General Terms and Conditions of Next Convention GmbH & Co. KG
Paul-Lincke-Ufer 42, 10999 Berlin
Commercial Register: AG Charlottenburg, HRA 58550 B
Personally liable partner:
Berlin Convention Verwaltungs-GmbH
Commercial Register: AG Charlottenburg HRB 228607 B
Managing Partners: Johann Schmitz, Thomas Wiggermann
(hereinafter referred to as the Contractor or Next Convention or NC)
§ 1 Scope of application
The regulations contained in these General Terms and Conditions apply to all contracts concluded by our business units. Individual special agreements agreed upon with the Client take precedence over these regulations. We only accept the Client’s terms and conditions in contradiction or deviation from these conditions if we have expressly notified the Client of this in writing.
§ 2 Conclusion of contract
If a request is to be regarded as an offer in accordance with § 145 Civil Code (BGB), NC may accept it within two weeks. Contracts and orders to NC must be made in writing. Our offers are always subject to confirmation. Due to constant changes in the market prices of suppliers and subcontractors as well as materials, offer prices are valid for a maximum period of four weeks until order placement. In case of doubt, a written order confirmation in accordance with the terms and content of the preceding offer is always required for a contract to take effect. Offers and attachments may not be made available to third parties not involved in the contract negotiations without the consent of NC.
- In the event area, the basis of the event to be implemented in each case is a concept approved by the Client, as well as a coordinated service description and a cost plan.
- Subsequent (additional) orders that are not included in the original scope of the contract must also be made in writing. These will be charged according to the respective expense.
- NC is entitled to engage expert subcontractors to implement the order. The Contractor is also entitled to fulfil the performance obligations in the form of partial services or partial deliveries. The Client already gives their consent to this as a condition of the contract.
§ 3 Scope of services
The scope of the contractual services is defined in the written order confirmation. Subsidiary agreements or amendments that change the scope of the contractual services must be made in writing.
§ 4 Cancellation
- Cancellations must always be made in writing to be legally valid.
- Regardless of the time of cancellation, the Client is liable for all services already rendered (net plus VAT) by NC. Furthermore, the Client shall be liable for all third-party costs incurred by the Contractor as a result of the cancellation.
- Cancellation costs for the services agreed upon with NC are subject to the following scale as of order placement:
25% of the net sum according to the offer until 121 days before the event
50% of the net sum according to the offer from 120-61 days before the event
80% of the net sum according to offer from 60-22 days before the event
100% of the net sum according to offer from 21 days before the event
This does not affect the right to claim the costs already incurred up to the date of cancellation in connection with the preparation of the event (research, travel arrangements, etc.). In addition to the cancellation costs according to paragraph 3, costs for the follow-up and handling of the cancellation will be charged according to actual expenditure.
- Additional cancellation fees potentially charged by NC’s service partners will be passed on.
§ 5 Copyright and data protection
- NC reserves all rights of ownership and copyright to all documents, such as calculations, drawings etc. provided to the Client in connection with the order placement. These documents may not be made accessible to third parties without consulting NC. All presentation content likewise remains the property of NC if NC is not otherwise specifically commissioned. Use by the Client in any manner whatsoever is prohibited (concept protection).
- If no contract is concluded within the period specified in § 2, these documents shall be returned to NC without delay.
- The Client shall ensure and declare upon conclusion of the contract that they are in possession of the copyright and/or trademark rights required for the services commissioned by them; if they are not the author and/or trademark owner themselves, they shall have obtained express permission from the owner for the use of illustrations, trademarks and/or brand names. NC is not obliged to verify the existing rights to the available materials. Any liability in respect of copyright and trademark infringements against third parties is therefore excluded for the services commissioned. Should any copyright or trademark infringements occur in this connection, the Client themselves are responsible for this and hereby releases the NC from all third-party claims at first request. The Client undertakes to bear all costs of defence against such third-party claims, in particular lawyer’s fees.
- Pictures, graphics and texts as well as programming and web-based software solutions supplied by NC are protected by copyright and are available to the contract partner for the duration of the contract. Raw film material created for the purpose of delivering a finished cut product, remains the possession of NC and is also protected by copyright. Any further use, reproduction or modification is only permitted with the written consent of NC. The ownership, copyright and trademark rights remain with NC after the presentation even if NC is not commissioned to carry out the order.
- NC reserves the right to archive works and drafts and use them as a reference for its own external image communication (homepage, presentations, etc.). The Client agrees to personal data (inventory data) and other operational information being stored to the extent that this is necessary in order to fulfil the purpose of the contract.
§ 6 Prices and terms of payment
- All offers are subject to alteration by NC and are non-binding.
- Invoices issued by NC are due immediately on receipt and are to be paid without deduction within ten days at the latest. All prices are subject to the value added tax currently applicable at the time of contractual performance.
- Up to two weeks before the start of the event, the Client must make a deposit payment of 80% of the order amount.
- Payments must be made exclusively to the account named in the offer by NC.
- Discounts may only be deducted by special written agreement.
- Interest on arrears will be charged at a rate of 6% above the respective base rate of the European Central Bank. We reserve the right to assert higher damage due to default.
§ 7 Default of acceptance
If the Client is in default of acceptance or culpably violates other obligations to cooperate, NC is entitled to demand compensation for the damage incurred in this respect, including any additional expenses. NC reserves the right to assert further claims.
§ 8 Warranty
The Contractor is obliged to thoroughly inspect the goods supplied by NC upon acceptance and to notify NC of any defects in writing without delay (§§ 377, 378 Commercial Code – HGB). The notification of defects must in any case be received before the start of the event so that NC is given the opportunity of supplementary performance. Failure to report defects or failure to do so in good time shall lead to the exclusion of warranty claims. The Contractor shall only be entitled to a warranty claim if they have fulfilled all services, tasks and cooperation obligations to be performed by them in a proper, timely and defect-free manner.
§ 9 Liability
- NC shall be liable in cases of intent or gross negligence on the part of NC or a representative or vicarious agent as well as in cases of culpably caused injury to life, body or health in accordance with the statutory provisions. In cases of gross negligence, however, the liability of NC is limited to the foreseeable damage typical of the contract, unless another of the exceptional cases listed in Sentence 1 or 3 of this paragraph also applies. Otherwise, NC shall only be liable for culpable breach of material contractual obligations or insofar as NC has fraudulently concealed the defect.
However, the claim for damages for the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in Sentence 1 or Sentence 3 of this paragraph also applies.
- The provision of the preceding paragraph shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), irrespective of the legal grounds, in particular due to defects, the breach of duties arising from the contractual obligation or from tort. They shall also apply to claims for compensation for futile expenditure.
- The above provisions do not entail a change in the burden of proof to the disadvantage of the Client.
- If the Client or a third party makes changes to the contracted project without the prior written consent of NC, liability for the consequences arising from this shall not apply.
- The contracting parties agree to a cap on claims for damages in the amount of the order value, depending on the order value. Claims for damages for loss of life, physical injury or damage to health shall remain unaffected by the above limitation of liability. The above limitations of liability shall also apply in favour of any legal representatives and vicarious agents of NC who may be involved. Should the contractual partner consider a higher liability sum to be necessary, NC shall, at the request of the contractual partner and at their expense, take out appropriate insurance insofar as this is possible.
- In cases of force majeure resulting in cancellation of the event, the parties shall have no mutual claims for performance and damages arising from this agreement. §4 Cancellation still stands.
- For outdoor activities, in particular when using equipment, NC shall not be liable for damage to property or personal injury resulting from improper use of the equipment provided or from overestimation of the participants’ own capabilities. Also excluded is the responsibility for the loss of personal items belonging to event participants.
§ 10 Miscellaneous
- This contract and all legal relations between the parties are subject to the law of the Federal Republic of Germany.
- The exclusive place of jurisdiction for all disputes arising from this contract is Berlin.
- Changes and additions must be made in writing. This also applies to changes to these General Terms and Conditions.
- Should provisions of the contract be wholly or partially invalid or unenforceable or later lose their validity or enforceability, this shall not affect the validity of the contract in other respects. The same shall apply if a loophole in the contract should become apparent. In place of the invalid or unenforceable provision or to fill the gap, the parties shall agree on an appropriate provision which, as far as legally possible, comes as close as possible to what the contracting parties intended or would have intended according to the spirit and purpose of the contract if they had considered the point when concluding the contract.
- Any data, personal or otherwise, held on behalf of the client, being client, partner or participant data, for the purposes of the contracted project, shall be subject to the Data Protection Terms of NC unless an overriding, separate contract is agreed in writing prior to any data being captured and/ or saved. The sharing of data is subject to the NC Data Protection Terms and the local laws associated with the project.
- Where it is agreed that NC contracts a third party provider platform or application on behalf of the client, the provider’s T&C will apply for all parties involved in the project. Should personal data be captured or saved via the provider’s platform or application, the client and the project name may need to be declared based on the local laws relating to the project.
- In addition to local German VAT, an Artist National Health Insurance Tax (KSK), will also be charged for all registered artist members contracted via NC. The current rate set but the government is 4,2% and is only applicable to the artists fees.
- Unless otherwise agreed, all associated travel costs will charged in addition the offer made without mark-up.
- Reporting and accounting will in Euros. Any foreign exchange rates used will be at the current rate and at the discretion of NC. Any FX fees will be passed on without mark-up.
* Next Convention also operate under the brand NEXT NOW. The same T&Cs apply to NEXT NOW or any other brand of Next Convention GmbH & Co. KG.