PROVISION OF SERVICE AGREEMENT
concluded as of the day, month, and year herein, within the meaning of Section 1746(2) of Act No. 89/2012 (Coll.), Civil Code (hereinafter the “Civil Code”), between
1. Profil Media, s.r.o.
IČ (company ID number): 25726501
Registered office: Újezd 414/13, 150 00 Praha 5
Registered in the Commercial Register maintained by the Municipal Court in Prague, Reference number C 64682
Represented by Jiří Macek, statutory executive, / Jana Zielinski, statutory executive Account number (in CZK) 0285073309/0800, Česká spořitelna, a.s. Prague 1, Dlouhá 743/9
(hereinafter the “Organiser”)
2. Applicant or Exhibitor
Introductory Declarations by the Parties
- As part of its business activities, the Organiser mainly organises events such as DESIGNBLOK, or Prague International Design Festival – an international design show lasting over several days – and is entitled and competent to enter into this Agreement under the terms herein.
- The Applicant is interested in concluding this Agreement with the Organiser under the terms herein and in compliance with the General Terms and Conditions of DESIGNBLOK, that are available on www.designblok.cz.
Object and Aim of the Agreement
- The object of this Agreement is the obligation of the Organiser to provide to the Exhibitor organisational, curatorial, and production services, and other related services, as part of the event DESIGNBLOK 2023 (hereinafter the “Event”); and the obligation of the Exhibitor to pay to the Organiser a fee for the provided services. The amount of the fee and related conditions are stipulated in this Agreement and in the General Terms and Conditions, being a part of this Agreement as Appendix No. 1.
- The Organiser shall also provide, alongside curatorial and production services, marketing services, which are more specifically provided for in the Form of Participation of the Exhibitor in the Event.
- The aim of this Agreement is to lay down rules of cooperation of the Parties, in order to ensure a successful Event.
Description of the Event
- The Exhibitor is interested in participating in the Event organised by the Organiser. The Event has the following specifications:
Event venue: Fair Trade Palace (Dukelských hrdinů 47, 170 00 Prague) and The Museum of Decorative Arts (17. listopadu 2, 110 00 Josefov)
Date: Specified in the Event Schedule in Appendix No. 2 of the General Terms and Conditions.
– Installation of the Expositions
– Professionals Day
– Opening Ceremony of Designblok
– Designblok open for public
– Deinstallation of Expositions
- A Handover Protocol is drawn up and confirmed by the Organiser and the Exhibitor when the Exhibition Area is handed over. An Exhibitor who is a natural person must be personally present at the handover of the Exhibition Area. If the Exhibitor is a legal person, its duly authorised representative must be present at the handover.
- The Exhibitor can start the installation of the Exposition only after the Exhibition Area is handed over by way of a Handover Protocol. If the Exhibitor starts to install the Exposition in the Exhibition Area before the official handover, it is deemed that the Exhibition Area was handed over free of any defects or deficiencies and the Exhibitor undertakes to sign the protocol subsequently, without the possibility to lodge any claims or complaints in relation to the Exhibition Area.
- After the installation of the Exposition, the Exhibitor shall put together photographic documentation of its Exposition and a list of all exhibited items and their purchase price.
- The Exhibitor can start to deinstall the Exposition only after the closing of the Exhibition. An early deinstallation of the Exposition is not permitted. If the Exhibitor starts to deinstall before the end of Event or after the agreed timeframe for Liquidation, the Organiser shall be entitled to claim a contractual penalty of CZK 50,000. The Organiser's right to payment of the contractual penalty does not exclude claims arising from damages.
- After the deinstallation of the Exposition, the Exhibition Area must be returned to its original state and handed over by way of a protocol, i.e., by way of signing a Handover Protocol by the Organiser. The Exhibitor must be present in person at the handover. An Exhibitor who is a natural person must be personally present at the handover of the Exhibition Area. In the case of an Exhibitor that is a legal person, its duly authorised representative must be present at the handover. If the Exhibitor fails to hand over the Exhibition Area and sign the Handover Protocol for whatever reason, it is deemed that it agrees, without objection, to cover any necessary costs needed to remove any defects found during the Exhibition Area takeover incurred by the Organiser.
Rights and Obligations Related to the Event
- The Exhibitor, meaning solely the Exhibitor for whom the Exhibition Area is intended, can use the Exhibition Area only during the Event and in compliance with the aim of this contractual relationship and in compliance with the safety instructions stipulated in Section C of the General Terms and Conditions.
- The Exhibitor is not entitled to transfer the right to use the Exhibition Area to a third party or to use the Exhibition Areas together with a third party, or to present other persons in this space, unless that information had been notified in the application and therefore approved by the Organiser. The Organiser has the right to remove an Exposition that violates this provision and is entitled to claim a contractual penalty of CZK 50,000 for each individual violation of this provision. The Organiser's right to payment of the contractual penalty does not exclude claims arising from damages.
- The Exhibitor is entitled to organise its own events within the Exhibition Area, provided that the Organiser has given its prior consent. If the prior consent is granted, the Organiser provides the Exhibitor with a list of partners of the Event, i.e., official exclusive partners as well as other providers. The Exhibitor undertakes to comply, throughout the entire duration of its event, with all the conditions laid down by the Organiser, especially to respect official exclusive partners and to restrain from promoting products of competitors. The Exhibitor shall submit the list of its suppliers to the Organiser for approval.
- The Exhibitor shall arrange and pay for the insurance of the Exposition. The insurance policy must provide coverage in cases of force majeure, in particular damage caused by natural forces.
- The Organiser reserves the right to use photography or other visual or sound recordings capturing the Exhibitor, its authorial works, directly or indirectly its Exhibition Area, and other items protected by intellectual property rights, especially for the purposes of promoting other events of the Organiser or the Exhibitor itself. By entering into this Agreement, the Exhibitor agrees with the above without any right to compensation.
- The Exhibitor has the right to lodge a claim about any defects or deficiencies of the Exhibition Area or services provided by the Organiser during the Event. The moment at which a claim is lodged is considered to be the moment when the Organiser was notified of the defect by the Exhibitor. The notification may also be made electronically via the contacts specified in the General Terms and Conditions. The Exhibitor is obliged to report the defect without undue delay, once it was able to discover it in a timely inspection and with sufficient care. Such deficiency has to be notified without delay upon its discovery, otherwise the right to lodge a claim related to the liability for defects is lost.
Remuneration, Payment Conditions, and Penalties
- The Exhibitor is obliged to pay the Fee to the Organiser. The Fee includes the rent of the Exhibition Area and related services, as listed in the Price List available at www.designblok.cz; the Fee also includes perquisites, as defined in Appendix No. 1 of the General Terms and Conditions. The Exhibitor shall pay the Fee after receiving the Request for Payment, in compliance with the instructions and deadlines stipulated in the Request. The due date shall be 14 days after the issuance of the Request. In compliance with Act No. 235/2004 Coll., on VAT, the tax document will be issued and sent within two weeks of the day the amount is credited to the Organiser´s account. The date of taxable performance is the date when the amount is credited to the Organiser´s account.
- The Organiser may withdraw from this Agreement if the Exhibitor fails to pay the Fee on time, i.e., by the due date according to the notification, but no later than 31 July 2023.
- The Exhibitor may cancel its participation in the Event by giving notice without giving a reason, and only in writing, i.e., by a letter in paper form sent by registered mail to the Organiser's address to the Event managers. Considering the long-term promotion of the Event and the complexity of its production, the Exhibitor undertakes, in the case of its early termination of participation in the Event, to compensate the Organiser for the costs incurred. The amount of the compensation shall be as follows:
- cancellation of participation notified by 15 July 2023 – 50% of the Fee;
- cancellation of participation notified after 15 July 2023 – 100% of the Fee;
- In accordance with government regulations regarding the coronavirus situation that will be applicable during the Designblok 2023 period (4–8 October 2023), the following cancellation measures are valid:
If, as a result of government regulations, measures of the Ministry, or the issuance of another generally binding legal norm, the physical participation of spectators in public events is prohibited during the Event, the Exhibitor shall be entitled to cancel his participation by 4 September 2023. In this case, the Organiser undertakes to return 100% of the participation Fee to the Exhibitor.
Liability for Damage
- In the case of damage caused by force majeure (especially, but not exclusively, due to natural and technogenic disasters) or if, based on instructions given by the Organiser or by a competent public authority to avert an imminent threat of damage, the premises must be cleared and if, as a consequence, damage is caused to the property of the Exhibitor, i.e., its property is damaged, destroyed or stolen, the Organiser shall not liable for such damage.
- The Exhibitor is liable for any damage it causes, for example, because of non-compliance of the Exposition with generally binding safety rules.
- The Exhibitor is responsible for all movable items that the Organiser provides to it for use and is obliged to return them undamaged after the Event.
- The Exhibitor is liable for all damage caused to the Organiser in relation to the use, installation, or deinstallation of the Expositions in the Exhibition Area. The Exhibitor is obliged to return the Exhibition Area or any other movable item entrusted to it by the Organiser to their original state at its own expense. The Exhibitor is obliged to pay to the Organiser all damages, including cash expenses.
- The Exhibitor is also fully responsible for all its suppliers or persons that it mandated to perform works in the Exhibition Area, as well as for all damage caused by such persons.
Duration of the Agreement
- This Agreement becomes valid and enters into force as of the day of its conclusion and is concluded for a period that expires upon the fulfilment of all the obligations arising herein. In compliance with the General Terms and Conditions, the Agreement is concluded when the Organiser accepts the Application of the Applicant and sends it a confirmation of its participation in the Event. By this act, the Applicant becomes an Exhibitor. The Exhibitor and the Organiser then formally confirm the written copy of this contract without undue delay after notification of the acceptance of the Application by the Organiser.
- Before the end of the above-stated period, the Agreement can be terminated by mutual agreement of the Parties, by withdrawal from the contract by the Exhibitor or the Organiser in cases provided for by General Terms and Conditions or this Agreement; by termination; by withdrawal by any of the Parties, if the other Party seriously violated its contractual obligations and, despite a written reminder by the other Party, failed to remedy that situation within 10 days; or where appropriate within a shorter reasonable period of time fixed by the other Party.
- The termination of the contract is effective as of the day the withdrawal notification is served in writing to the other Party by way of a registered letter or handed over in person, with the legal effects provided for in Section 2004 of the Civil Code. The termination notice must include a description of the allegations. In the case of a termination of the Agreement, the Parties undertake to take all necessary measures to prevent any damage to any of the Parties. The withdrawal does not affect the rights provided for in Section 2005 of the Civil Code, i.e., in particular the right to a contractual penalty, late payment penalty, or damages.
Other and Final Provisions
- No expression made by the Parties while negotiating this Agreement or after its conclusion may be interpreted to the contrary of the express provisions of this Agreement. No such expression shall give rise to an obligation of any of the Parties.
- All notifications, information, etc., conveyed pursuant to this Agreement will be delivered to the other Party in writing by means of a licenced postal operator, within the meaning of a specific Act and serviced to the address indicated above (or any other address notified to the other Party in compliance with this provision), by electronic mail, or in person against confirmation of receipt, or by a person providing delivery services (messenger service). In cases related to the duration, modification, or termination of this Agreement, the documents must be delivered in printed form in person, by a messenger service, or by way of registered postal letter. In other cases, electronic delivery is admissible, i.e., by way of electronic or any other technological means able to capture the content and to identify the acting person. If the addressee does not pick up the consignment or refuses delivery of the consignment, an electronic form of communication can also be used to deliver such a consignment.
- The Parties agree that the obligation to pay a contractual penalty arising from this Agreement does not exclude the right to claim compensation for damage the value of which exceeds the amount of the contractual penalty.
- If any provision of this Agreement becomes invalid or unenforceable, the remaining provisions of this Agreement shall remain valid and enforceable. The Agreement shall be construed as a whole, with the objective to maintain the original aim of the Parties. The invalid provisions will be replaced by valid provisions, the content and objective of which are as similar as possible to the original. If any provision of this Agreement becomes void (legally non-existent), the effect on other provisions shall be evaluated pursuant to Section 576 of the Civil Code.
- Legal relationships arising from this Agreement and relationships between the Parties that are not provided for in this Agreement are subject to the legal order of the Czech Republic, more specifically to the Civil Code. Any disputes between the Parties will be settled amicably. In the case of court proceedings, the dispute will be heard by the court in the Czech Republic that is competent ratione loci and ratione materiae to hear the case.
- The following Appendix constitutes an integral part of the Agreement.
Appendix No. 1 – General Terms and Conditions