General Terms and Conditions of Event Agreements at ‘The Brain Embassy’

§ 1. Preliminary provisions

1. These General Terms and Conditions of Event Agreements define the rights and obligations of the Client and Real Estate Solutions sp. z o.o. spółka komandytowa (the ‘Operator’), on the basis of which Events are organised in the Event Space, which is part of the co-creation space of The Brain Embassy (‘BE’). 
2. Definitions used in the GTC: 
   a) ‘Client’ – means the entity placing an Order for the organisation of an Event in the Event Space concerned; 
   b) ‘Participant’ – means a person attending the Event by invitation or authorisation from the Client; 
   c) ‘General Terms and Conditions of Agreements’ or ’GTC’ – means these General Terms and Conditions of Event Agreements at The Brain Embassy, as amended and supplemented from time to time; 
   d) ‘Regulations’ – means the set of housekeeping regulations applicable to the complex where the Brain Embassy is (or will be) located and the BE Regulations; 
   e) ‘Event Space’ – a designated space within BE for Events, which includes meeting rooms, foyer and equipment; 
   f) ‘Operator’s Representative’ – means the person authorised to represent the Operator in accordance with the company’s representation rules or pursuant to a power of attorney; 
   g) ‘Event’ – means an event organised in the Event Space by the Client;
   h) ‘Event Agreement’ – means the agreement for the rental of Event Space for the purpose of holding an Event together with Additional Services; 
   i) ‘Additional Services’ – means the services provided by the Operator to the Client and Participants in connection with the Event, in each case as specified in the Order; 
   j) ‘Party’ – the Operator or the Client, depending on the context; 
   k) ‘Confidential Information’ – all information relating to the Operator’s business (including applicable prices, margins, procedures, equipment, etc.), as well as in respect of all technical, technological, economic, financial, commercial, legal and organisational information of the Operator or its representatives or advisors, and such information coming into the Client’s possession in connection with the negotiation of the Event Agreement, its execution, mutual cooperation, in the course of marketing, commercial, training or other activities, regardless of the type of medium on which it was transmitted or the absence of a medium; 
   l) ‘Order’ – an order submitted by the Client and accepted by the Operator in accordance with the GTC for the organisation of an Event. 
3. These GTC, together with the Order and the Regulations, form an integral part of the Event Agreement under which the Client is entitled to hold an Event in the Event Space. Any deviations from the GTC must be included in the Order. In the event of a conflict between the provisions of the GTC and the Order, the provisions of the Order shall prevail. 
4. The contents of the GTC and the Regulations are made available on BE’s website.

§ 2. Ordering process

1. The Ordering process begins with the Client presenting the requirements for the planned Event. In response to these requirements, the Operator will provide the Client with an initial proposal for the Order.  
2. The Order shall be submitted on the form provided by the Operator and should include, in particular: 
   a) the date (of handover and return of the Event Space), venue and programme of the Event; 
   b) equipment of the Event Space available to the Client; 
   c) contact persons on the Client’s side; 
   d) maximum number of Participants; 
   e) necessary activities to be carried out in order to adapt the Event Space to the Client’s needs; 
   f) description, scope and schedule of the Additional Services;  
   g) the amount and terms of payment of the remuneration. 
3. Upon acceptance of the terms and conditions of the Event, the Client is obliged to send the Operator a scan and the original of the Order signed in accordance with the Client’s representation. The date on which the Operator accepts the Order for fulfilment is the date on which the Operator’s representative sends an acknowledgement of acceptance of the Order. At the same time, the Event Agreement is concluded. Failure by the Operator to receive a signed Order within 3 days of the submission of the initial Order proposal to the Client shall mean the expiry of the offer on the terms indicated therein. 
4. The Order is not binding until confirmed by the Operator’s Representative by e-mail. 
5. Once the Order has been confirmed, the scope of non-substantive elements of the Event Agreement (other than the date and venue) may be modified by separate agreement between the Parties, with the Operator being entitled to reject the Client’s proposal without stating the reasons. An amendment to the Event Agreement must be in documentary form and the Client must send a new Order incorporating the agreed changes, subsequently confirmed by the Operator’s Representative.
6. The ordering of additional Additional Services after an Order has been successfully placed is done by placing a new Order as indicated above. 
7. In the event that the Client is not interested in using the catering service offered by the Operator, the Client has the option to bring its own catering to the Event, subject to payment of the net amount indicated each time by the Operator (fee calculated per Participant). If the Client uses his own tableware, the Client is obliged to remove it immediately after the Event. 

§ 3. Rules for the use of Event Space

1. During the Event, the Client, its representatives and Participants are obliged to comply with the Regulations, the instructions of BE staff, health and safety rules and the signs and instructions posted in the Event Space and BE. The Client is responsible for informing Participants of the rules of behaviour in the Event Space and BE. 
2. The Client has the right to invite Participants to the Event. The Client is responsible for verifying that the person entering and staying in the Event Space has an invitation or authorisation to be in the Event Space.  
3. The Client is responsible for all persons in the Event Space during the Event.  
4. The Operator shall be entitled to have the Participant excluded from the Event Space if the Participant violates the Regulations or fails to comply with the instructions of the Operator’s staff. 
5. The Client must obtain permission each time any equipment or items are assembled in the Event Space. The Operator reserves the right to refuse permission for the assembly, in particular where the assembly would in any way endanger the Operator’s image or create a risk of damage to the Event Space. The Renter is also not entitled to make any changes to the Event Space. Consent must in any case be given in writing. 
6. The Client shall: 
   a) maintain the Event Space in order and cleanliness from the time of its handover until its return; 
   b) use the Event Space with due care, in accordance with its characteristics and intended use; 
   c) restore the Event Space to its condition at the time of handover, in particular remove all materials from the Event Space, including in particular training, promotional and informational materials prior to the return of the Event Space, to dismantle stands, exhibits, elements of scenery on dates and at times agreed with the Operator; 
   d) actively ensure the safety of Participants;  
   e) produce documents proving certificates or permission to use the items brought into the premises of BE, whenever requested to do so by the Operator. 
7. All persons present in the Event Space (including the Participants and the Client’s representatives) are required to: 
   a)comply with the Regulations, the rules of BE and the instructions of the Operator’s staff;
   b) maintain the confidentiality of information concerning the Operator and other Members and their activities, and not to make opinions or comments that could in any way negatively affect their activities; 
   c) repair any damage or destruction caused by them or their invited guests at their own expense, according to the scope and valuation provided by the Operator. Any damage or destruction to property belonging to the Operator must be reported to the Operator immediately; 
   d) not remain in the Event Venue after consumption of alcohol (unless alcohol is provided during the event by the Operator), use of drugs and/or narcotics, illegal psychotropic substances, hallucinogenic and substitute substances and precursors of category 1 in the meaning of the Act on Counteracting Drug Addiction and substitute substances as well as precursors of category 1 within the meaning of the Act on Counteracting Drug Addiction, shall not bring and shall not consume alcohol and other stimulants on BE premises and other drugs, and shall not smoke tobacco on BE premises; e) take care of BE in order to maintain its high standard in accordance with BE principles,  
   f) maintain cleanliness, including segregation of rubbish in accordance with the guidelines, 
   g) not leave any movable property unattended, 
8. All persons present in the Event Space (including Participants and Client’s representatives) are required to refrain from: 
   a) connecting any network devices, such as, in particular, routers, switches or firewalls, to the network provided by the Operator (this prohibition does not apply to personal terminal devices such as computers, tablets or telephones), 
   b) creating their own network access points using the network provided by the Operator, in particular through network amplifiers, Wi-Fi routers, using a computer, laptop, tablet, mobile phone or other device with a network card as a network access point, 
   c) using the network provided by the Operator to connect to P2P (peer to peer) networks, using Torrent services, carrying out DoS (Denial of Service) actions, scanning other networks, using crawlers, botnets and other similar services, 
   d)using the network provided by the Operator with devices whose computing power is used within the blockchain network, including in particular the mining of cryptocurrencies
   e) using the network provided by the Operator in a manner contrary to the law, morality and principles of social co-existence, 
9. The Client shall be responsible for Participants’ and the Client’s belongings left in the Event Space.  
10. The Client shall return the Event Space by the time indicated in the Order. 

§ 4. Remuneration. Liability

1. Payment of the remuneration indicated in the Order shall be made by the Client in two tranches: 
   a. 1st tranche amounting to 80% of the remuneration indicated in the Order on the basis of a pro-forma invoice delivered to the Client at the e-mail address indicated in the Order; the tranche is payable by the date indicated in the invoice;  b. 2nd tranche amounting to 20% within 7 days of the VAT invoice after the Event.
2. The remuneration shall include the organisation of the Event and Additional Services. The day of payment shall be deemed to be the day on which the Operator’s bank account is credited. The Operator accepts the possibility of paying by payment card on the day of the Event before the Participants enter the Event Space. 
3. The Client shall pay the maximum interest for any delay in the payment of amounts due to the Operator. 
4. If the Client is in arrears with any payments to the Operator, the Operator may make the provision of any service or activity conditional on the Client first settling the arrears. 
5. If the deadline for the return of the Event Space is exceeded, which includes the departure of all Participants from the Event Space, as well as if the Event Space is given in whole or in part to a third party for use or sublet, the Operator will charge the Client a contractual penalty of PLN 1,000 for each commenced hour of violation. Once 12 hours of violation have been exceeded, the Operator shall be entitled to remove the Client’s belongings or those of a third party at the Client’s expense and risk. 
6. The contractual penalty shall be payable on the Operator’s first call and will not be subject to any deduction, set-off or retention. The Operator shall be entitled to claim damages in excess of the amount of the contractual penalty, on general principles. The obligation to pay the contractual penalty does not cease with the termination of the Event Agreement. 
7. The Operator shall not be liable for improper performance or non-performance of the Event Agreement as a result of force majeure and for reasons and circumstances beyond the Operator’s control. 

§ 5. Cancellation of the Event

1. The Client is entitled to withdraw from the Event Agreement up to the agreed start date of the Event. 
2. If the withdrawal is made up to 14 days before the date of the Event and receipt of a refund of the remuneration paid. 
3. If the withdrawal from the Order takes place: 
   a) 13 – 8 days prior to the date of the Event – the Client shall be entitled to a refund of 50% of the remuneration for the Event, and in the event of non-payment of the remuneration, a compensation in the amount of 50% of the due remuneration; 
   b) 7 days or less before the date of the Event – the Client shall not be entitled to a refund of the remuneration paid, and in the event of non-payment of the remuneration – a compensation inn the amount of 100% of the due remuneration. 
4. The Client’s declaration of withdrawal from the Event Agreement must be in writing under pain of nullity. 
5. Up to 5 days prior to the date of the Event, the Client has the right to change the maximum number of Participants once by up to 10% without incurring additional fees or costs. The declaration of a change in the number of participants shall be made in documentary form by the Client’s representative in accordance with §2.3 of the GTC. 
6. The Operator shall be entitled to withdraw from the Event Agreement by means of a statement to the Client with immediate effect within 30 days of the occurrence of any of the following circumstances: 
   a) non-payment of remuneration on time;  
   b) failure to provide the Operator with approvals or permits; 
   c) breach of the Event Agreement by the Client; 
   d) infringement of the Regulations by the Participant; 
   e) failure by Participants to comply with the instructions of BE representatives. 
7. If the Operator withdraws from the Event Agreement after the start of the Event, the Client must return the Event Space within one hour of receiving the withdrawal notice. If the Operator withdraws from the Event Agreement, the Client shall not be entitled to a refund of the remuneration paid. 

§ 6. Final provisions

1. The Client undertakes that Confidential Information will not be used for any other purpose and to any extent other than in connection with the organisation of the Event. The Client undertakes, also for a period of 5 years after the termination or execution of the Event Agreement, not to disclose Confidential Information to any third party without the written consent of the Operator, with the exception of persons employed by or cooperating with the Client in the execution of the Event Agreement or entities authorised by the Client to the extent necessary for the execution of the Event Agreement and persons in relation to whom the obligation to disclose Confidential Information arises by law or order of a competent court. Confidential information does not include such information which is publicly available information at the time it is provided or which becomes publicly available information otherwise than through the Client’s failure to maintain confidentiality.  
2. The Parties agree that in all day-to-day matters related to the execution of the Event Agreement, all enquiries and information shall be addressed directly to the persons indicated in the Order as contact persons. Any change to these contact details shall be made by notification to the other Party in a contact form by an authorised representative and shall not require an amendment to the Event Agreement. The Parties are obliged to keep each other informed of any changes to their contact details, on pain that all correspondence and any statements addressed to those details are deemed to have been effectively delivered. 
3. The Operator is the Data Controller of the Client’s personal data and that of its representatives. The Data Controller has appointed a Data Protection Officer who can be contacted at [email protected]. Personal data is processed on the basis of the Operator’s legitimate interest (Article 6(1)(f) of the GDPR) in the form of the management of the Event Space. Personal data are processed for the period of time necessary for the cooperation in question, but no longer than 3 years after the end of the cooperation. The data may be made available to entities providing services to the Operator and to authorities entitled to receive them. The Client and its representatives have the right to request access to, rectification, erasure or restriction of processing of personal data; to object to processing; and to lodge a complaint with the Data Protection Authority. More information in the Privacy Policy is available at https://brainembassy.com/pl/privacy-policy/  
4. The Operator shall be entitled to transfer the rights and obligations of the Event Agreement to any other entity related to the Operator personally or by capital. The Client is not entitled to transfer the rights and obligations under the Event Agreement to any other entity. The Client may also not give the Event Space in whole or in part to a third party for use or sublet without the prior written consent of the Operator. 
5. The Operator reserves the right to amend the provisions of the GTC at any time; as of the effective date of the amendments, all new Event Agreements shall be based on the amended provisions of the GTC. The amendment to the GTC does not affect the current Event Agreements.