General Terms and Conditions (GTC) of Vogel Communications Group GmbH & Co. KG for Clients of the Vogel Shop at www.en.b2bmarketing.vogel.de

Date: 23.09.2021

Part A. General conditions

1. Scope of the GTC

1.1 These General Terms and Conditions (GTC) apply to all declarations of intent, contracts and legal or quasi-legal acts of Vogel Communications Group GmbH & Co. KG, Max-Planck-Straße 7/9, 97082 Würzburg (hereinafter referred to as "VCG" ), with its clients (hereinafter referred to as "AG" ), which are processed via the Vogel online shop (hereinafter referred to as "Vogel-Shop") at www.b2bmarketing.vogel.de (hereinafter referred to as "Order").

Part A. of these GTC contains general terms and conditions that apply equally to the special terms and conditions for advertising customers (content orders, media and agency services) in Part B., for exhibitors and sponsors in Part C., and for event organizers in Part D. The special terms and conditions in Part B, Part C and Part D. are independent of each other in their validity.

1.2 The online store is aimed only at entrepreneurs. These GTC shall therefore apply exclusively to entrepreneurs. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.

1.3 Conflicting terms and conditions or terms and conditions deviating from these GTC shall not be recognized unless an express written agreement to this effect is made with VCG. These GTC shall also apply if VCG performs services without reservation in the knowledge of conflicting or deviating conditions of the client.

1.4 VCG reserves the right to unilaterally adjust the GTC at any time. Changes to the GTC will be communicated to the client in writing, electronically (e.g. by e-mail) or by publication on the website of the online store. The Client may object to the updated version of the GTC within 2 weeks of receipt of the notification. Without objection, the changes are considered accepted. If the client objects to the changes of the GTC, VCG has the right to terminate the contractual relationship with immediate effect.

1.5 These GTC apply in their current version valid at the time of the conclusion of the legal transaction or the existence of a relationship similar to a legal transaction. Unless otherwise agreed, they shall also apply to all future legal transactions or relationships similar to legal transactions, even if they are not expressly agreed again. The currently valid version of these GTC can be downloaded from https://en.b2bmarketing.vogel.de/pages/allgemeine-geschaftsbedingungen.

2 Conclusion of Contract

The presentation of the products in the online store does not constitute a legally binding offer, but an invitation to the customer to make an offer to conclude a contract. The customer can initially place the products of the online store in the shopping cart without obligation and correct his entries at any time before sending a binding offer to conclude a contract. The customer has the choice whether he wants to create a customer account before sending the order or order as a guest. The creation of a customer account has the advantage that the customer does not have to re-enter his data for future orders. The customer also has the choice of whether he wants to complete his order bindingly via the online store or whether he wants to place the order as part of an individual product consultation.

By clicking the "Order" button, the customer places a binding order for the products contained in the shopping cart. After sending the order, the client receives an automatically generated order confirmation. This order confirmation does not constitute an acceptance of the contract by VCG, but merely the confirmation that the order has been received by VCG. After receipt of the order confirmation, the client can be contacted by VCG in order to coordinate the details of the order and to clarify open questions. The contract with VCG is only concluded when VCG sends the client an order confirmation with the details of the order by e-mail (hereinafter referred to as "order confirmation").

3 Payment method

For orders via the online shop, only payment by invoice is possible.

4 Contractual Relationships and Contents

4.1 VCG is a B2B communication company for customized B2B communication solutions. The objective of the cooperation between AG and VCG is in particular the optimization and expansion of the advertising and communicative appearance of AG, its products and/or services in the market as well as the provision of opportunities for the presentation of AG's business field of activity and products. Furthermore, AG may order event solutions in the on- and offline area.

4.2 As an advertising customer, the Client may order from VCG in particular advertising services in trade media and the creation of content to be used primarily for the Client's communication channels, such as the Client's website, social media channels, product brochures, catalogs, etc., as well as the creation of further opportunities for the Client's advertising and communication appearances. The services ordered in detail shall result from the order confirmation and the detailed agreements made after the order, subject to these General Terms and Conditions and the Special Terms and Conditions in Part B.

4.3 In addition, AG as exhibitor or sponsor can book services and contents of the respective event service packages for one or more events with VCG, in particular order from VCG the provision of exhibition space (in case of Presence or Hybrid as event format) or with the provision of virtual presentation space and digital actions on the respective online event platform (in case of Hybrid and Digital as event format). The registration for an event is to be submitted by the Client to VCG in the form provided for this purpose and constitutes a binding offer to conclude a contract with regard to the event service package selected by the Client in each case. Insofar as VCG accepts the offer, the contract with respect to the event service package selected by the AG in each case shall be concluded by notification of admission by VCG to the AG. In all other respects, section 2 of these General Terms and Conditions shall apply to the conclusion of the contract. The client has no right to admission.

4.4 As an event organizer, the Client may order the planning, organization and coordination of (on- and offline and hybrid) events and related services from VCG. The services ordered in detail result from the order confirmation subject to these General Terms and Conditions as well as the Special Terms and Conditions in Part D. In the order confirmation and in the detailed agreements made after the order, the scope and content of the services owed by the client and VCG are specified in each case. The agreement concluded between VCG and AG is authoritative in this respect. VCG does not owe the verification of the legal admissibility of advertising (in particular competition, trademark, food and drug law), if this has not been expressly agreed otherwise in writing.

4.5 The services owed by VCG according to clauses 4.2 to 4.4 are hereinafter also uniformly referred to as "Subject Matter". VCG does not vouch for the achievement of a certain economic success.

4.6 VCG is entitled, at its own discretion, to perform the services itself, to use competent third parties as vicarious agents for the performance of services under the contract and/or to substitute such services (hereinafter referred to as "Third Party Services").

4.7 The commissioning of external services shall be made in the name of VCG, but for the account of the Client. VCG shall invoice the costs incurred to AG.

4.8 Unless otherwise agreed, invoices shall be due for payment without deduction within 30 calendar days of complete delivery and performance (including any agreed acceptance) and invoicing. If payment is received within 14 calendar days, a discount of 2% on the net amount of the invoice shall be granted, unless otherwise stated in the order confirmation or invoice. Agency services, cover pages and ancillary costs, exhibitor and sponsoring packages as well as event services according to Part D. are excluded from the cash discount.

4.9 The contractual agreements between the parties are in the following order of priority:

- Order confirmation including its possible attachments and detailed agreements,

- these GTC, current status in each case,

- legal requirements.

In the event of any contradictions, the contractual bases shall apply in the order listed.

5 Confidentiality and Data Protection

5.1 VCG will treat the transmitted subjects of performance confidentially according to the state of the art; however, VCG cannot guarantee 100% confidentiality due to electronic data communication.

5.2 The parties shall treat all documents, information and data received for the purpose of implementing the contractual relationship and designated as confidential and use them only for the purpose of implementing the respective order. In particular, orders concluded between the parties shall also be deemed confidential. The parties shall impose a corresponding obligation on their employees and involved third parties, in particular subcontractors, affected by the services. These obligations shall remain in force even after the termination of the respective contractual relationship, for whatever reason, for a further two years, calculated from the end of the contract.

5.3 Client authorizes VCG to process the data received in connection with the business relationship within the meaning of applicable data protection laws, insofar as the processing requires a separate authorization and insofar as no other legal basis for the processing exists. VCG declares that its employees and vicarious agents have been obligated to maintain secrecy and to comply with data protection and that VCG has taken all necessary technical and organizational measures to ensure the implementation of the provisions of applicable data protection laws.

5.4 Insofar as AG orders the implementation of a lead campaign from VCG and receives lead data from VCG for this purpose, AG is obligated to comply with its information obligations pursuant to Art. 14 DSGVO within 30 days of sending the lead data.

6 Assignment and Set-off

The Client may only transfer the rights and obligations arising from this contract with the prior written consent of VCG. The Client may only offset claims of VCG against undisputed or legally established claims.

7 Force Majeure

Force majeure or other unforeseeable events for which VCG is not responsible and which make it substantially more difficult or temporarily impossible to provide the contractual services, including pandemic, strike, lockout and official orders, shall entitle VCG to postpone the performance of its services for the duration of the impediment plus a reasonable start-up period. VCG shall inform the client immediately about the occurrence of such impediments to performance. If the delays resulting from an event according to sentence 1 above exceed the period of six weeks and if an adjustment of the contract is not possible and not reasonable for both parties, both parties are released from their performance obligations agreed upon in the order confirmation. Services rendered by VCG shall be remunerated by the AG according to their share. Claims for damages are excluded in such a case.

8 Shape

8.1 Unless otherwise agreed in the respective order confirmation or in these GTC, all agreements between VCG and the Client regarding the contractually owed services and all modalities of the performance of the services shall at least be subject to the text form requirement.

8.2 For all other legally relevant declarations and notifications of the Client vis-à-vis VCG with regard to the order (e.g. setting of a deadline, reminder, withdrawal) the written form requirement shall apply. Legal formal requirements and further proofs, in particular in case of doubts about the legitimacy of the declaring party, shall remain unaffected.

9 Place of Jurisdiction; Severability Clause

9.1 The place of performance shall be Würzburg.

9.2 The place of jurisdiction for all legal disputes arising between VCG and AG shall be Würzburg.

9.3 Only the law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

9.4 Amendments and supplements as well as the termination of the contractual relationship with VCG must be made in writing to be effective. This also applies to the amendment of this written form clause.

9.5 Should one or more provisions of these GTC be or become invalid or void, this shall not affect the validity of the remaining provisions of these GTC. This shall apply accordingly to the filling of a gap in the contract.

9.6 The invalidity of individual provisions of these GTC shall not affect the validity of the remainder of the agreement.

Part B. Special terms and conditions for advertising customers (content orders, media and agency services)

These special terms and conditions apply in addition to the provisions in Part A to orders placed by the Client as an advertising customer who commissions VCG with content orders, media and/or agency services.

10 Obligations to cooperate and Approvals, Acceptances, Releases

10.1 AG shall grant approvals, acceptances and releases provided for in the order in due time so that the workflow at VCG and its suppliers and thus the jointly fixed objectives are not impaired. Approvals, acceptances and releases not provided or provided late may result in additional costs which shall be borne by AG. Approvals, acceptances and releases shall be deemed granted if VCG does not receive a statement to this effect from AG within a period of 7 days after VCG has sent the respective object of performance to AG. Acceptance shall be deemed to have taken place at the latest upon use or payment of the remuneration.

10.2 The information and materials provided by AG serve as an essential basis for the services of VCG. AG guarantees the accuracy of the information vis-à-vis VCG and shall be liable for all legal consequences of incorrect information provided. Client shall ensure that VCG obtains the rights required to use these materials and shall indemnify VCG against any claims by third parties in relation to these very materials.

10.3 If the Client does not comply with its duty to cooperate in other respects, VCG shall request it in writing (text form, e.g. e-mail is sufficient) to do so within a reasonable period of time. If the client does not comply with his duty to inform despite the setting of a deadline, VCG shall be entitled, at its own discretion, either to render its performance on the basis of the information already available or to withdraw from the contract. VCG may also claim compensation for all expenses incurred by VCG within the scope of the contractual relationship which were in vain or had to be additionally rendered as a result of the breach of duty by the AG. Any further claim for damages shall remain unaffected.

10.4 If a concept or other service has to be modified due to the correction of information already provided or as a result of the subsequent submission of information, this shall always be deemed an extension of the scope of services and shall be remunerated subsequently.

10.5 Each party shall name a contact person to the other party who is authorized to give and receive information and declarations of intent, and who assumes full responsibility for the scheduled performance of the contractual services.

11 Remuneration and Prices / Price Changes

11.1 The prices stated in the order confirmation shall be deemed agreed between the parties, plus the VAT rate applicable at the time of performance.

11.2 In the case of agreed regular services, i.e. runtime projects, a monthly lump-sum fee (hereinafter referred to as "Retainer") shall be agreed, usually in the course of an individual product consultation.

11.3 Services exceeding the scope of services of the Retainer shall be agreed upon as further individual project orders on the basis of the contract. For this purpose, as a rule, in the course of an individual product consultation, an effort estimate and an offer shall be made by VCG on the basis of the order. A single project order is concluded according to the regulation in section 2 of these GTC.

11.4 In the case of project-related services without continuous commissioning of VCG, the costs likely to be incurred shall be communicated to the Client in a non-binding contract proposal usually in the course of an individual product consultation by VCG. The latter submits a binding offer to VCG, with the confirmation of which by VCG the costs for the respective services are deemed to be agreed.

11.5 Invoicing for the services rendered by VCG, as well as for the costs incurred by the commissioning of third parties and for expenses shall be made monthly in arrears or, in case of a separate written agreement, after completion of a project.

11.6 Travel expenses for experts commissioned by VCG shall be reimbursed by the Client. Travel expenses include in particular the costs for means of transport (airplane, cab, rental car or train) and for accommodation. For flights, the costs are only reimbursable for the use of economy class, for train travel only for second class and for accommodation only for a four-star hotel, unless the employee is accommodated in a hotel of the AG.

12 Maturity of the Goods

12.1 The due date of VCG's services shall be governed by the joint agreements between VCG and the Client, who shall draw up and, if necessary, adjust a joint schedule.

12.2 In the event of delays in performance for which VCG is responsible, the duration of the grace period to be legally set by the Client shall be two weeks, insofar as this is possible due to the nature of the services to be rendered by VCG, and shall commence upon receipt of the written notice of grace by VCG.

13 Duration and Termination of Contracts and Rescission

13.1 The contract term specified in the order confirmation and the notice periods specified therein shall apply. In the case of an order for a limited period of time, there shall be no ordinary right of termination on the part of the Principal. In the absence of a termination provision in the case of orders for an indefinite period, an ordinary notice period of three months, in each case to the end of the year, shall be deemed to have been agreed between the parties. Notice of termination must be given in writing.

13.2 The right to extraordinary termination shall remain unaffected. Good cause for termination shall exist in particular if: one party breaches material obligations or repeatedly breaches non-material obligations arising from the contractual relationship and does not remedy the breach within a reasonable period of time even after being requested to do so by the other party, or one party cannot reasonably be expected to adhere to the contract as a result of force majeure, or insolvency proceedings have been opened against the assets of the other party or such opening is imminent.

13.3 If an agreement is terminated or cancelled by the Client prior to the commencement of its execution or if the Client withdraws from the agreement for reasons for which VCG is not responsible, VCG shall charge a lump sum of 50% of the order amount for expenses incurred, unless the Client proves that no or only substantially lower damages were incurred.

13.4 If an agreement is extraordinarily terminated by the Client after the start of its implementation or if the Client withdraws from the agreement for reasons for which VCG is not responsible, VCG shall be entitled to invoice the services rendered up to that point in accordance with the agreement and to demand reimbursement of all costs incurred and to demand that the Client indemnify and hold VCG harmless with regard to any claims by third parties, in particular contractors.

13.5 In deviation from Sections 12.3 and 12.4, the following product-specific cancellation conditions apply to the service items listed below, whereby cancellations and rebookings must be notified to VCG in writing:

13.5.1 Webinar/whitepaper/advertorial campaigns / front page/inside front page/4th cover page:

25 % cancellation fee in general
50 % cancellation fee from 12 weeks before Publishing Date (print bookings) or start date (online bookings)
100 % cancellation fee from 14 days before Publishing Date (print bookings) or start date (online bookings)

13.5.2 Digital:

50 % cancellation fee from 4 weeks before start date
75% cancellation fee from 2 weeks before start date
100 % cancellation fee from start date

13.5.3 Print:

50 % cancellation fee from 4 weeks before Ad Close
75 % cancellation fee from 2 weeks before Ad Close
100 % cancellation fee from Ad Close

13.5.4 Trade show newspapers:

In case of cancellation of a trade fair, VCG cancels the agreement without incurring any costs for the client. In case of postponement of the trade fair, the agreed service of the agreement shall be postponed to the new official date of the trade fair. If the client does not agree to a postponement, clause 12.5.3 of these GTC shall apply.

In all of the aforementioned cases, the Client shall be entitled to prove that VCG has incurred no damage or only significantly lower damage than the aforementioned cancellation fees.

13.6 VCG reserves the right to assert further claims for damages.

14 Rights of Use

14.1 In the event that a performance obtains copyright protection through processing by VCG, VCG shall transfer to AG a non-exclusive right of use unlimited in terms of territory, content and time. This right of use includes in particular the right to reproduce, distribute and make publicly available the work in whole or in part. Included is the right to modify and transfer to third parties. Any other granting of rights of use shall require an individual written agreement.

14.2 Any rights of use shall be granted upon acceptance and, subject to a condition precedent, upon full payment of the agreed remuneration.

14.3 Rights of use for designs rejected or not executed by the Client shall remain with VCG. This shall also apply to VCG's services which are not subject to special statutory rights, in particular copyright.

15 Editorial Independence

VCG may internally employ editorially independent specialist editors of its own media brands to provide services for AG. The work of the editors for VCG's media brands remains unaffected by the project work for AG and is carried out independently of each other. The editors are free to publish product information about AG for their editorial work as well.

16 Warranty

If VCG's services have the character of a contract for work and services, the following provisions shall apply:

16.1 Such services shall be subject to acceptance. Further details on acceptance shall be agreed between the parties in the individual contract.

16.2 Client shall immediately notify VCG in writing of any defects in performance. To the extent that rectification is possible and feasible at reasonable expense, VCG shall have the right to rectify defects for which it is responsible.

16.3 A defect shall only exist if the object of performance does not have the contractually agreed quality or is not suitable for the contractually presumed use. The contractual quality of the object of performance results in particular from the provisions of the order confirmation. Insignificant deviations shall not constitute a defect.

16.4 In the event of refusal, impossibility, failure or unreasonable delay of the rectification of defects, the OP may, at his discretion, demand the rescission of the contract or the reduction of the remuneration.

16.5 Warranty claims of the OP shall become statute-barred within a period of six months after completion of the relevant services.

16.6 Claims based on strict warranty liability and the right of self-execution are excluded.

16.7 VCG shall be liable for consequential harm caused by a defect only in accordance with the liability provisions set forth in these GTC. However, this exemption from liability shall not apply if a warranty of quality was given which covers the consequential damage caused by a defect and if the damage caused by the defect is due to the lack of such quality.

17 Liability

17.1 Unless further regulated in the other provisions, VCG shall be liable for damages due to breach of contractual or non-contractual obligations only in case of intent and gross negligence. The limitation of liability shall also apply to legal representatives, executive employees and vicarious agents. VCG shall only be liable for slight negligence in case of breach of an essential contractual obligation (cardinal obligation) as well as in case of damage resulting from injury to life, body or health. In the event of a slightly negligent breach of cardinal obligations, however, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. Cardinal obligations are obligations the fulfillment of which is essential for the proper execution of the present contract and on the fulfillment of which the other party may regularly rely.

17.2 VCG shall not be liable for the factual information about products of the Client contained in the subject matter of the performance or for the protectability under copyright, design, trademark or brand law of the ideas, proposals, concepts, drafts, etc. delivered within the scope of the performance, unless such protectability was expressly agreed in writing as part of the contract.

17.3 The liability for breaches of duty which are neither intentional nor grossly negligent shall be limited to the sum of the contractual fees paid by the Client to VCG for the period of two years prior to the occurrence of the damaging event within the scope of the specific contractual relationship. This does not apply to liability for injury to life, body and health.

17.4 VCG shall only be liable for atypical/unforeseeable indirect damages and consequential damages as well as for loss of profit in case of intent and gross negligence. In this case VCG's liability shall be limited to the contract-typical foreseeable damage, at most to the sum of the contractual fees paid by the Client to VCG for the period of two years prior to the occurrence of the damaging event within the scope of the specific contractual relationship. This does not apply to liability for injury to life, body and health.

18 Retention, Archiving and Release of Data and Documents

18.1 All reports, print documents, films and illustrations produced by VCG for AG shall be properly stored by VCG without separate remuneration for a period of one year, beginning with the termination of the relevant communication measure, and shall be handed over during this period at the request of AG. After expiry of the retention period or in the event of termination of the contract before expiry of this period, the documents shall be handed over to the Principal at the latter's written request, otherwise they shall be destroyed. The aforementioned documents may also be stored in digital form.

18.2 The costs of compiling data, dispatch, packaging, storage beyond the agreed period and, if applicable, the costs of removal and destruction as well as the activities and insurance in connection therewith shall be borne by the Principal.

18.3 VCG may immediately destroy documents that are no longer required, such as manuscripts, sketches, drafts of unrealized advertising measures or similar.

19 Self-promotion

VCG as well as its affiliated companies within the meaning of §§ 15 of the German Stock Corporation Act (AktG) are permitted to use work results or excerpts from the orders free of charge for the purpose of self-promotion - even after the end of the contract period.

Part C. Special Conditions for Exhibitors and Sponsors

These Special Terms and Conditions shall apply in addition to the provisions in Part A. to orders placed by the Client, who commissions VCG to provide event space in the case of presence events and hybrid events or, in the case of hybrid and digital events, additionally to provide virtual presentation facilities and access to the online event platform for its exhibitor and sponsor activities in accordance with the event service package selected by it.

20 Participation

20.1 The admission to an exhibition space or to the online area at an event notified to the Client by VCG shall only refer to the registered Client and the exhibition goods, services and presentation materials confirmed in the notification in accordance with the specifications of the event service package booked by the Client in each case.

20.2 The approval may be revoked by VCG if it was granted on the basis of false or incomplete information, or if the requirements for approval subsequently cease to apply.

21 Special Framework Conditions for Face-to-Face Events, in the Case of Hybrid Event Formats for the Face-to-Face Part of the Services

21.1 Space Allocation

21.1.1 VCG shall provide the exhibition space in the registered offer area in accordance with the stipulations of the event service package booked in each case and in accordance with the provisions of this Part C. In the case of hybrid event formats, VCG shall additionally provide the Client with access to the online event platform in accordance with the event service package booked in each case and in accordance with the provisions applicable to digital events (Section 22).

21.1.2 Special requests of the Client (e.g. placement, neighborhood, stand design, exclusion of competitors, etc.) shall only be taken into account in a binding manner if they are expressly confirmed by VCG in the admission.

21.1.3 Insofar as compelling technical or organizational reasons so require, VCG shall be entitled to allocate the Client an exhibition space in a different location from the exhibition space, to change the size of the exhibition space, to relocate or close entrances and exits to the exhibition grounds.

21.1.4 Without the prior consent of VCG, the transfer of the rights existing for the AG under the transfer agreement, in whole or in part, to other persons is not permitted. The same applies to a transfer of the exhibition space allocated to the authorized AG, in whole or in part, to other persons.

21.2 Technical Services, Services

21.2.1 VCG shall provide for the general heating, cleaning and lighting of the exhibition hall.

21.2.2 Installations of supply and disposal connections may only be ordered via VCG or via a service provider commissioned by VCG.

21.2.3 The costs for installation and consumption of water, electrical and telecommunication connections of the individual stands as well as all other services shall be charged separately to the Principal.

21.2.4 In addition to these GTC, the contractual basis for the Customer's participation in the events shall be the house rules of the operator of the respective event location as well as the organizational, technical and other provisions that the Customer receives prior to the start of the event.

21.3 Cleaning, Waste Disposal

VCG shall be responsible for cleaning the grounds, halls and aisles. The client is responsible for cleaning the exhibition area and disposing of waste. Cleaning must be completed daily before the start of the event. If the cleaning and waste disposal is not done properly, VCG may hire a specialized company at the expense of the Client after appropriate ridge setting.

21.4 Guard

The AG is obligated to carry out the guarding of his property himself. VCG shall not be liable for loss and/or damage to the property of the Client, unless VCG has caused the damage intentionally or by gross negligence.

21.5 Operation and Return of the Exhibition Stands

21.5.1 The stand must comply with the technical and legal guidelines. Insofar as necessary, official permits and requirements as well as construction and operational requirements shall be procured and fulfilled by the Client at its own expense. In case of non-compliance, VCG shall be entitled to have changes made at the expense of the Client and, if necessary, to impose a stand block.

21.5.2 The OP is solely responsible for traffic safety on his stand, including all access points.

21.5.3 During the opening hours of the event, the stand shall be made accessible to visitors. If the stand is not operated in accordance with the contractual agreements, VCG may remove the stand at the expense of the Client and assign the stand location elsewhere. The Client shall not be entitled to reimbursement of the stand fees unless it proves that VCG was able to generate proceeds from the alternative allocation of the stand space.

21.5.4 Stand construction and dismantling must be completed at the specified times. Insofar as the event could be disrupted as a result, set-up and dismantling or other changes are not permitted. If stand construction and dismantling are not completed within the specified times, a contractual penalty of 25% of the rental price plus VAT shall be payable in addition to the stand rental. This applies in particular to the dismantling of the stand before the start of the official dismantling time on the last day of the event.

21.5.5 After the end of the event, the site must be returned in the same condition as before it was handed over to the Principal. Damage or soiling caused by the Principal may be removed at the Principal's expense without prior notice.

22 Online services for hybrid and digital events

22.1 Access to the Online Event Platform, System Requirements

22.1.1 The object of the booking of services in connection with digital events or the digitally conducted part of hybrid events shall generally be the provision of access to the event platform, as well as the use of the functionalities of the event platform and, if applicable, the provision of storage space for the data made accessible by the Principal on the event platform to the agreed extent.

22.1.2 VCG shall not provide the Client with any access software. As a rule, access shall take place via a browser supported by the event platform that complies with VCG's system requirements. Unless otherwise stated in the service description of the respective Event Service Package, these system requirements are:

a standard broadband Internet connection;
a state of the art internet browser;
for active participation: headphones, microphone and webcam/camera;
for passive participation: loudspeakers and headphones.

22.1.3 The system requirements are part of the contract. The Client shall check in good time before its participation in the digital or hybrid event whether the connection to the event platform can be established and, if necessary, remedy existing technical malfunctions for which it is responsible in good time. If a technical connection to the event platform cannot be established, VCG shall be informed in due time.

22.1.4 VCG does not owe Client the provision and/or functionality of the browser.

22.1.5 The Principal shall take the necessary precautions to prevent access to the event platform by unauthorized persons.

22.2 Availability of the Event Platform, Additional Service Levels

22.2.1 VCG warrants an availability of the event platform including accessibility and reachability for the AG which is necessary for a successful execution of the respective event.

22.2.2 VCG shall not be liable for any malfunctions, interruptions or failures on the Event Platform that are

VCG is not responsible for, in particular impairments which are based on failures and/or malfunctions of technical systems and/or network components outside the area of responsibility of VCG; this includes

failures caused by incoming IT attacks. This does not apply if VCG is obligated to use virus protection programs and these were not state of the art at the time of the IT attack;
Failures caused by improper use of software or hardware on the part of the AG;

are maintenance work agreed with the Client or unforeseen maintenance work required for which VCG is not responsible or agreed workarounds (e.g. use of another event platform as an alternative).

22.2.3 The Client is obligated to immediately notify the designated contact person of VCG or the designated support contact person of VCG responsible for the respective event of any disruptions, availability restrictions or availability failures recognizable to it. In the event of disruptions, VCG assures to react and remedy within an appropriate and reasonable time, provided that the disruption is within the sphere of responsibility of VCG.

22.3 Duties of the Client, Liability for illegal Content, Compliance with Legal Frame-work conditions

22.3.1 The Principal shall be liable for ensuring that, within the scope of the functions and digital presentation options available to it on the event platform, no racist, discriminatory, pornographic, youth-protection-endangering, politically extreme or otherwise illegal occurrences or occurrences that violate official regulations or requirements are created or corresponding data are created and/or stored on the server of the operator of the event platform. In particular, the Client is prohibited from the following actions on the event platform:

the posting, distribution, offer and advertising of pornographic content, services and/or products that violate the laws for the protection of minors, data protection laws and/or other laws and/or are fraudulent;
the use of content that may insult or defame VCG or third parties or damage VCG's reputation;
the use, provision and distribution of content, services and/or products that are protected by law or encumbered with third-party rights (e.g. copyrights) without being expressly authorized to do so.

22.3.2 Furthermore, also irrespective of any violation of the law, the Principal is prohibited from the following activities when posting its own content via the functionalities of the event platform and when communicating with other participants and/or moderators (e.g. by sending personal messages, by participating in discussion forums or by writing guestbook entries):

the distribution of viruses, Trojans and other malicious files;
the sending of junk or spam e-mails and chain letters;
the dissemination of lewd, offensive, sexually oriented, obscene or defamatory content or communication, as well as content or communication that is/are likely to promote or support racism, bigotry, hatred, physical violence or illegal acts (in each case explicitly or implicitly);
Harassing other customers, participants and/or moderators, e.g. by contacting them personally several times without or contrary to the reaction of the contacted person, as well as encouraging or supporting such harassment;
soliciting other customers, participants and/or moderators to disclose passwords or personal data for commercial or unlawful purposes;
the distribution and/or public reproduction of content available on the event platform, unless the AG is expressly permitted to do so by the respective author.

22.3.3 The Principal warrants that it is the owner of all rights, in particular all copyrights, rights of use and ancillary copyrights to the content it has posted. Insofar as the Principal is not the author of the content posted, it assures that it is the owner of the unrestricted right of use thereto. It assures the ownership of unrestricted exploitation rights, that the submitted contents are free of third party rights, as well as that no personal rights have been violated in the representation of persons. The Client assures that it has acquired the rights of all copyrights, ancillary copyrights, property rights and other rights holders required for publication, exploitation and making available to the public, in particular that persons depicted have given their express consent to the exploitation and evaluation of the image as part of the application via the Client's profile.

22.3.4 The parties shall appoint contact persons for each other who are authorized to give and receive information and declarations of intent, and who assume full responsibility for the scheduled performance of the contractual services.

22.3.5 The Principal shall observe the relevant data protection regulations. The Principal shall be the person responsible for the personal data processed by it, e.g. of the additional event participants added by it (if agreed), within the meaning of the German Data Protection Regulation (DSGVO). If the Client stores or processes personal data on the systems of the event platform, this shall be secured by concluding a corresponding data protection agreement on commissioned processing in addition to the existing contractual agreements.

23 Advertising, marketing, press, lectures

23.1 Advertising is permitted within the stand (in the case of presence or hybrid for the presence part). Outside the exhibitor's stand - in particular on tables, wall surfaces, in stairways and in the corridors of the exhibition halls - advertising is only permitted with the prior consent of VCG and against payment. The admissibility of advertising measures on the online event platform depends on the event service package booked by the client.

23.2 Only advertising measures that do not violate statutory provisions or morality or are of an ideological or political nature shall be permitted. Visual, moving and acoustic advertising media, musical renditions and product presentations are permitted in compliance with legal/official regulations, provided that other customers are not unreasonably impaired. VCG is entitled to prohibit the publication, distribution and display of advertising material that may give rise to complaint and to secure existing stocks of the advertising material for the duration of the event. The same shall apply to the making publicly available of unlawful or otherwise objectionable advertising material or content pursuant to Sections 22.3.1 and 22.3.2 on the event platform. In this case, VCG may, depending on the severity of the violation and the extent of a complaint, exercise its domiciliary rights and, in particular, exclude Client from participation in the event or block its access to the event platform, unless this is unreasonable for Client.

23.3 For the preparation and execution of the event VCG shall be entitled to use the name and logo of the CL free of charge on advertising and marketing materials (e.g. advertisements, websites). The CL is obliged to provide VCG with a logo of appropriate quality and request.

23.4 Photography as well as video and film recordings of the exhibits are permitted, provided that the respective AG allows this. VCG is entitled to make photographs, film and video recordings as well as drawings of the event, the stands and the exhibited goods or to have them made by the press and to use them free of charge for advertising purposes or general press publications. This Clause 23.4 shall apply mutatis mutandis to digital recording options for digital event formats, in particular to screenshots and screencasts, for example of digital presentation areas of the Principal.

23.5 The organizer is entitled to restrict or prohibit presentations that lead to a hazard or significant impairment of the event operation.

24 Payment Due Date

24.1 The agreed fees (rental of the exhibition space, advance payments for ancillary costs, advertising measures, access to the online event platform, etc.) are due upon receipt of the invoice.

24.2 VCG is entitled to demand advance payment of the agreed fees. If the Client does not pay by the set payment date, VCG may exclude him from participation in the event. The obligation to pay the agreed fees remains unaffected.

24.3 Costs for travel to and from the place of performance, overnight stays and similar shall be borne by the Principal.

25 Cancellation, Changes

25.1 Unless otherwise stated or agreed in the order confirmation, Client shall be entitled to cancel the order in writing. In case of cancellation, Client shall pay VCG a lump-sum compensation in the following gradation:

Cancellation up to 12 weeks before the date of the agreed event: 25% of the agreed remuneration
Cancellation up to 8 weeks before the date of the agreed event: 50% of the agreed remuneration
Cancellation up to 6 weeks before the date of the agreed event: 75% of the agreed remuneration
Cancellation less than 6 weeks before the date of the agreed event: 100 % of the agreed remuneration

The client is entitled to prove that VCG has not suffered any damage at all due to the cancellation or that the damage is lower than the flat rates listed above.

25.2 VCG also has the right to change the event for important reasons (e.g. changes to the program, the format (presence, hybrid or digital), the time or schedule, the location or venue). VCG will notify AG separately in text form of any material changes. All changes will also be communicated on the website. In this respect, it is incumbent on the Client to also inform itself about such changes.

26 Liability

26.1 The insurance of the exhibition goods against all risks of transport and during the event against damage, theft, etc. shall be the responsibility of the Principal.

26.2 The Principal shall be liable for all damage caused to third parties by its participation in the event, including damage to the premises and facilities of the Organizer. The Principal shall be exclusively responsible for the contents of advertisements, brochures and other information documents.

26.3 In all other respects, the liability provisions under Section 16 of these GTC shall apply mutatis mutandis.

27 Warranty

The claims of the Client arising from the order and from all legal relationships in connection therewith shall become statute-barred within 6 months. The period shall commence upon return, i.e. in the case of face-to-face events upon complete clearance of the exhibition space or in the case of digital formats upon termination of the event and discontinuation of access to the event platform, unless otherwise agreed with the Principal (e.g. in cases where access to the event platform is still required for the use of further services following the respective event).

Part D. Special Conditions for Organisers

These special terms and conditions shall apply in addition to the provisions in Part A. to orders placed by the Client who commissions VCG with the planning, organization and coordination of an event and other related services, the details of which (date, location, sequence, technical details, etc.) shall be derived from the order confirmation.

28. Obligations to cooperate, Approvals, Releases

28.1 Client shall grant or obtain the approvals and releases provided for in the order confirmation and its annexes in due time so that the workflow at VCG and its suppliers and thus the jointly fixed objectives are not impaired. Approvals and releases not provided or provided late may cause additional costs which shall be borne by the client. Approvals and releases shall be deemed granted if VCG does not receive a statement to this effect from AG within a period of 7 days after VCG has sent the respective object of performance to AG. Acceptance shall be deemed to have taken place at the latest upon use or payment of the remuneration.

28.2 The information provided by AG shall serve as the essential basis for the services of VCG. Client warrants the accuracy of the information to VCG and shall be liable for all legal consequences of incorrect information provided.

28.3 If the Client does not comply with its duty to cooperate in other respects, VCG shall request it in text form (e-mail is sufficient) to do so within a reasonable period of time. If Client fails to comply with its duty to provide information despite having been given a deadline, VCG shall be entitled, at its own discretion, either to render its performance on the basis of the information already available or to withdraw from the contract. VCG may also demand reimbursement of all expenses which VCG has incurred within the scope of the contractual relationship and which were in vain or had to be additionally incurred as a result of the breach of duty by the client. Any further claim for damages shall remain unaffected.

28.4 If a concept or other service has to be modified due to the correction of information already provided or as a result of the subsequent submission of information, this shall always be deemed an extension of the scope of services and shall be remunerated subsequently.

28.5 The expected number of participants must be announced no later than 5 working days before the event. This stated number of participants is binding and must be adhered to.

28.6 Insofar as a risk assessment carried out by VCG shows that additional safety precautions have to be taken (e.g. provision of paramedics or similar), Client shall be obliged to take the corresponding precautions or to commission VCG to take them.

28.7 The catering of the premises shall only be carried out by the approved catering partners. In coordination with VCG, AG may propose another caterer. There shall be no entitlement to the approval of the proposed caterers.

29. Organiser

29.1 The Principal shall be the sole organizer of the event carried out within the framework of the contractual relationship. In this respect, in its capacity as organizer, CL shall assume sole responsibility for all liability-related matters vis-à-vis the visitors and participants of the event or vis-à-vis third parties. VCG shall only be considered as organizer if this has been agreed separately in writing.

29.2 The Principal itself shall be obliged to obtain, maintain and comply with all permits or conditions under public law that may be necessary for the implementation of the event.

29.3 AG shall be responsible, at its own discretion, for taking out adequate organizer's liability insurance for personal injury and property damage for the period of the event, which shall be at least in line with the market.

29.4 The Client shall indemnify VCG against any liability for personal injury and property damage arising in the course of the performance of the event in accordance with this contractual relationship.

29.5 On all printed matter, posters, admission tickets, invitations, etc., AG shall be indicated as the organizer in order to make it clear that a legal relationship is established between the event visitor and AG, and not between the visitor or third parties on the one hand and VCG or its affiliated companies on the other.

29.6 When mentioning the name "Vogel Convention Center" (hereinafter referred to as "VCC") on announcements of any kind (including on the Internet) printed matter, posters and admission tickets, only the original VCC lettering and/or the original VCC logo shall be used. The corresponding templates are provided by VCG exclusively for this purpose.

30 Provisions for the Hire of Premises and Equipment

30.1 Rented furniture must be treated with care by the Principal.

30.2 Premises shall be handed over to VCG by Client in a swept clean condition. Attachments of decorations, stages or similar objects or materials to the walls, floors and ceilings of the rented premises are not permitted. In particular, adhesive tapes may not be used and drilling or similar may not be carried out. The pasting of glass panes inside and outside is expressly prohibited. The suspension of trusses from the ceilings may only be carried out under the supervision of the hall master or after consultation with VCG. The electrical connection or any intervention in the electrical installations requires the prior consent of VCG.

30.3 Commercial image and sound recordings or transmissions require the prior written consent of VCG.

30.4 VCG shall provide general heating, cleaning and lighting of the premises.

30.5 Installations of supply and disposal connections may only be ordered via VCG or via a service provider commissioned by VCG.

30.6 The costs for installation and consumption of water, electrical and telecommunication connections as well as all other services shall be charged separately to CU.

30.7 The contractual basis for the rentability of the premises by the Principal shall be, in addition to these GTC, the house rules of the operator of the respective premises as well as the organizational, technical and other provisions received by the Principal prior to the start of the event.

30.8 The Client shall be responsible for cleaning the rented premises and disposing of waste. Cleaning must be carried out immediately after the end of the event. If the cleaning and waste disposal is not carried out properly, VCG may commission a specialist company at the expense of the Client after setting an appropriate deadline.

30.9 AG shall be obliged to guard its property itself. VCG shall not be liable for loss of and/or damage to Client's property, unless VCG has caused the damage intentionally or by gross negligence.

31 Remuneration, Prices, Advances

31.1 The prices stated in the order confirmation for the respective services shall be deemed agreed between the parties, plus the VAT rate applicable at the time of performance.

31.2 Insofar as VCG provides additional services at the request of the Client, these shall be remunerated separately. The prices stated in the order confirmation shall apply accordingly. Insofar as no prices are stated in the contract for the additional services rendered, the respective VCG price list for the corresponding service shall apply.

31.3 When commissioning services with a volume of more than € 10,000.00 (calculated according to all services commissioned), the Principal shall pay an advance of 35 % of the order sum upon conclusion of the contract.

31.4 Invoices are due 30 days after receipt and payable to VCG's account.

31.4 Travel expenses for employees deployed by VCG shall be reimbursed by the Client. Travel expenses include in particular the costs for means of transport (airplane, cab, rental car or train) and for accommodation. For flights, the costs shall only be reimbursable for the use of economy class, for train travel only for second class and for accommodation only for a four-star hotel, unless the employee is accommodated in a hotel of the AG.

32. Due Date of the Services of VCG

32.1 The due date of VCG's services shall be determined by the agreements between VCG and the Client, who shall draw up a joint schedule and adjust it if necessary.

32.2 In the event of delays in performance for which VCG is responsible, the duration of the grace period to be set by Client shall be two weeks, as far as this is possible due to the nature of the services to be rendered by VCG, and shall commence upon receipt of the written notice of grace by VCG.

33. Term, Termination, Cancellation, Change of the Event

33.1 The contract term specified in the order confirmation and the notice periods specified therein shall apply. In the case of orders for a limited period of time, there shall be no ordinary right of termination on the part of the Principal.

33.2 In the event of significant violations of the contractual provisions, VCG may terminate the contractual relationship without notice after issuing a textual warning. Termination without notice may also be effected verbally during an event if public safety and order are significantly disturbed. In this case, the Client shall be obliged to immediately vacate and surrender all rental objects. If the client does not comply with this request, VCG is entitled to carry out the evacuation at the expense and risk of the client.

33.3 The right to extraordinary termination shall remain unaffected. Good cause for termination shall exist in particular if (i) one party breaches material obligations or (ii) repeatedly breaches non-material obligations arising from the contractual relationship and fails to remedy the breach within a reasonable period of time even after being requested to do so by the other party, or (iii) insolvency proceedings have been instituted against the assets of the other party or such proceedings are imminent.

33.4 If an agreement made is terminated, cancelled or withdrawn from by the Client before the start of its implementation or before the start of the event for reasons for which VCG is not responsible, or if the event is cancelled due to force majeure, VCG shall charge a cancellation fee in the following amount:

a. Cancellation fee in the amount of 50% of the order volume up to 6 months before the event,

b. Cancellation fee of 75% of the order volume between 6 and 3 months before the event,

c. Cancellation fee of 100% of the order volume if less than 3 months before the event.

VCG reserves the right to assert further claims for damages.

33.5 VCG is entitled to withdraw from the contract if:

a. Security deposits and advance payments are not paid on time,

b. there is reasonable cause to believe that the event threatens to significantly jeopardize the smooth operation of the business, public safety or the reputation of the premises,

c. the required official approvals are missing or are not provided in time,

d. the AG deceives about the purpose and content of the planned event.

33.6 Unless otherwise agreed, notices of termination shall be given in writing.

33.7 VCG also has the right to change the event for important reasons (e.g. changes to the program, the format (presence, hybrid or digital), the time or schedule, the location or venue). VCG will notify AG separately in text form of any material changes. All changes will also be communicated on the website. In this respect, it is incumbent on the Client to also inform itself about such changes.

34. Warranty

The claims of the AG arising from the order and from all legal relationships in connection therewith shall become statute-barred within 6 months. The period begins with the return, i.e. the complete clearing of the exhibition space. in addition, the liability regulations according to section 15 of these GTC apply accordingly.

35. Liability

The liability regulations according to section 16 of these GTC shall apply accordingly.

36. Reference Advertising

VCG as well as the companies affiliated with it within the meaning of §§ 15 of the German Stock Corporation Act (AktG) shall be permitted to use services rendered for AG for the purpose of self-promotion, even after the end of the contractual period, free of charge for the purpose of advertising by means of reference.