General terms and conditions event agency
General terms and conditions event agency
Status 06/2023
(1) Unless otherwise agreed, all services (such as the conception of events, the organization and planning of events as well as the implementation, customer care and procurement of third-party services for the implementation of events) between the contractual partner - hereinafter " Customers", "Client" called - and majuka GmbH, Asberger Str. 32, 47802 Krefeld, - hereinafter referred to as "Agency", "Contractor" - these "General Terms and Conditions" (GTC). These General Terms and Conditions also apply to all future transactions between the contracting parties without the need for renewed reference to the General Terms and Conditions.
(2) Deviating terms and conditions of the customer are only effective if they are confirmed in writing by the agency.
(3) The organizer within the meaning of these terms and conditions is the customer. As the organizer of events, the customer is responsible for the content as well as for the behavior of the guests and their safety within the scope of their duty of care.
2 Offers and conclusion of contract
(1) The basis for the conclusion of the contract is the agency’s written offer, in which the services and the fee are recorded. The agency's offers are subject to change and non-binding, in particular any offers referred to as "cost framework", "cost estimate" or "rough cost calculation" and represent an invitation to the customer to commission the agency with the implementation of services.
(2) If the fee is not regulated by a written offer, contrary to paragraph 1, the fee is based on the agency's currently valid basis of calculation.
(3) By commissioning the performance of the selected service, the customer submits a binding offer to conclude a contract. The contract between the customer and the agency comes about through the written or telex (fax, e-mail) declaration of acceptance by the agency. The same applies to additions, changes or ancillary agreements. If the agency does not refuse acceptance within 2 weeks after receipt of the order, the assignment is deemed to have been accepted.
(4) A provision of the service by the agency is equivalent to a written declaration of acceptance.
(5) The prices are in EURO plus the legally applicable value added tax, if applicable.
3 Event scope of services
(1) The scope of the contractual services results from the written order confirmation.
(2) Changes or deviations of individual services from the agreed content of the contract, which become necessary after the conclusion of the contract, will be communicated to the customer immediately by the agency. Insofar as the agreed content of the contract is not or only insignificantly affected by the changes, the customer has no right of termination due to these deviations. The agency is entitled, in coordination with the customer, to change parts of the course of the event that deviate from the service description.
(3) Insofar as the agency concludes contracts for the implementation of an event with third parties, such a contract is concluded in the name and with the authority of the customer. This applies in particular to the rental of rooms, the conclusion of contracts in the catering and service area, the conclusion of rental contracts for equipment and the conclusion of contracts with artists. In order to ensure smooth execution of the order, the customer undertakes to only communicate with third parties via the agency.
(4) Insofar as the agency provides additional services and services outside of the contractual agreement free of charge, it is entitled to discontinue these services at any time. This does not justify a right of termination or a claim for reduction or compensation in favor of the customer.
4 Customer Obligations, Organizer Liability
(1) The customer must provide the agency with all information necessary for the execution of the order without delay. Delays due to a lack of cooperation on the part of the customer are not at the expense of the agency.
(2) The customer assures that the data provided is correct and complete. The customer must notify the agency immediately in writing of any changes to personal data or essential contractual information.
(3) As the organiser, the customer is obliged to take additional measures, if necessary, in order to comply with legal requirements, such as youth protection regulations, etc., and in particular to obtain the necessary permits, etc., in good time in consultation with the authorities.
(4) The customer (organizer) undertakes to take out organizer liability insurance with event cancellation insurance for the event.
(5) GEMA fees and other approvals as well as permits of all kinds are the responsibility of the organizer unless otherwise agreed with the agency.
(5) The customer must apply for an exceptional permit for parking at the event location for the agency and commissioned third parties.
5 Payment, Default
(1) The fee is due and payable within 7 days of invoicing and provision of the service, unless otherwise agreed in writing. The date of receipt by the agency is decisive for the date of payment. However, the agency is entitled at any time, even in the context of an ongoing business relationship, to carry out a service in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the declaration of acceptance.
The customer is in default when the above payment deadline expires. During the delay, interest is to be paid on the fee at the applicable statutory default interest rate. We reserve the right to assert further damage caused by delay.
(2) If, after conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that our claim to the fee is jeopardized by the customer's inability to pay, we are entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw authorized by the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we can declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
(3) The customer is only entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed or based on the same contractual relationship.
(4) Services not quoted in the offer that are carried out at the request of the customer or additional expenses that are caused by incorrect or incomplete information provided by the customer, by failure to cooperate by the customer, by transport delays through no fault of their own or by advance services by third parties that are not timely or professional additionally charged to the customer according to the agency's current remuneration rates.
(5) In the event of default in payment, after setting a deadline with the threat of rejection, the agency is entitled to withdraw from the contract and to demand compensation for non-performance.
6 Conception, presentation and copyright protection
(1) If the agency does not receive an order after participating in a presentation or after creating a concept, all services of the agency, in particular their content, remain the property of the agency. The customer is not entitled to continue to use them in any form whatsoever.
(2) All services provided by the agency (e.g. idea sketches, concepts for events, etc.) and individual parts thereof remain the property of the agency. By paying the fee, the customer only acquires the right to use it for the duration and scope of the work order for the agreed purpose. Additions or changes to the agency's services by the customer are only permitted with the express consent of the agency and - insofar as the services are protected by copyright - the author.
(3) The agency's consent is required for the use of agency services that go beyond the originally agreed purpose and scope of use, regardless of whether this service is protected by copyright. The agency and the author are entitled to separate appropriate remuneration for this.
(4) Repeat use or multiple use of event concepts are subject to a fee; they require the approval of the agency. The transfer of granted rights of use to third parties requires the consent of the agency. The agency has a right to information about the scope of use.
(5) The customer's templates (e.g. texts, photos, samples) provided to the agency are used provided that the customer is authorized to use them.
(6) Photographs as well as video and sound recordings of events that go beyond private use must be approved by the agency, especially if external services are provided by artists. Making, using or offering recordings of any kind for television, radio and other institutions is not permitted without written permission.
7 Termination
(1) In the event of cancellation - regardless of the time - the agency must be compensated for the expenses incurred and the loss of profit. However, she must allow what she saves in expenses as a result of the cancellation or earns or maliciously fails to earn by using her labor elsewhere.
(2) The contract becomes effective - after acceptance of the order by the agency - by both contracting parties and ends with the achievement of the agreed purpose of the contract, ie with the complete provision of the agreed services (the "achievement of purpose"), without the need for a termination.
(3) The statutory regulations on extraordinary termination for important reasons according to § 648a BGB as well as other statutory contract termination rights of the contracting parties remain unaffected. In particular, the right of the agency under § 648 BGB to terminate the contract at any time without setting a deadline and without giving reasons is not excluded. The requirements and legal consequences of such contract terminations are based on the statutory provisions.
(4) Any notice of termination must be given in writing. In the event of termination, the customer must immediately and without being asked give the agency any material that may have been provided for processing and the work results available up to that point, including partial results, in full.
(5) This contract can be terminated prematurely at any time by a termination agreement signed by all contracting parties.
(6) Unless otherwise regulated in this contract, the mutual rights and obligations of the contracting parties end upon termination of the contract.
§ 8 Warranty
(1) If the service provided by the contractor is defective, the rights of the customer are based on the statutory provisions. There is a defect if the service does not correspond to the agreements made between the contracting parties within the framework of this contract and the instructions given by the customer or if the quality was not agreed, if it is not suitable for the use required under this contract or for the usual use or does not have a quality that is usual in contracts of the same type and can be expected from a client. A claim of the customer due to a defect does not exist if the defect is based on a breach of his contractual obligations to cooperate.
9 Liability
(1) Claims for damages against the agency, its employees and/or vicarious agents based on slight negligence and which do not involve damages for injury to life, limb and/or health are excluded - as far as legally possible. It does not matter whether they are due to breach of contract or breach of secondary contractual obligations (e.g. §§ 280, 241 Para. 2 BGB), tort, also from the liability of the producer (due to design, production and information errors as well as errors in product monitoring, e.g § 823 BGB).
(2) In the event of a culpable breach of essential contractual obligations (cardinal obligations), liability is also assumed for the negligence of an organ or a managerial employee, but limited to the damage that is typical for the contract and reasonably foreseeable. This limitation does not apply to injury to life, limb and/or health.
(3) In cases of the permissible limitation of liability in the event of simple negligence, the extent of damage in no case exceeds the lower of either 50% of the order value or EUR 500,000.00.
(4) The risk of the legal admissibility of the advertising and the content is borne solely by the customer. This applies in particular in the event that content violates the law against unfair competition (UWG), the copyright law (UrhG) and special advertising law.
(5) Unless otherwise agreed, the agency is not liable for items brought in by the client, unless the agency caused the damage or loss of the items through intentional or grossly negligent action.
(6) Liability for non-typical (consequential) damage is excluded. This also applies to gross negligence.
(7) The statute of limitations for claims for defects (in particular Section 438 Paragraph 1 No. 3 BGB) is limited to one year, to the extent permitted by law. Cases of fraudulent misrepresentation, intent and §§ 478, 479 BGB are excluded from this.
(8) The customer's right to assert claims arising from reported defects expires in all cases six months from the time of the timely complaint, but no earlier than the expiry of the warranty period.
10 property rights
(1) The agency grants the client the right to publish, reproduce, exploit, change, edit, translate and, if necessary, synchronize work that has been commissioned and paid for in full by the client, with no restrictions in terms of time, content or location. Rights of use to work that have not yet been paid for at the end of the cooperation between the agency and the client remain with the agency. The agency is entitled to place copyright notices on the advertising media developed and/or produced by it.
(2) All industrial property rights (copyrights and ancillary copyrights, trademark rights, ancillary protection under competition law, patent rights) arising in connection with the services to be provided by the agency or its employees or by third parties commissioned by it – also on behalf of the client – shall remain unaffected, unless expressly agreed otherwise, exclusively at the agency. The transfer of usage and exploitation rights requires a written agreement. The same applies to concepts and drafts. Changes to the performance results may only be made by the agency or a person expressly commissioned by the agency. All performance results, concepts and drafts are considered entrusted and may not be used or passed on to third parties without the consent of the agency. This also applies to offer documents, illustrations, drawings, concepts and strategy proposals as well as calculations.
(3) The client is only entitled to use the agency's concepts, drafts, etc. for its own purposes as provided for in the contract; duplication is only permitted with the express prior consent of the agency. Print templates, work films and negatives produced by the agency or on its behalf remain the property of the agency, even if the customer is charged for them.
(4) With regard to the execution of orders according to the information or documents provided by the customer, the customer guarantees that the production and delivery of the services carried out according to his information and documents will not infringe third-party property rights. The agency is not obliged to check whether the information or documents provided by the customer for the provision of services violate or could violate property rights of third parties. In this respect, the client is obliged to immediately indemnify the agency from all possible claims for damages by third parties and to pay for all damages arising from the infringement of property rights and, if requested, to make advance payments.
(5) The agency is entitled to record the event and to use the recordings together with background information about the project for the purpose of documentation and self-PR.
(6) The agency may name the client on its website or in other media as a reference customer and publicly reproduce or refer to the services provided for demonstration purposes, unless the client objects to this.
11 Confidentiality
(1) The agency and the client undertake to treat confidentially all business secrets disclosed to them when working with the client. Insofar as third parties are called in to perform tasks, the agency or the client obliges these people to exercise the same care. The confidentiality obligation also applies beyond the duration of the cooperation.
(2) The client undertakes not to contact subcontractors or suppliers, in particular artists and specialized service providers, who are made known to him through the business relationship with the agency, even after the conclusion of the contractual relationship for a period of 3 years after the end of the business relationship and to commission. If the client violates this obligation, the agency is entitled to claim damages from the client in the amount of 50% of the remuneration paid to the respective entrepreneur.
12 Retention of Title
(1) All services, service results and delivery items remain the property of the agency until all obligations arising from the contractual relationship between the parties have been fulfilled in full.
(2) Each transfer of usage and exploitation rights only becomes effective when all obligations arising from the contractual relationship between the parties have been fulfilled in full.
13 Ancillary Agreements
(1) The appendices attached to this contract form part of this contract:
confirmation of the order
event concept
(2) The regulations made in this contract, including the appendices, are final. Verbal or written ancillary agreements were not made.
14 Written Form
(1) Changes and additions to this contract must be made in writing to be effective. This also applies to the cancellation of this written form requirement. However, express and individually negotiated agreements regarding changed contract content are not covered by the written form requirement and are effective even if they have been made orally.
15 Governing Law and Jurisdiction
(1) This contract is exclusively subject to substantive property law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The application of the rules of international private law is excluded insofar as it leads to the application of foreign law.
(2) Krefeld is the place of performance and place of jurisdiction. The place of jurisdiction is Krefeld, also in the event that claims are asserted as part of the dunning procedure.
16 Severability Clause
(1) Should one of the provisions of this contract be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions.
(2) The contracting parties agree that instead of the ineffective provision, an effective provision shall be deemed to have been agreed which comes as close as possible to the economic purpose originally pursued by the contracting parties with the ineffective provision. The same applies in the event of an actually unenforceable provision or a loophole in this contract.
