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

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

1.3 Terms and conditions that conflict with or deviate from these GTC shall not be recognized unless expressly agreed in writing with VCG. These GTC shall also apply if VCG performs services without reservation in the knowledge that the client's terms and conditions conflict with or deviate from these GTC.

1.4 VCG reserves the right to amend the GTC unilaterally 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 Customer may object to the updated version of the GTC within 2 weeks of receipt of the notification. Without objection, the changes shall be deemed accepted. If the client objects to the changes to 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 rather an invitation to the Customer to submit an offer to conclude a contract. The Customer may initially place the products in the online store in the shopping cart without obligation and correct his entries at any time before submitting a binding offer to conclude a contract. The Customer may choose whether to create a customer account before sending the order or to order as a guest. The advantage of creating a customer account is that the Customer does not have to enter his data again for future orders. The Client can also choose whether he wishes to place a binding order via the online store or whether he wishes to place the order as part of an individual product consultation.

By clicking on the "Order" button, the Customer places a binding order for the products contained in the shopping cart. After submitting the order, the client receives an automatically generated order confirmation. This order confirmation does not constitute acceptance of the contract by VCG, but merely 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 agree the details of the order and clarify any outstanding questions. The contract with VCG is only concluded when VCG sends the customer 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 communications company for customized B2B communications solutions. The aim of the cooperation between the Client and VCG is in particular to optimize and expand the advertising and communicative presence of the Client, its products and/or services on the market and to provide opportunities to present the Client's business activities and products. In addition, the client may order event solutions in the online and offline area.

4.2 As an advertising customer, the client may order from VCG in particular advertising services in specialist 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 communicative appearances. The services ordered in detail 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, the client as exhibitor or sponsor may book services and contents of the respective event service packages for one or more events with VCG, in particular order the provision of exhibition space (in the case of presence or hybrid as event format) or the provision of virtual presentation space and digital campaigns on the respective online event platform (in the case of hybrid and digital as event format) from VCG. Registration for an event must be submitted to VCG by the client 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. If VCG accepts the offer, the contract in respect of the event service package selected by the Customer shall be concluded by notification of admission by VCG to the Customer. In all other respects, clause 2 of these GTC shall apply to the conclusion of the contract. The client shall have no claim to admission.

4.4 As the organizer, the client may order the planning, organization and coordination of (online, offline and hybrid) events and related services from VCG. The services ordered in detail are set out in the order confirmation, subject to these General Terms and Conditions and the Special Terms and Conditions in Part D. The scope and content of the services owed by the client and VCG are specified in the order confirmation and in the detailed agreements made after the order. The agreement concluded between VCG and the customer shall be authoritative in this respect. VCG is not obliged to check the legal admissibility of advertising (in particular competition, trademark, food and pharmaceutical law) unless expressly agreed otherwise in writing.

4.5 The services owed by VCG under clauses 4.2 to 4.4 are hereinafter also referred to collectively as the "subject matter of the service". VCG does not guarantee the achievement of a specific economic success.

4.6 VCG is entitled, at its own discretion, to perform the services itself, to make use of expert third parties as vicarious agents in the provision of contractual services and/or to substitute such services (hereinafter referred to as "third-party services").

4.7 External services shall be commissioned in the name of VCG but for the account of the client. VCG shall invoice the client for the costs incurred.

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% shall be granted on the net amount of the invoice, unless otherwise stated in the order confirmation or invoice. Agency services, title pages and ancillary costs, exhibitor and sponsorship packages as well as event services in accordance with Part D. are excluded from the discount.

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

- Order confirmation including any attachments and detailed agreements,

- these GTC, as amended from time to time,

- legal regulations.

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

5 Confidentiality and Data Protection

5.1 VCG shall treat the transmitted service items confidentially in accordance with the state of the art; however, VCG cannot guarantee 100% confidentiality due to electronic data communication.

5.2 The parties shall treat as confidential all documents, information and data which they receive for the performance of the contractual relationship and which are designated to them as confidential and shall only use them for the performance of 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 affected by the services and third parties involved, in particular subcontractors. 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 The customer authorizes VCG to process the data received in connection with the business relationship in accordance with 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 confidentiality and to comply with data protection and that VCG has taken all necessary technical and organizational measures to ensure compliance with the provisions of applicable data protection laws.

5.4 If the client orders the implementation of a lead campaign from VCG and receives lead data from VCG for this purpose, the client is obliged to comply with its information obligations under Art. 14 GDPR 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 customer may only set off 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 the provision of the contractual services significantly more difficult or temporarily impossible, including pandemics, strikes, lockouts and official orders, entitle VCG to postpone the fulfillment of its services for the duration of the hindrance plus a reasonable start-up period. VCG shall inform the Customer of the occurrence of such impediments to performance without delay. If the delays resulting from an event pursuant to sentence 1 above exceed a period of six weeks and if an adjustment of the contract is not possible and not reasonable for both parties, both parties shall be released from their performance obligations agreed in the order confirmation. Services rendered by VCG shall be remunerated by the client in accordance with its 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 service provision shall be subject at least to the text form requirement.

8.2 The written form requirement applies to all other legally relevant declarations and notifications by the Customer to VCG in relation to the order (e.g. setting of deadlines, reminders, withdrawal). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected by this.

9 Place of Jurisdiction; Severability Clause

9.1 The place of performance is Würzburg.

9.2 The place of jurisdiction for all legal disputes arising between VCG and AG is 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 applies 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 conditions for advertising customers (content orders, media and agency services)

In addition to the provisions in Part A, these special terms and conditions apply 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 Customer shall issue the approvals, acceptances and releases provided for in the order in a timely manner so that the workflow at VCG and its suppliers and thus the jointly agreed objectives are not impaired. Approvals, acceptances and releases that are not provided or are provided late may result in additional costs, which shall be borne by Customer. Approvals, acceptances and releases are deemed to have been granted if VCG has not received a declaration to this effect from the customer within a period of 7 days after the respective object of performance has been transmitted by VCG to the customer. 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 the client serve as an essential basis for VCG's services. The client guarantees the accuracy of the information to VCG and is responsible for all legal consequences of incorrect information. The Customer 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 materials.

10.3 If the Customer fails to comply with its duty to cooperate in other respects, VCG shall request the Customer in writing (text form, e.g. e-mail, shall suffice) to do so within a reasonable period of time. If the Customer fails to comply with its duty to provide information despite the setting of a deadline, VCG shall be entitled, at its own discretion, either to provide its service on the basis of the information already provided or to withdraw from the contract. VCG may also demand compensation for all expenses which VCG has incurred within the framework of the contractual relationship and which were in vain or had to be additionally incurred as a result of the Customer's breach of duty. Any further claim for damages remains 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 appoint a contact person for the other party who is authorized to provide and receive information and declarations of intent and who shall assume 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. term projects, a monthly flat-rate fee (hereinafter referred to as "retainer") is agreed, usually in the course of individual product consulting.

11.3 Services that exceed the scope of the retainer are agreed as additional individual project orders on the basis of the contract. As a rule, VCG will provide a cost estimate and an offer based on the order in the course of an individual product consultation. An individual project order is concluded in accordance with the provision in Section 2 of these GTC.

11.4 In the case of project-related services without the continuous commissioning of VCG, the costs likely to be incurred will be communicated to the client in a non-binding contract proposal, usually in the course of individual product consulting by VCG. The client will submit a binding offer to VCG, and the costs for the corresponding services will be deemed to have been agreed upon upon confirmation by VCG.

11.5 Invoices for the services rendered by VCG, as well as for the costs incurred by commissioning third parties and for expenses, shall be issued monthly in arrears or, by 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 transportation (airplane, cab, rental car or train) and for accommodation. For flights, the costs are only reimbursable for 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 belonging to the Client.

12 Maturity of the Goods

12.1 The due date of VCG's services shall be based on the joint agreements between VCG and the Principal, 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 period of grace to be set by the customer by law shall be set at two weeks, insofar as this is possible given the nature of the services to be provided by VCG, and shall commence upon receipt of the written grace period by VCG.

13 Duration and Termination of Contracts and Rescission

13.1 The contract term and the notice periods specified in the order confirmation shall apply. In the case of a time-limited order, the Client shall have no ordinary right of termination. In the absence of a termination provision for open-ended orders, an ordinary notice period of three months 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 remains unaffected. Good cause for termination exists 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 the opening of such proceedings is imminent.

13.3 If an agreement is terminated or canceled by the Customer before its execution begins or if the Customer withdraws from the contract 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 Customer proves that no damage or only significantly less damage was incurred.

13.4 If an agreement is extraordinarily terminated by the Customer after its execution has commenced or if the Customer 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 time in accordance with the agreement and to demand reimbursement of all costs incurred and to demand that the Customer indemnify and hold VCG harmless against any claims by third parties, in particular by contractors of VCG.

13.5 By way of derogation from Clauses 12.3 and 12.4, the following product-specific cancellation conditions apply to the 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 the start date
• 75 % cancellation fee from 2 weeks before the 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 fair newspapers:

If a trade fair is canceled, VCG shall cancel the agreement without incurring any costs for the client. If the trade fair is postponed, the agreed services under the agreement shall be postponed to the new official date of the trade fair. If the Client does not agree to a postponement, Section 12.5.3 of these GTC shall apply.

In all of the aforementioned cases, the Customer shall be entitled to prove that VCG has incurred no loss or only a significantly lower loss 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 service obtains copyright protection through processing by VCG, VCG shall transfer to AG a non-exclusive right of use that is unrestricted in terms of territory, content and time. This right of use includes in particular the right to reproduce, distribute and make the work available to the public in whole or in part. The right to modify and transfer the work to third parties is included. 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 the condition precedent of full payment of the agreed remuneration.

14.3 Rights of use for designs rejected or not executed by the client remain with VCG. This also applies to services of VCG that are not the subject of special statutory rights, in particular copyright.

15 Editorial Independence

VCG may employ internally independent specialist editors of its own media brands to provide services for the client. 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.

16 Warranty

If VCG's services are of a contractual nature, the following provisions shall apply:

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

16.2 The customer must notify VCG immediately in writing of any defects in the service. To the extent that rectification is possible and feasible with reasonable effort, VCG shall have the right to remedy defects for which it is responsible.

16.3 A defect shall only be deemed to exist if the object of performance does not have the contractually agreed quality or is not suitable for the contractually stipulated use. The contractual quality of the object of performance is determined in particular by the provisions of the order confirmation. Insignificant deviations do not constitute a defect.

16.4 In the event of refusal, impossibility, failure or unreasonable delay in rectification, the Customer may, at its discretion, demand rescission of the contract or a reduction in the remuneration.

16.5 Warranty claims of the Client shall expire within a period of six months after completion of the relevant services.

16.6 Claims based on no-fault warranty liability and the right of self-remedy are excluded.

16.7 VCG shall only be liable for consequential harm caused by a defect in accordance with the liability provisions set out in these GTC. However, this exemption from liability does not apply if there was a warranty of quality that covers the consequential damage caused by the defect and if the damage caused is based on the absence of this quality.

17 Liability

17.1 Unless otherwise stipulated in the remaining provisions, VCG shall only be liable for damages for breach of contractual or non-contractual obligations in cases of intent and gross negligence. The limitation of liability also applies to legal representatives, executives and vicarious agents. VCG shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation) and in the event of injury to life, limb or health. However, in the event of a slightly negligent breach of cardinal obligations, the obligation to pay compensation shall be limited to the foreseeable damage typical of the contract. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of this contract and on whose compliance the other party may regularly rely.

17.2 VCG shall not be liable for the factual information contained in the object of performance about the client's products or the protectability under copyright, design, brand or trademark law of the ideas, proposals, concepts, drafts, etc. supplied in the context of the provision of the service, unless this protectability was expressly made part of the contract in writing.

17.3 Liability for breaches of duty that are neither intentional nor grossly negligent is limited to the sum of the contractual fees that the client has paid 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, limb and health.

17.4 VCG is only liable for atypical/unforeseeable indirect damages and consequential damages as well as for loss of profit in cases of intent and gross negligence. In this case, VCG's liability is limited to the foreseeable damage typical for the contract, up to a maximum of the sum of the contractual remuneration that the client has paid to VCG for the period of two years prior to the occurrence of the damaging event within the framework of the specific contractual relationship. This does not apply to liability for injury to life, limb and health.

18 Retention, Archiving and Release of Data and Documents

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

18.2 The Client shall bear the costs of compiling data, shipping, packaging, storage beyond the agreed period and, if applicable, the costs of removal and destruction as well as the associated activities and insurance.

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 and its affiliated companies within the meaning of §§ 15 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 apply in addition to the provisions in Part A. to orders placed by the client who commissions VCG with the provision of event space for face-to-face events and hybrid events or, in the case of hybrid and digital events, with the provision of 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 the client.

20 Participation

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

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 provisions 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 also 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 wishes of the client (e.g. placement, neighborhood, stand design, exclusion of competitors, etc.) shall only be taken into account with binding effect if they are expressly confirmed by VCG in the admission.

21.1.3 If required for compelling technical or organizational reasons, VCG is 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, it is not permitted to transfer the rights arising from the license agreement for the client, in whole or in part, to other persons. The same applies to the transfer of the exhibition space allocated to the authorized client, in whole or in part, to other persons.

21.2 Technical Services, Services

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

21.2.2 Installation 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 telecommunications connections for the individual stands as well as all other services shall be charged separately to the Client.

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 client 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 shall be responsible for cleaning the exhibition area and disposing of waste. Cleaning must be completed daily before the start of the event. If cleaning and waste disposal are not carried out properly, VCG may, after setting an appropriate deadline, commission a specialist company at the client's expense.

21.4 Guard

The client is obliged to guard his property himself. VCG shall not be liable for loss of and/or damage to the client's property unless VCG has caused the damage intentionally or through gross negligence.

21.5 Operation and Return of the Exhibition Stands

21.5.1 The stand must comply with the technical and legal guidelines. Where necessary, official approvals and requirements as well as construction and operational requirements must be obtained and fulfilled by the client at its own expense. In the event of non-compliance, VCG is entitled to have changes made at the customer's expense and, if necessary, to impose a stand ban.

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

21.5.3 The stand must be made accessible to visitors during the opening hours of the event. If the stand is not operated in accordance with the contractual agreements, VCG may remove the stand at the customer's expense and allocate the stand space elsewhere. The Customer is not entitled to a refund of the stand fees unless it can prove that VCG was able to generate proceeds from the reallocation of the stand space.

21.5.4 Stand construction and dismantling must be completed at the specified times. If this could disrupt the event, assembly 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 period on the last day of the event.

21.5.5 After the end of the event, the space must be returned in the same condition as before it was handed over to the client. Damage or soiling caused by the client may be removed at the client'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 When booking services in connection with digital events or the digitally organized part of hybrid events, the subject matter is generally 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 client 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 is via a browser supported by the event platform that meets VCG's system requirements. Unless otherwise stated in the service description of the respective event service package, these are system requirements:

• 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 an integral part of the contract. The Customer must 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, rectify any existing technical faults for which it is responsible in good time. If a technical connection to the event platform cannot be established, VCG must be informed in good time.

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

22.1.5 The Client 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 guarantees the availability of the event platform, including accessibility and reachability for the client, which is necessary for the successful execution of the respective event.

22.2.2 VCG shall not be liable for disruptions, interruptions or failures on the event platform that

1. VCG is not responsible for, in particular impairments that 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 obliged 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 by the Client;

1. maintenance work agreed with the client or unforeseen maintenance work 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 obliged to notify the named contact person of VCG or the named support contact of VCG responsible for the respective event immediately of any disruptions, availability restrictions or availability failures recognizable to him. In the event of disruptions, VCG warrants that it will respond within an appropriate and reasonable period of time and remedy the situation, provided that the disruption lies within VCG's sphere of responsibility.

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

22.3.1 The Client shall be liable for ensuring that no racist, discriminatory, pornographic, politically extreme or otherwise unlawful incidents or incidents that violate official regulations or requirements occur within the scope of the functions and digital presentation options available to it on the event platform, or that corresponding data is 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, offering and advertising of pornographic content, services and/or products that violate youth protection laws, 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 the reputation of VCG;
• the use, provision and distribution of content, services and/or products that are legally protected or encumbered with third-party rights (e.g. copyrights) without being expressly authorized to do so.

22.3.2 Furthermore, irrespective of any possible violation of the law, the Client 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, participating in discussion forums or writing guestbook entries):

• the spread of viruses, Trojans and other malicious files;
• the sending of junk or spam e-mails and chain letters;
• the dissemination of lewd, offensive, sexually explicit, obscene or defamatory content or communication as well as content or communication that is likely to promote or support racism, fanaticism, hatred, physical violence or unlawful acts (in each case explicitly or implicitly);
• the harassment of other customers, participants and/or moderators, e.g. through repeated personal contact without or contrary to the reaction of the person contacted, as well as the promotion or support of such harassment;
• requesting other customers, participants and/or moderators to disclose passwords or personal data for commercial or illegal or unlawful purposes;
• the distribution and/or public reproduction of content available on the event platform, unless the client is expressly permitted to do so by the respective author.

22.3.3 The Client warrants that it is the owner of all rights, in particular all copyrights, rights of use and ancillary copyrights to the content posted by it. Insofar as the Client is not the author of the posted content, it warrants that it is the owner of the unrestricted right of use thereto. It warrants that it holds unrestricted exploitation rights, that the submitted content is free from third-party rights and that no personal rights have been violated in the depiction of persons. The client assures that it has acquired the rights of all authors, holders of ancillary copyrights, holders of industrial property rights and other authorized persons 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 mutually appoint contact persons who are authorized to provide and receive information and declarations of intent and who shall assume full responsibility for the scheduled performance of the contractual services.

22.3.5 The Client shall comply with the relevant data protection regulations. The Client shall be the controller within the meaning of the General Data Protection Regulation (GDPR) for the personal data processed by it, e.g. the additional event participants added by it (if agreed). If the client stores or processes personal data on the systems of the event platform, this must be secured by concluding a corresponding data protection agreement on order 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 section). Advertising outside the exhibitor stand - in particular on tables, wall surfaces, in stairwells and in the aisles of the exhibition halls - is only permitted with the prior consent of VCG and for a fee. The permissibility 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 legal regulations or morality or have an ideological or political character are permitted. Visual, moving and acoustic advertising media, musical reproductions and product presentations are permitted in compliance with legal/official regulations, provided that other customers are not unreasonably affected. VCG is entitled to prohibit the publication, distribution and display of advertising material that could give rise to objections and to secure existing stocks of advertising material for the duration of the event. The same applies to the making publicly available on the event platform of advertising material or content that is unlawful or otherwise objectionable pursuant to Clauses 22.3.1 and 22.3.2. In this case, VCG may, depending on the severity of the violation and the extent of the complaint, exercise its domiciliary rights and, in particular, exclude the client from participation in the event or block the client's access to the event platform, provided this is not unreasonable for the client.

23.3 VCG is entitled to use the client's name and logo free of charge on advertising and marketing materials (e.g. advertisements, websites) for the preparation and execution of the event. The client is obliged to provide VCG with a logo of the appropriate quality and to the extent required.

23.4 Photography as well as video and film recordings of the exhibits are permitted insofar as the respective client 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 applies accordingly to digital recording options for digital event formats, in particular for screenshots and screencasts, for example of digital presentation areas of the client.

23.5 The Organizer is entitled to restrict or prohibit performances that endanger or significantly impair the operation of the event.

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 Customer does not pay by the agreed payment date, VCG may exclude it from participation in the event. The obligation to pay the agreed fees remains unaffected.

24.3 Costs for arrival and departure, overnight stays and similar shall be borne by the Client.

25 Cancellation, Changes

25.1 Unless otherwise stated or agreed in the order confirmation, the client is entitled to cancel the order in writing. In the event of cancellation, he must pay VCG a lump-sum compensation in the following scale:

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

The Customer shall be entitled to prove that VCG has not suffered any loss at all as a result of the cancellation or that the loss 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 shall inform the client separately in text form of any significant changes. All changes will also be communicated on the website. It is the Client's responsibility to inform itself of such changes.

26 Liability

26.1 The Client shall be responsible for insuring the exhibition goods against all transportation risks and against damage, theft, etc. during the event.

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

26.3 In all other respects, the liability provisions under clause 16 of these GTC shall apply accordingly.

27 Warranty

The Client's claims arising from the order and from all related legal relationships shall become time-barred within 6 months. The period begins with the return, i.e. in the case of face-to-face events with the complete vacating of the exhibition space or in the case of digital formats with the end of the event and discontinuation of access to the event platform, unless otherwise agreed with the Client (e.g. in cases in which 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 apply in addition to the provisions in Part A. for 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.) are set out in the order confirmation.

28. Obligations to cooperate, Approvals, Releases

28.1 The customer shall grant or obtain the approvals and releases provided for in the order confirmation and its annexes in good time so that the work flow at VCG and its suppliers and thus the jointly agreed objectives are not impaired. Approvals and releases that are not provided or are provided late may result in additional costs, which shall be borne by the Customer. Approvals and releases shall be deemed to have been granted if VCG has not received a declaration to this effect from the customer within a period of 7 days after the respective object of performance has been transmitted by VCG to the customer. Acceptance shall be deemed to have taken place at the latest upon use or payment of the remuneration.

28.2 The information provided by the client serves as an essential basis for the services of VCG. The client guarantees the accuracy of the information to VCG and is responsible for all legal consequences of incorrect information.

28.3 If the customer fails to comply with its duty to cooperate in other respects, VCG shall request the customer in writing (e-mail shall suffice) to do so within a reasonable period of time. If the Customer fails to comply with its duty to provide information despite the setting of a deadline, VCG is entitled, at its own discretion, either to provide its service on the basis of the information already provided or to withdraw from the contract. VCG may also demand compensation for all expenses which VCG has incurred within the framework of the contractual relationship and which were in vain or had to be additionally incurred as a result of the Customer's breach of duty. Any further claim for damages remains 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 If a risk assessment carried out by VCG shows that additional safety precautions need to be taken (e.g. provision of paramedics or similar), the client is obliged to take the corresponding precautions or to commission VCG to do so.

28.7 The premises shall only be catered by the approved catering partners. In consultation with VCG, the client may propose a different caterer. There is no entitlement to approval of the proposed caterer.

29. Organiser

29.1 The Client is the sole organizer of the event carried out within the scope of the contractual relationship. In its capacity as organizer, the client assumes sole responsibility for all matters of liability vis-à-vis the visitors and participants of the event or vis-à-vis third parties. VCG shall only be deemed to be the organizer if this has been agreed separately in writing.

29.2 The client is obliged to obtain, maintain and comply with any necessary public law permits or conditions that are required for the execution of the event.

29.3 The Principal shall be responsible, at its own discretion, for taking out appropriate organizer's liability insurance for personal injury and property damage for the duration of the event, at least at market rates.

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

29.5 On all printed matter, posters, admission tickets, invitations, etc., the client must be indicated as the organizer in order to make it clear that a legal relationship is established between the visitor to the event and the client, 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 may 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 Client.

30.2 The client must hand over the premises to VCG in a swept clean condition. Decorations, stages or similar objects or materials may not be attached to the walls, floors or ceilings of the rented premises. In particular, adhesive tape may not be used and holes or similar may not be drilled. It is expressly forbidden to stick anything on the inside or outside of glass panes. Trusses may only be suspended from the ceilings under the supervision of the hall manager or after consultation with VCG. The electrical connection or any intervention in the electrical systems 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 be responsible for the general heating, cleaning and lighting of the premises.

30.5 Installation 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 telecommunications connections as well as all other services shall be charged separately to the Client.

30.7 In addition to these GTC, the contractual basis for the rentability of the premises by the Customer shall be the house rules of the operator of the respective premises as well as the organizational, technical and other provisions that the Customer receives before 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 cleaning and waste disposal are not carried out properly, VCG may, after setting an appropriate deadline, commission a specialist company at the client's expense.

30.9 The client is obliged to guard its property itself. VCG shall not be liable for loss of and/or damage to the Principal's property unless VCG has caused the damage intentionally or through 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 If VCG provides additional services at the request of the customer, these shall be remunerated separately. The prices stated in the order confirmation shall apply accordingly. If the contract does not contain any price details for the additional services provided, 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 on the basis of all services ordered), the Client shall pay an advance of 35% of the order amount upon conclusion of the contract.

31.4 Invoices are due 30 days after receipt of the invoice and must be paid 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 transportation (airplane, cab, rental car or train) and for accommodation. For flights, the costs are only reimbursable for 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 belonging to the Client.

32. Due Date of the Services of VCG

32.1 The due date of VCG's services shall be based on the agreements between VCG and the Principal, who shall draw up and, if necessary, adjust a joint schedule.

32.2 In the event of delays in performance for which VCG is responsible, the period of grace to be set by the customer shall be set at two weeks, insofar as this is possible given the nature of the services to be provided by VCG, and shall commence upon receipt of the written grace period by VCG.

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

33.1 The contract term and the notice periods specified in the order confirmation shall apply. In the case of orders with a limited term, the Client shall have no ordinary right of termination.

33.2 In the event of significant breaches of the contractual provisions, VCG may terminate the contractual relationship without notice following a written warning. Termination without notice may also be given verbally during an event if public safety and order are significantly disturbed. In this case, the Client shall be obliged to vacate and surrender all rented items immediately. If the client does not comply with this request, VCG is entitled to carry out the evacuation at the client's expense and risk.

33.3 The right to extraordinary termination remains unaffected. Good cause for termination exists in particular if (i) one party breaches material obligations or (ii) 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 (iii) insolvency proceedings have been opened against the assets of the other party or the opening of such proceedings is imminent.

33.4 If an agreement entered into is terminated or canceled by the client before its execution or before the start of the event, or if the client withdraws from the agreement for reasons for which VCG is not responsible, or if the event is canceled due to force majeure, VCG shall charge a flat-rate cancellation fee in the following amount:

a. Cancellation fee 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 running of the business, public safety or the reputation of the establishment,

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

d. the client misleads about the purpose and content of the planned event.

33.6 Unless otherwise agreed, notices of termination must 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 shall inform the client separately in text form of any significant changes. All changes will also be communicated on the website. It is the Client's responsibility to inform itself of such changes.

34. Warranty

The Client's claims arising from the order and from all related legal relationships shall become time-barred within 6 months. The period begins with the return, i.e. the complete vacating of the exhibition space. In all other respects, the liability provisions under clause 15 of these GTC shall apply accordingly.

35. Liability

The liability provisions under Section 16 of these GTC shall apply accordingly.

36. Reference Advertising

VCG and its affiliated companies within the meaning of §§ 15 AktG are permitted to use services rendered for the client for the purpose of self-promotion, even after the end of the contract period, free of charge for the purpose of advertising by means of reference.