it has obtained all relevant permits from all potentially competent authorities and persons), that is not under liquidation, final settlement or bankruptcy procedures and that it maintains appropriate employment relations in line with Decree 1/2012 (I. 26.) of the Minister for National Economy.
7.11 The Lessee is exclusively responsible for the rightful use of any work qualifying as intellectual property falling under the stipulations of Act LXXVI of 1999 on Copyright or falling under the scope of any other regulation on copyright pertaining to the work in question played, shown or screened during the Event. The Parties agree that exclusively the Lessee qualifies as user with respect to the work(s) played, shown or screened during the Event falling under the scope of copyright protection; being aware of this, the Lessee is exclusively liable to fulfil any payment obligation arising with respect to any use-related or other royalty payable to any copyright beneficiary. In case any beneficiary files a royalty-related claim against the Lessor, the Lessee shall assume direct responsibility for such at the Lessor's request. The Lessee assumes legal warranty and full liability for damages that the copyrighted works used in the Venue to be rented based on this Agreement and the performances of neighbouring rights do not violate the rights of copyright and neighbouring right holders or any right of any third party established on the basis of any legal act or agreement. In case any third party files a claim for such use against the Lessor under any title, the Lessee shall be liable to assume full responsibility in place of the Lessor and compensate the Lessor for any damages incurred by it. The Lessee is obliged to ban to any and all participants of events to make any sound recording, and/or take visual footage or audio-visual footage of such events, in particular of performances protected by copyright. No entity, including the Lessee, shall be entitled to make such recordings without having obtained the performer's (or performers') and the Lessor's prior written consent to this end. The Lessor excludes all its liability with respect to all claims arising from, or enforced due to the act of making any sound recording, and/or taking visual footage or audio-visual footage in the lack of consent to this end by the copyright holder(s); and the Lessee shall assume full responsibility for any and all such claims.
7.12 The Lessee shall use the rented venues exclusively for the purpose of organising the Event, excluding all activities that are not necessary to this end. During the use of the rented venues, the Lessee (and all contributors it involves for the purpose of organising the Event) shall observe all effective laws and regulations, and all rules concerning the building of Vigadó communicated by the Lessor, especially the terms and stipulations in the House Rules and the Regulations on Access Cards. The Lessee acknowledges that the currently valid and effective House Rules are found on the webpage of Vigadó at www.vigado.hu/hazirend. The Lessor is entitled to inform the Lessee about any changes in the House Rules exclusively through its website and it is the Lessee's responsibility to follow up any possible changes in these House Rules.
7.13 The Lessee is entitled to involve in the organisation and management of the Event exclusively the subcontractor(s) or other contributor(s) set out in the Venue Rental Agreement and is liable to make arrangements for the exclusion of any further subcontractors its subcontractor(s) may otherwise involve. The Lessee shall be held fully liable for the behaviour of the subcontractors and other contributors it involves. The Lessee's responsibility holds also in the lack of any contractual relationship with the entity causing any damage on condition the entry of the entity causing the damage to the premises of Vigadó or the co-operation of such entity in the organisation of the Event has been requested by the Lessee or its subcontractor in line with the terms and stipulations in the Regulations on Access Cards.
7.14 The Lessee is solely responsible for the Event, and from this it follows that it shall exempt the Lessor from any claim enforced by any third person against it concerning damages associated with the Event and also from any additional expenses associated with such claim any third person may reinforce in connection with the Event. The assumption of responsibility detailed in this Point does not burden the Lessee solely on condition the service in question concerning which a claim for damages has been filed has been provided by the Lessor to the third persons enforcing the claim.
7.15 The Lessee is responsible for obtaining all authority approvals, permits and licences that are necessary for holding the Event. The Lessor shall not be held responsible in any way for the non-availability or the incompleteness to the Lessee of any authority approvals, permits or licences, or if the issuance of such documents to the Lessee is refused or is made available only with delay. It is exclusively the Lessee's responsibility to be informed about what licences are necessary for holding the Event and how long the obtaining of such licences will take. If any such approvals, permits and licences are not available to the Lessee and thus the Event cannot be held, then this circumstance shall be deemed a reason arising in the Lessee's scope of interest, which does not affect the Lessee's payment obligation. As per the above, the Lessee shall be liable to obtain all authority approvals, authorisations and licences that are necessary for running the Venue and for performing the activities outlined in this Agreement, and shall be liable to comply with the stipulations in the said approvals, authorisations and licences. The Lessee warrants that the Lessor shall assume no responsibility whatsoever for the Lessee's breach of the obligations outlined above.
7.16 In case the Event is cancelled for any reason, the Lessee assumes exclusive responsibility for refunding the already-sold tickets to the Event and for reimbursing the price of such tickets; with respect to this, the Lessor shall assume no responsibility whatsoever unless the Parties have agreed to jointly sell tickets, in which case the Lessor shall be liable to reimburse, with respect to the tickets it has sold, the price of such tickets directly to the persons having purchased these tickets.
7.17 The Lessor represents that it has relevant experience concerning the organisation of the Event and, bearing this in mind, the Parties agree that the Lessee shall act with the care usually expectable from such persons during the organisation and holding of the Event.
7.18 The Lessee shall be entitled to use exclusively the premises outlined in Annex 2 to the Venue Rental Agreement; it shall use any other part of the building only to the extent that such use is absolutely necessary for its access to the rented premises and shall do so only for the purpose of access to the rented premises.
7.19 Two days prior to this Agreement taking effect, the Lessee is liable to communicate to the Lessor the names of the persons it requests entrance for within the scope of the Venue Rental Agreement. As necessitated by the circumstances, the Lessor is entitled to limit the number of persons authorised to enter to a minimum strictly necessary for the smooth management and the holding of the Event. The Lessee shall receive the access cards for entry from Pesti Vigadó Nonprofit Ltd.'s Facility Management Section. Concurrently with this, the Lessee shall produce and hand over a list of all devices it wishes to bring to the premises of Vigadó and shall arrange for registering such devices with the Lessor. The Lessee acknowledges that it shall be entitled to bring to the building of Vigadó only those devices that both bear a bar code provided by the Lessor and have been registered by the Lessor and it shall be entitled to remove from the building of Vigadó only those devices that bear the bar code attached to them at the entry of such devices and thus they are identifiable.
7.20 The Lessee is entitled to offer gratis food products and beverages in the Venue exclusively in possession of the Lessor's prior written consent. In case the Lessee carries out any sales activity in the Venue without obtaining the Lessor's consent, it shall be liable to pay penalty for default equalling 10 (ten) % of the rental fee outlined in the agreement.
7.21 The Lessee is entitled to store all of its property and devices necessary for organising and holding the Event in the premise(s) designated by the Lessor. The Lessee shall, at the same time, have transported from the premises of the Venue all of its property and other movables taken by it to the premises of the Venue – even if such property and movables bear no value – by the hour set out in the single agreement on the day the agreement terminates the latest. If the Lessee fails to fulfil this obligation, the Lessor is entitled to arrange for the transportation or storage of such property and movables at the Lessee's expense, or it is entitled, at its sole discretion, to arrange for the dismantling and transportation to the seat of the Lessee of such property and movables at the Lessee's expense. The Lessee is not entitled to store in the Venue any dangerous devices and materials, any devices and materials that pollute the environment or pose a health risk, or any devices that the pertaining legal acts do not permit. The Lessor assumes no responsibility for any perishable goods or things deposited in the Venue by the Lessor. The Lessee shall arrange for the guarding of stored devices; the Lessor shall assume no responsibility for the loss of, or damage to, such devices.
7.22 The Lessee assumes full responsibility for the rented premises, as well as the furnishings and fittings located therein until it has surrendered the Venue to the Lessor.
7.23 The Lessee shall not make any alterations to the Venue – including alterations not affecting the condition of the premises – and it has the right to hang or attach any object to the premises only after having obtained the Lessor's prior consent.
7.24 The Lessee undertakes to observe, in line with the actually effective laws and regulations, that it will not exceed any maximum values with respect to sound, vibration and noise levels generated by its activity.
7.25 During the term of the Venue Rental Agreement, the Lessee shall have exclusive right to use the Venue and the Lessee shall have the right to define the scope of persons allowed to enter the rented premises; it shall, however, grant entry to the Lessor for the purpose of carrying out any checks it deems appropriate and necessary even without any prior notice, with the proviso that the Lessor shall enforce its right hereto exclusively without hindering and impeding the organisation and holding of the Event.
7.26 The Lessee shall ensure the following within 3 hours following the end of the Event (but by 6.00 a.m. the latest): all dismantling jobs will have been completed; the full restoration of the Venue to its original state prior to its rental has been completed; the transportation of all the Lessee's movables has been completed; its staff, agents, subcontractors, contributors, the guests partaking in the Event and the invited performing artists (if applicable) will have left the premises of the Venue by the time and date of the termination of the agreement. Should the Lessee fail to do so, it shall pay the Lessor, on an hourly basis, penalty for default on top of the rental fee of an amount equalling 50 % of the rental fee. The Parties expressly exclude the Venue Rental Agreement's becoming an indefinite term agreement. The Lessor's potential acts of failure to protest against any further use of the Venue does not constitute either a conduct referencing the will to extend the agreement or to waiver any right the Lessor is entitled to in accordance with the stipulations of this Agreement. Paying the penalty for default does not exempt the Lessee from its obligation to compensate the Lessor for any damage arising from a potential event that the Lessee fails to surrender the Venue to the Lessor at the termination of the agreement or actually does so but not in accordance with the agreement.
7.27 The Lessee shall be liable to vacate the Venue in the presence of the person designated by the Lessor, who checks the Venue. In case any damage has been done either to the Venue or the devices made available to the Lessee and listed in Annex 2 to the Venue Rental Agreement, the Lessee shall compensate the Lessor for any such damage.
7.28 The Lessee shall surrender the Venue to the Lessor after proper cleaning. To this end, the Lessee shall take out the Lessor's services or request the assistance of the Lessor's staff, for which services an extra fee is payable.
7.29 The Lessee acknowledges that – apart from the scenario outlined in Point 7.4 – it shall take out the services, outlined in the Venue Rental Agreement and its annexes, offered by the Lessor or the persons designated by it, for which extra fees shall be payable.
7.30 The Lessee undertakes to assume full responsibility in place of the Lessor and to compensate the Lessor for any damages incurred by it should any third party file a claim against the Lessor for any breach of this Agreement on the part of the Lessee. The Lessee's assumption of full responsibility shall be without prejudice if the Lessor has not informed the Lessee about, or has not involved the Lessee in, any pending court or out-of-court procedure (including cases of payment order procedures) against any third party based on this Point.
7.31 The Lessee undertakes that it shall separate the spaces constituting Vigadó's public spaces belonging to the premises rented by it on the basis of this Agreement from the rest of the public spaces in the building using a cordon line so that no unauthorized persons can enter the premises of the Event. As a compulsory service, the Lessor provides a staff of hostesses for this purpose, as outlined in the single Venue Rental Agreement, for an extra fee. The Lessee acknowledges that the Lessor is entitled to hold other events in its public spaces concurrently with the Event outlined in this Agreement, which events also draw audiences.
7.32 In the cases and the conditions set out in the single agreement, the Lessor – with respect to the nature of the Event in question – can provide the Lessee with full or partial closed-door premises in the building of Vigadó for the period outlined in the single Venue Rental Agreement. The Lessee acknowledges that the provision of closed-door premises is associated exclusively with holding events for a select group of people and that this service shall terminate right after the time designated for dismantling the Event has elapsed.
8. THE LESSOR'S RIGHTS AND OBLIGATIONS
8.1 The Lessor shall make the Venue available for the Lessee during the entire period set out in the single Venue Rental Agreement in a condition that makes the Venue appropriate for its intended use. The Lessor represents that the Venue shall be appropriate for its intended use during the entire period set out in this Agreement and that no third person has any right that would exclude or limit the use of the Venue on the part of the Lessee.
8.2 The Lessor is entitled to pledge with respect to the amounts of the rental fee and any associated costs, as set out in this Agreement, over the Lessee's movables located in the Venue. As long as the pledge remains in place, the Lessor's shall be entitled to prevent the transportation of movables in pledge.
8.3 During the Event, the access control and registration of guests are the responsibility of the Lessee; however, the Lessee shall take out the services of the staff provided by the Lessor, who are fully aware of the specificities of the building, for carrying out the management associated with these jobs and for providing appropriate seating services. The Lessee shall manage a register concerning the number of persons undergoing access control and shall provide information about this to the Lessor at any time at its request to this end. The Lessee is responsible for observing that the possible highest number of guests is not exceeded. In case the Lessee provides access to the Event in exchange for consideration, it shall solely organise the sale of tickets, or it can organise such sale by involving the Lessor's contractual partner in exchange for consideration. The Lessee acknowledges that ticket sale on the premises is possible only on the basis of an agreement concluded with the Lessor's contractual partner; the Lessee shall not sell tickets. In case the Lessee provides participants with access to the Event in exchange for consideration, the collection of such consideration should be carried out prior to the Event: such activity is not possible on the premises of the Event.
8.4 The Lessor shall provide the Lessee with the technical devices set out in the Venue Rental Agreement. The Lessee shall transport its own technical and decorative devices to the Venue only on the basis of the Lessor's prior written consent on condition the Lessor is not in possession of such or similar devices suitable for the given purpose and if the Lessor cannot take out any service provider's services to this end. In case neither the Lessor nor the Lessee is in possession of the devices suitable for holding the Event, the Lessor shall procure such necessary devices at the Lessee's expense if this is feasible within the period between the conclusion and the taking effect of the agreement. Failure to do so does not constitute the Lessor's responsibility.
8.5 In the case of artistic performances or any other shows where this is necessary, the Lessor shall provide opportunities for rehearsals as set out in the Event Plan, as well as for pre-event tuning and spatial arrangements or any other preparatory activity necessary for holding the Event.
8.6 The Lessor's staff enjoys full power to perform access control and checks in the premises of the Venue during the entire term of the agreement, which right shall not be limited by the Lessee. The competent representatives of the Lessor can prohibit the commencement or the continuation of any programme, any part of any programme or any other activity related to the Event, its preparation or management, if they deem that such programme or activity jeopardises the safety, intactness or security of the persons present, the Venue, or its furnishings and fittings or if such activity is against the law or the stipulations of the Venue Rental Agreement. In that case the Lessee is not entitled to file any compensation claim against the Lessor.
8.7 The Lessor is entitled to use any premise of the building of Vigadó not affected by rental for its own purposes even during the rental period and it is entitled to carry out all actions to ensure the safe and appropriate running of the facility; it is further entitled to carry out necessary and urgent repairs – bearing in mind the nature of the Event – even during the rental period. The Lessor can disturb the Event only to the extent it is absolutely necessary for eliminating any imminent faults, defects or problems. The Lessor is entitled to separate the public spaces in the building and to use such spaces for its own purposes or for the purpose of any other events being held in the building and shall do so to the extent that this does not make the Lessee's entry to the Venue impossible.
9.1 The Parties agree that they designate contact persons on behalf of both Parties in the single Venue Rental Agreement. In case the notice or communication received does not originate from the person authorised to represent the given Party, the contact person designated by the Party, or the proxy of the Party, the Party having sent such notice or communication acknowledges that the Party receiving such notice or communication is entitled to deem such notice or communication null and void.
9.2 The appointment of proxies shall, as a minimum, be fixed in a private instrument with full probative force and an original copy of such a document shall be handed over to the other Party.
9.3 The Parties shall send in writing to the other Party all official notifications or any other communications set out in, and related to, the Venue Rental Agreement, which shall be deemed to have been delivered and given if such notifications or communications have been personally delivered and handed over the addressee, or if such notifications or communications have been delivered by post as registered recorded mail and if the advice of delivery returned from the addressee proves either receipt or contains one of the following labels: "the addressee has moved to an unknown location", "unknown addressee", "the addressee has moved", "inappropriate address" or "unclaimed". The contracting Parties also accept the transfer of official notifications or any other communications through fax or by electronic means (e-mail) in case the reception of such notifications or communications is confirmed by the addressee and if the Party having sent such notifications or communications also sends the original copy by post if this latter act is reasonable or is specifically requested by the addressee. In the case of dispute, the date of delivery shall be:
- the date of receipt in the case of personal delivery;
- the day of sending the document in the case of transfer by fax or e-mail;
- the day of delivery in the case of successful postal delivery;
- the fifth day following the day of posting in the case of unsuccessful postal delivery.
9.4 The Parties shall make out or fill out all documents related to the performance of this Agreement in a legible way and such documents shall include the names and titles of the persons having signed these documents in a legible form. The Parties may refuse acceptance of any such documents filled or made out by the representative of the other Party that do not conform to this rule and may also refuse to perform any obligation of theirs pertaining to the document refused up until a legible document has been filled and made out and received by them.
9.5 If the contracting Parties send a copy of any original document to the other Party, the representative of the Party sending the document shall sign the document, shall include his/her title and shall include the following text: "This is a true and complete copy of the original document."
9.6 The contracting Parties shall, without delay, communicate to the other Party any changes in their data (especially concerning the address, bank account number, tax number of their company) or any changes with respect to their contact persons. Any responsibility associated with any justifiable claim for any damage arising from failure to report on this or the delayed performance of this reporting obligation lies with the party falling in default.
10. THE TERMINATION OF THE AGREEMENT
10.1 The Agreement concluded by and between the Parties can be terminated by way of a written notice with immediate effect, or through the mutual consent of the Parties.
10.2 The Agreement may be terminated by way of a written notice with immediate effect if either Party falls in serious breach of any of their obligations set out in this Agreement.
10.3 It particularly constitutes a serious breach of agreement on the part of the Lessee if any obligations set out in Point 7 of this Agreement or deemed as such breach in the Venue Rental Agreement are breached. Furthermore, it constitutes a serious breach of agreement on the part of the Lessee if it fails to terminate the use of the Venue for purposes other than its intended purpose, despite the Lessor's specific request to this end, within the deadline set out in the said request.
10.4 On the part of the Lessor, it constitutes a serious breach of Agreement if the Venue is not suitable for appropriate use during the term of this Agreement, or if the right of any third party excludes the Lessee's enforcing its rights.
10.5 The reasons for terminating the single Agreement with immediate effect include bankruptcy, liquidation or final settlement procedures initiated against the other Party.
11. MISCELLANEOUS PROVISIONS
11.1 The contracting Parties agree that any modification to this Agreement shall exclusively be made in writing and with the mutual consent of the contracting Parties.
11.2 Parties agree that the Lessor is able to accommodate any changes in Lessee's requests with respect to those set out in the single Venue Rental Agreement on condition the Lessor is informed about such changes at least 5 days prior to the date of the Event. The Parties agree that the latest date of any modification to this Agreement is the day 5 days prior to the Event.
11.3 The other Party's prior written consent shall be obtained for the full or partial transfer of any right set out in this Agreement.
11.4 During the performance of this Agreement, any information relating to the other Party's business activities, products, services or technical know-how revealed to either Party shall constitute business secret and the contracting Parties shall deem such information confidential. The Party having come into possession of information about the other Party's confidential information shall use such information exclusively in connection with this Agreement, it shall not communicate such information to any third party without the prior written consent of the other Party, shall not disclose it to the public, and shall not copy or reproduce such information in any way. The Parties acknowledge that according to Section 5 (5) of Act LXVI of 2011 on the State Audit Office, the State Audit Office of Hungary may audit procurements funded from the subsystems of public finances and contracts concerning the assets belonging to the subsystems of public finances at the principals (asset managers), at the individuals or legal entities acting on behalf of, or representing, the principals (asset managers), at the contracting parties that are responsible for the performance of such contracts, as well as at any parties participating in the performance of such contract.
11.5 The Parties agree that they shall mutually protect each other's confidential information as if it were their own. Any confidential information received in the scope of this Agreement – including any copies of such information stored in any data storage facility – shall be returned to its owner according to the provisions of the owner of the information, or shall be destroyed in the following cases: the agreement ceases to have effect, the agreement terminates or the owner of the information requests so.
11.6 The Parties shall attempt to settle any dispute concerning the execution of this Agreement by peaceful means. The contracting Parties are liable to execute amicable settlement. In case such amicable settlement is unsuccessful, the Parties agree that the court with the competence and jurisdiction in line with the general provisions of Act III of 1952 on Civil Procedure shall have capacity to act.
11.7 The questions not regulated in this Agreement shall be governed by the Hungarian Civil Code and the provisions of other related laws.
Effective date: 1st October 2014.
General Terms and Conditions