1. General
1.1. The following conditions apply exclusively to the offers, deliveries and services provided by trendhouse event marketing GmbH (“agency”). They apply in particular to all services provided by the agency in the context of preparing offers, conception, strategy and other developments, consulting, planning, design, production and other services for the client.
1.2. The customer's general conditions only become part of the contract if they are accepted in writing by the agency. Otherwise, these general terms and conditions take precedence. Acceptance of the agency's services is in any case regarded as acceptance of these general terms and conditions.
2. Conclusion of contract/content of contract
2.1. The agency's offers are always subject to change. The prices are in EURO plus statutory value added tax, where applicable.
2.2. Agency expenses for postage, telephone, insurance, customs, etc. are settled at a lump sum of 7.5% on the net invoice amount.
2.3. Upon proof, the client bears all expenses such as travel and accommodation costs, expenses and third-party payment claims arising as part of the execution of the contract. The agency pays the actual travel time as an expense at a discount of 50%.
2.4. For processing orders with third parties that the agency uses to execute the contract in consultation with the client (e.g. artists, exhibition builders, craftsmen, room rental, event costs), the agency charges a handling fee to be negotiated on a case-by-case basis.
2.5. The agency's offers referred to as “budget”, “cost outline” or “rough cost calculation” are non-binding. Unless otherwise agreed, concepts and designs developed by the agency on behalf of the client are subject to a fee.
2.6. The contract is regularly concluded with the agency's written order confirmation.
2.7. If the agency commissions third parties to carry out parts of the contract, the client must indemnify it from claims made by these third parties, unless the client has already paid the agency for this service.
3. Prices and terms of payment
3.1. The agency is entitled to provide partial services and to bill them separately. It may also demand advance or advance payments on services provided or commissioned at any time. Unless otherwise agreed, these are generally to be paid as follows:
3.2. Services not included in the offer, which are carried out at the client's request or additional expenses caused by incorrect or incomplete information provided by the client, omitted cooperation by the client, transport delays through no fault of the client's fault or due to advance payments made by third parties that are not timely or professional, will be charged to the customer in addition according to the agency's current remuneration rates.
3.3. Unless otherwise agreed, payments must be made in cash or by bank transfer and free of charge at the headquarters of the agency.
3.4. Invoice amounts must be paid without deduction within two weeks of the invoice date. If the payment deadline is exceeded, the Agency reserves the right to charge default interest at the statutory rate, at least 8% per annum above the base rate of the European Central Bank.
3.5. In the event of late payment, the agency is entitled, after setting a deadline with a threat of refusal, to withdraw from the contract and claim compensation for failure to fulfill the contract.
4. Client's obligations to cooperate
4.1. The client supports the agency in fulfilling its contractually owed services. This includes in particular the timely provision of information, data material as well as hardware and software, advertising material, other information and instructions from the client to the agency, insofar as these are appropriate and necessary to achieve the order and to comply with any deadlines.
4.2. The client provides a contact person to carry out the order.
4.3. Cooperation is carried out by the client at his expense.
5. Transport/ packaging
5.1. The risk of transportation of all goods shipped as part of the execution of the contract lies with the customer, unless otherwise agreed. Unless there is any special instruction, the agency will determine the shipment at its discretion without responsibility for special packaging or the cheapest and fastest route.
5.2. The agency is entitled but not obliged to take out transport insurance, the costs of which must be borne by the client.
5.3. Transport damage must be reported to the agency immediately. Any claims against the transport company will be assigned to the customer upon request.
5.4. The client's items that are necessary for the agency to provide services must be delivered free of charge or to the location specified by the agency on the agreed date. Such parts are returned free of charge from the place of use at the customer's risk.
5.5. The client is responsible for the loss of the delivered materials at the place of use for which the agency is not responsible.
6. Acceptance/transfer of risk
6.1. If the contractual relationship between agency and client is a work contract, the client is obliged to accept the agency's services on the completion date specified by the agency.
6.2. Acceptance can be carried out in particular during dress rehearsals or trial runs, at the latest at the end of the event, where applicable. This does not apply to planning services that are considered completed and ready for acceptance upon receipt by the customer.
6.3. Insofar as defects do not significantly impair the function of the service item, they do not entitle you to refuse acceptance.
6.4. If the agency's services cannot be made available to the client for reasons for which the client is responsible, the risk is transferred to the customer on the day of receipt of the notification of completion. The agency's performance is then considered to have been fulfilled.
7. Termination
7.1. In the event of termination by the customer without good reason, the agency receives the agreed remuneration for the services already provided.
7.2. Services provided in this sense also include compensation or compensation claims that the agency has to fulfill as a result of obligations entered into against third parties (subcontractors, landlords, etc.), regardless of whether these have already been paid.
7.3. With regard to services not yet provided, 40% of the agreed fee for services not yet provided will be deducted as saved expenses in a lump sum; the remaining amount is due for payment immediately.
7.4. If, despite a declaration of completion, the client does not accept the agency's services without good reason or does the client not meet its payment obligations or does not fulfill it properly, the agency is released from its performance obligation after setting a reasonable period of grace and may claim compensation.
7.5. As compensation, the agency may claim the value of the services provided up to the termination of the contract and 60% of the value of the services not yet provided as lump sum compensation. The agency reserves the right to claim higher proven damages.
7.6. The agency has the right to cancel the contract for good cause. One important reason is in particular the failure of the customer to cooperate in such a way that, despite setting a reasonable deadline, the agency is unable to fulfill the order properly or on time. In the event of termination by the agency, 7.1 to 7.5 apply accordingly.
8. Guarantee
8.1. The client is obliged to check the agency's services upon acceptance and to report deficiencies immediately. If, despite careful inspection, a defect only appears later, this must be reported immediately. In any case, complaints must be received by the agency no later than 5 working days after the end of the event or handover of the agreed service.
8.2. As a warranty, the client can in principle initially only demand subsequent performance in the form of repair. The method of appropriate repair is at the discretion of the agency, which is also open to replacement delivery at any time.
8.3. The client may withdraw from the contract or demand a reduction in the price (reduction) if at least two attempts to repair the same defect have failed.
8.4. The warranty is excluded if the client further processes the agency's goods or services or sells them.
8.5. If the repair is ruled out or impossible due to the lapse of time (termination of the event), the customer is only entitled to reduction rights in the event of a defect.
8.6. The agency may refuse to correct defects as long as the client has not met its contractual obligations, in particular its payment obligations (e.g. down payment, advance payment), in due time.
8.7. If the complaint is delayed or if reservations due to known defects were not made upon acceptance/handover, the warranty claims expire in full. The same applies if the client makes changes himself or makes it difficult for the agency to identify the deficiencies.
8.8. Claims for damages arising from a breach of the obligation to repair the defect are excluded, unless they are based on gross negligence or intent.
9. Liability
9.1. Claims for damages against the agency, its employees and/or vicarious agents based on slight negligence and which do not include compensation for injury to life, limb and/or health are excluded - insofar as legally possible. It is irrelevant whether they result from a breach of contract or the breach of ancillary contractual obligations (e.g. Sections 280, 241 Paragraph 2 BGB), from tort, also from the liability of the producer (due to design, production and information errors as well as errors in product monitoring, e.g. Section 823 BGB).
9.2. In the event of culpable breach of essential contractual obligations (cardinal obligations), liability is also assumed for the negligence of an organ or an executive officer, but limited to the reasonably foreseeable damage typical of the contract. This limitation does not apply in the event of injury to life, body and/or health.
9.3. In cases of the admissible limitation of liability due to simple negligence, the extent of damage will in no case exceed the lower amount of either 50% of the order value or euro 500,000.00.
9.4. The risk of legal admissibility of advertising and content is borne solely by the client. This applies in particular in the event that content violates the Unfair Competition Act (UWG), the Copyright Act (UrhG) and special advertising law laws.
9.5. Unless otherwise agreed, the agency is not liable for items brought in by the client, unless the agency has caused the damage or destruction of the objects through intentional or grossly negligent action.
9.6. Liability for (sequential) damage that is not typical of the contract is excluded. This also applies in case of gross negligence.
9.7. The limitation period for claims for defects (in particular Section 438 (1) No. 3 BGB) is limited to one year to the extent permitted by law. Cases of fraudulent misrepresentation, intent and Sections 478, 479 BGB are excluded from this.
9.8. The client's right to assert claims arising from reported defects expires in all cases six months from the time the complaint is submitted in good time, but at the earliest upon expiry of the warranty period.
10. Intellectual property rights
10.1. The agency grants the client the rights of use to publish, reproduce, exploit, modify, edit, translate and, if necessary, synchronize, for work commissioned and fully paid for by him. Rights of use to work that have not yet been paid when the cooperation between the agency and the client has ended remain with the agency. The agency is entitled to apply copyright names to advertising material developed and/or produced by it.
10.2. All industrial property rights (copyright and ancillary copyright rights, trademark rights, antitrust rights, patent rights) arising in connection with the services to be provided by the agency or its employees or third parties commissioned by it — including on behalf of the client — remain exclusively with the agency. The transfer of rights of use and exploitation requires a written agreement. The same applies to concepts and drafts. Only the agency or person expressly commissioned to do so by the agency may make changes to the performance results. 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 suggestions as well as calculations.
10.3. The client is only entitled to use the agency's concepts, drafts, etc. for its own purposes provided for in the contract; reproductions are only permitted with the express prior consent of the agency. Print templates, working films and negatives produced by or on behalf of the agency remain the property of the agency, even if they are charged to the customer.
10.4. With regard to the execution of orders in accordance with information or documents provided by the customer, the customer guarantees that the production and delivery of the services carried out in accordance with his information and documents does not infringe the intellectual property rights of third parties. The agency is not obliged to verify whether the information or documents provided by the customer for the provision of services infringe or may infringe the property rights of third parties. In this respect, the client is obliged to immediately indemnify the agency from all possible claims for compensation by third parties and to pay for all damage arising from the infringement of property rights and, if required, to make advance payments.
10.5. The agency is entitled to record the event and to use the recordings and background information about the project for documentation and own PR purposes.
10.6. The agency may name the client as a reference customer on its website or in other media and publicly reproduce or refer to the services provided for demonstration purposes, unless the client objects to this.
11. Confidentiality obligation
11.1. The agency and the client are committed to keeping all business secrets disclosed to them when working with the client confidentially. Insofar as third parties are involved in the performance of tasks, the agency or client oblige these persons to take the same care. The confidentiality obligation also exists beyond the duration of the cooperation.
11.2. The client undertakes not to directly contact and commission 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 conclusion of the contractual relationship for a period of 3 years after the end of the business relationship. If the client breaches this obligation, the agency is entitled to compensation in the amount of 50% of the remuneration paid to the respective entrepreneur against the client.
12. Retention of title
12.1. All services, performance results and delivery items remain the property of the agency until all liabilities arising from the contractual relationship between the parties have been met in full.
12.2. Any transfer of rights of use and exploitation only becomes effective upon full fulfilment of all obligations arising from the contractual relationship between the parties.
13. Storage of documents
13.1. The Agency shall keep the documents relating to the contract for a period of 6 months. When providing original templates (slides, floppy disks, etc.), the client undertakes to produce duplicates. The agency assumes no liability for submissions from the client that are not reclaimed within one month after completion of the order.
14. Set-off and assignment
14.1. The client may only offset claims from the agency against undisputed or legally established counterclaims.
14.2. The client's claims and rights of use arising from this contractual relationship are only transferable with the prior written consent of the agency.
15. Place of Fulfilment and Jurisdiction
15.1. The place of performance and exclusive place of jurisdiction for all disputes between the parties arising from the contractual relationship is Munich (Munich Regional Court I), insofar as the client is an entrepreneur, registered trader, legal entity under public law or a special fund under public law.
15.2. The contractual relationship is subject to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG), even with foreign clients.
16. Final provisions
16.1. Should a provision of these general terms and conditions be ineffective or void, this shall not affect the effectiveness of the remaining provisions.
16.2. Amendments and additions to these general terms and conditions as well as to the contract and any additional agreements must be made in writing. This also applies to the amendment or termination of this protective form requirement.
