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General information

 

General Terms and Conditions (AGB)

1. general definitions

The following General Terms and Conditions of Agency OTeam GmbH, Karl-Marx Ring 90, 81735 Munich, referred to as “AGENCY”. The contractual partner of the AGENCY within the meaning of these General Terms and Conditions can only be business customers in accordance with Clause 2.2 of these General Terms and Conditions; these are hereinafter referred to as the “Client” and the contractual relationship to be concluded is the “Contract”.

2. scope of application

2.1 These GTC apply to all business relationships between the AGENCY and the client in the areas of trade fairs, events, promotions and in-store events. in-store-services and related services and works.

2.2 Business customers within the meaning of these GTC are all entrepreneurs, legal entities under public law and special funds under public law. Entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of a commercial or independent professional activity.

2.3 Deviating, conflicting or supplementary general terms and conditions of the client shall only become part of the contract if and insofar as the AGENCY has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the AGENCY accepts the client’s deliveries without reservation in the knowledge of the client’s General Terms and Conditions.

2.4 Individual agreements made with the client in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC.

A contract concluded in text form or the confirmation of the AGENCY in text form shall be decisive for the content of such agreements.

2.5 The GTC shall also apply in their respective version as a framework agreement for future deliveries and services of the AGENCY to the same client, without the AGENCY having to refer to them again in each individual case.

2.6 The AGENCY reserves the right to make changes or additions to the GTC at any time, provided that the client is not disadvantaged by this contrary to good faith. Amendments or additions to the GTC shall be notified to the client in text form. The amendments or additions to the GTC shall be deemed approved if the client does not object in text form within two weeks of notification. If the client objects to the amendment or addition, AGENCY may terminate the contractual relationship by ordinary termination.

3. conclusion and content of the contract

3.1 The presentation of the services of the AGENCY in catalogs, company brochures or on the AGENCY’s website does not constitute an offer to conclude a contract. Only the order placed by the client with the AGENCY constitutes a legal offer to conclude a contract, regardless of the communication channel used by the client to place the order. The AGENCY accepts this exclusively by confirming the client’s offer in text form or by telephone. The client is liable for the accuracy, completeness and suitability of the information provided for the submission of the offer.

3.2 The Client shall be bound by the offer submitted by the Client for a period of 14 days after submission of the offer. After this period, the client has the right to withdraw from the offer.

3.3 The hostess service includes purely organizational customer support for an event. The personnel deployed shall be carefully selected by the AGENCY in accordance with the order requirements. The designated persons shall only carry out the activities defined in the contract. Should additional services be required during the assignment, this shall require the approval of the AGENCY or its representative.

For important reasons, the AGENCY may, before or during the execution of an order, assign the execution to other persons than originally agreed. The AGENCY reserves the right to refuse performance for good cause (in particular in the event of imminent insolvency, insolvency of the client or non-payment as agreed).

4. implementation and organization

4.1 The basis of every event is a program defined by the concept approved by the client, a detailed service description agreed with the client, a cost plan and a legally valid commission. legally valid assignment in the form of a contract. The implementation and organization of an event takes place on the basis of these principles. Significant changes are agreed with the client in writing.

4.2 On the part of the client, the exhibition and event rooms shall be made accessible to employees and agents of AGENCY on the set-up, dismantling and event days for the construction of exhibition stands and stage structures, installation of lighting and sound technology, and for stage rehearsals.

4.3 All contracts necessary for the execution of this contract shall be concluded in the name and on behalf of the client. The AGENCY is hereby authorized by the client to conclude all contracts that are necessary or at least expedient for the execution and fulfilment of the contract in the name of the client.

4.4 The AGENCY is authorized to issue instructions to suppliers commissioned by the client to provide services for the event in the interests and on behalf of the client.

If agreed, the AGENCY shall act as vicarious agent and on behalf of the Principal, shall pass on information under the Principal’s name and shall accept and process orders on behalf of the Principal.

of the client for information and appointments. The client is responsible for the accuracy of the information and data provided by AGENTUR.

4.5. If necessary, the client shall provide the AGENCY with the necessary objects and aids and guarantee the necessary working conditions.

If necessary and required, as in the case of exhibitions or similar events, the client shall provide tickets for the emergency personnel.

4.6. Unless otherwise agreed, AGENTUR shall act exclusively as a service provider for the client and shall support the client in the implementation of its campaign/project,

5 Services, prices, payments, default

5.1 The AGENCY is obliged to provide the services ordered by the client and contractually agreed in the order confirmation in text form.

5.2 The client is not entitled to the use of a specific vicarious agent of the AGENCY, unless this has been explicitly contractually agreed. The AGENCY shall take the client’s wishes into account to the best of its ability, but reserves the right to select the vicarious agent itself from an operational point of view.

5.3 The client is obliged to pay the agreed remuneration to the AGENCY.

5.4 The AGENCY shall issue an invoice for the services it provides. An overview of the services provided can be provided on request within a reasonable period of time on the basis of a service record. There is no further obligation to provide evidence.

5.5 All prices are subject to VAT at the applicable rate in Germany. All services provided by the AGENCY are subject to VAT without exception. Business customers based in the EU (but outside Germany) will not be charged German VAT if they have a VAT-ID (VAT number). In this case, the service is taxable in the country of the client.

5.6 Unless otherwise agreed, invoices from the AGENCY are payable within 10 days of receipt of the invoice without deduction and without a due date.

In the event of default in payment, the statutory provisions shall apply.

5.7 If the client is in default of payment, the AGENCY may suspend the provision of services until payment is made without terminating the contract

5.8 The offer prices are only valid if the contract is concluded as offered in full and not just in part.

The AGENCY is entitled to provide partial services and to invoice these separately.

Additional services that are carried out at the request of the client shall be invoiced to the client additionally in accordance with the current remuneration rates of the AGENCY. The same applies to additional expenses caused by incorrect information or incomplete preparatory work on the part of the client.

5.9. From a total order value in excess of € 300.00 or by agreement, AGENCY shall be entitled to demand the following advances to cover its expenses:

5.10 Travel costs, expenses, etc. shall be invoiced separately on a time and material basis. Flights within Europe and intercontinental flights are charged at the Economy Class. LOW-COST airlines are also included. Rail travel is in 2nd class. Travel by car is charged at 0.70 EUR/km.

6. impossibilities, force majeure

6.1 If the execution of the event is prevented in whole or in part for reasons for which the client is responsible, the AGENCY shall retain its claim to the agreed fee. However, the AGENCY shall offset the amount that it saves as a result of the exemption from the service and acquires or maliciously fails to acquire through other use of its labor.

6.2 In the case of open-air events, the client bears the weather risk.

6.3 If the AGENCY is prevented from fulfilling its contractual obligations due to force majeure, the AGENCY shall be released from its obligation to perform for the duration of the hindrance and a reasonable start-up period, without being obliged to pay compensation to the client. The AGENCY shall retain the entitlement to the portion of the fee already due or the services rendered up to the occurrence of the impediment in accordance with the payment schedule.

6.4 The same applies if the AGENCY’s fulfillment of its obligations is made unreasonable, difficult or temporarily impossible due to unforeseeable circumstances for which the AGENCY is not responsible, in particular due to illness, labor disputes, official measures, energy shortages or significant operational disruptions.

6.5 The AGENCY shall immediately notify the client of the reasons for the impediment by fax,
e-mail or telephone and provide evidence upon request (medical certificate, etc.).

6.6 The contracting party shall be entitled to withdraw from the contract in whole or in part if such an impediment lasts for more than four months and the respective contracting party is no longer interested in fulfilling the contract as a result of the impediment. At the request of the other party, the contracting party shall declare after expiry of the period whether it will exercise its right of withdrawal.

7. rights of retention, offsetting, assignment

7.1 The AGENCY shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, the AGENCY shall be entitled to withhold due payments as long as the AGENCY is still entitled to claims against the client arising from incomplete or defective services.

7.2 The AGENCY shall be entitled to refuse performance if, due to a circumstance arising after conclusion of the contract, it is to be feared that the consideration of the client cannot be received in full and on time (e.g. due to an application for the opening of insolvency proceedings), unless the client provides the consideration or provides sufficient security.

7.3 Offsetting by the client is only permitted with undisputed undisputedclaims from the same contractual relationship that have been legally established. The client shall only be entitled to a right to refuse performance or a right of retention if the underlying counterclaims of the client are undisputed, legally enforceable or legally binding. established or are ready for a decision or the same contractual relationship.

7.4 The client is not entitled to assign claims or rights against the AGENCY arising from the business relationship to third parties or to transfer them to third parties without the AGENCY’s consent. The same shall apply to claims and rights arising directly against the AGENCY by operation of law.

8 Cancellation

8.1 The client is entitled to cancel the order before the start of the assignment or event in accordance with the following conditions.

8.2 If the client cancels before the start of the order, the following percentages of the net order amount shall be charged to the client by the AGENCY as cancellation fees:

a) from the day of booking: 30 %,

b) up to 7 days before the start of the assignment: 50 %,

c) 100% from the 7th day before the start of the assignment.

8.3 Cancellation after the start of the assignment is excluded.

8.4. Cancellation fees only apply to the order as a whole and not to the individual items contained in the order. If agreed services are not utilized in whole or in part, there is no entitlement to a credit note or refund, unless otherwise agreed.

9. termination

9.1 The contract can only be terminated by either party for good cause if there are facts on the basis of which the terminating party cannot reasonably be expected to continue the contract until the end of the order, taking into account all the circumstances of the individual case and weighing up the interests of both parties to the contract.

9.2 Notice of termination must be given in writing.

9.3 An important reason for the AGENCY exists in particular if:

a) the client is more than 4 weeks in default of payment,

b) the AGENCY becomes aware of conduct on the part of the client that is detrimental to its business,

c) the service requested by the AGENCY violates common decency, applicable regulations or laws,

d) the client has submitted the declaration of assets,

e) an arrest warrant has been issued against the client,

f) insolvency proceedings have been opened against the client’s assets or such proceedings have been rejected for lack of assets.

In the event of termination without notice, invoicing shall be analogous to § 649 BGB. AGENTUR reserves the right to claim damages in connection with termination without notice.

9.4 If the contract is terminated by the Client without having been caused to do so by the conduct of the AGENCY, the AGENCY shall be entitled to liquidated damages amounting to 95% of the net order amount agreed for the order. The damages shall be set higher or lower if the client proves lower damages or the AGENCY proves higher damages.

10. liability

10.1 Unless otherwise stated in these GTC, including the following provisions, the AGENCY shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

10.2 The AGENCY shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. The AGENCY shall only be liable for simple negligence:

10.3 Any contributory negligence on the part of the client shall be offset against the amount of any claim for damages.

10.4 The limitations of liability resulting from paragraph 2 shall not apply if the AGENCY fraudulently concealed a defect or assumed a guarantee for the quality of the service. has. The same applies to claims of the client under the Product Liability Act.

10.5 Any further liability for damages other than that provided for in paragraphs 1 to 4 is excluded, irrespective of the legal nature of the claim asserted.

10.6 Insofar as the liability for damages of the AGENCY is excluded, this shall also apply with regard to the personal liability for damages of its employees, representatives and vicarious agents.

10.7 The above liability provisions do not imply a change in the burden of proof to the detriment of the client.

11. non-solicitation

11.1 The client undertakes not to directly or indirectly employ or directly commission any employees (including freelancers or employees bound by individual contracts) of the AGENCY as employees, freelancers or comparable employees during and up to 12 months after termination of this contract.

11.2 For each case of infringement of the provision in paragraph 1, the Client shall pay the AGENCY a contractual penalty of EUR 2,000.00 per infringement. In the event of the enticement of several employees of the AGENCY, each employee shall be deemed to be a separate infringement, irrespective of whether the enticement of the employees of the AGENCY takes place simultaneously or separately. The damages shall be set higher or lower if the client proves lower damages or the AGENCY proves higher damages.

11.3 The assertion of further damages in excess of the forfeited contractual penalty shall remain reserved, as shall the assertion of all other statutory claims and legal consequences arising from an infringement (e.g. claims for injunctive relief under competition law).

12. copyright protection and rights of use

12.1 The figurative and word mark Agentur OTeam GmbH and the business name Agentur OTeam GmbH are the property of the AGENCY.
The use of both property rights is reserved to the AGENCY. The naming, use, utilization or alteration of the word mark Agentur OTeam Ltd. requires the express prior consent of the AGENCY.

12.2 All ideas, presentations, project sketches, project papers, concepts, plans, works and layouts produced by the AGENCY are its intellectual property and are intended exclusively for the client within the scope of the order placed. The processing, utilization, duplication and commercial distribution is only permitted with the consent of the AGENCY as the holder of the rights of use. The execution of its concept work is reserved solely to the AGENCY.

12.3 If no order is placed with the AGENCY, the client of these works shall be obliged to refrain from using the ideas, proposals, concepts, layouts and texts submitted in the course of the collaboration.

12.4 Any further use, disclosure to third parties, partial or complete realization of the ideas, concepts, layouts and texts presented within the scope of the collaboration shall require the consent of the AGENCY and in any case prior agreement on appropriate remuneration.

12.5 The AGENCY shall be entitled to document the production on image and sound carriers of any kind and to distribute or publish all photographs, video and film recordings and other technical reproductions resulting from the contractual relationship for its own advertising or for editorial purposes, without restriction of the geographical, material and temporal scope.

12.6 The client agrees that the AGENCY may use it as a reference in print or other media. The contracting parties shall permit each other to issue press releases. Upon request, the AGENCY shall be named in publications as the author and agency responsible.

13 Confidentiality and data protection

13.1 The contracting parties undertake to keep confidential the information and documents disclosed to each other or received in connection with the performance of the contract and to take appropriate measures within the meaning of § 2 para. 1 GeschGehG in order to take note of them and utilization by third parties. Employees of the contractual partners shall be obliged to maintain confidentiality and non-utilization insofar as they come into contact with the contractual services, unless they are already obliged to do so on the basis of their employment contract. The same applies to suppliers of both partners. The same applies to their utilization.

13.2 The obligation to maintain confidentiality and non-utilization of information disclosed to each other or received in the course of the performance of the contract shall not apply insofar as such information

13.3 The obligation of confidentiality shall not apply if there is an obligation to disclose the confidential information by order of a court, by order of an authority or by law.

13.4 The confidentiality obligation shall continue to apply after the end of the contract.

13.5 The contracting parties undertake to comply with the provisions of the data protection laws and the European General Data Protection Regulation as amended from time to time. The contractual partners shall impose corresponding obligations on their employees, suppliers and other persons who work with
the contractual services.

13.6 The client undertakes to use the data, images etc. provided to it only within the scope of the order. In particular, it is prohibited to use and/or disseminate personal data, images etc. of employees of the AGENCY. For each case of infringement of the provision
in sentence 1, the client shall pay the AGENCY a contractual penalty of EUR 10,000.00 per infringement. The damages shall be set higher or lower if the client proves lower damages or the AGENCY proves higher damages.

14 Complaints

14.1 Complaints must be reported to the AGENCY immediately so that any corrections and changes can be made immediately. Notifying the AGENCY’s employees on site is not sufficient.

15. language version

15.1 In the event of translation of this contract into other languages and linguistic ambiguities, the German version of the contract shall always apply.

16. final provisions

16.1 Amendments or additions to both these GTC and the contents of the order must be made in text form; this also applies to the cancellation of this text form clause.

16.2 This agreement and the entire legal relationship between the contracting parties shall be governed by the law of the Federal Republic of Germany. The place of performance for the above contract is the registered office of the AGENCY. To the extent permitted by law, the place of jurisdiction shall be Munich.

16.3 Should one or more provisions of these GTC be or become void, invalid or unenforceable, this shall not affect the validity of the remaining provisions of these GTC. The The parties undertake to replace ineffective or unenforceable provisions of these GTC from the time of ineffectiveness with effective provisions that come closest to the economic objective pursued with these GTC. The provisions in sentences 1 and 2 shall apply accordingly if these GTC contain a loophole or if a loophole should subsequently arise in these GTC.

Munich, 01.02.2022

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