Terms and Conditions

business factors Deutschland GmbH

Terms and Conditions

business factors Deutschland GmbH

§1 Applicability

All services of business factors Deutschland GmbH – hereinafter referred to as ‘business factors’ – shall be rendered exclusively on the basis of the following General Terms and Conditions (T&C) as amended.

Any conflicting terms and conditions of the client not expressly recognised in writing shall not be binding for business factors, even if we do not object to them individually.

§2 Object of the Agreement, Execution of Services

The scope and content of the service of business factors shall be defined in a booking form in each agreement. Unless expressly agreed otherwise, the obligation of business factors shall be restricted to rendering the contractually agreed services.

The Agreement shall come into effect when the client signs and transmits the registration form to business factors. business factors shall confirm conclusion of the Agreement by email.

business factors shall be entitled to engage subcontractors to render its services. Business factors shall be responsible for selecting the employees to be assigned to render the services.

This shall include the right to exchange individual employees or an entire team in the course of a project, with consideration for the legitimate interests of the client.

Insofar as the services of business factors involve appointments with the client (hereinafter referred to as ‘Appointments’), talks organised and held in coordination with the client during an event shall also count as Appointments, as well as those booked in advance.

The client may only assign his/her rights arising from the contractual relationship with the prior written consent of business factors; Section 354a of the German commercial code (HGB) remains unaffected.

§3 Amendments to the Agreement

If, after conclusion of the Agreement, the client requests amendments, in particular with regard to the scope and content of the services, business factors shall endeavour – to a reasonable extent – to take the request for amendments into consideration. Insofar as the request for amendments has a major impact on the contractual bases, especially on the expenditure and/or schedule, business factors shall be entitled to only agree to such a contractual amendment in exchange for a reasonable adjustment of the contractual provisions, in particular an increase of remuneration and an adjustment of the service deadlines. If and insofar as such an agreement is not reached, business factors shall continue its services on the basis of the concluded Agreement and these provisions.

Any supplements and amendments to the scope of the contract and content of the services in the Agreement, as set out in the booking form, must be made in writing t o be effective, pursuant to article 12 below. This shall be deemed observed on a case-by-case basis if business factors confirms oral agreements noted by the client on the booking form within a period of two weeks in writing and the client does not immediately object to these.

§4 Duties of the Client to Cooperate

The client shall be obliged to create the conditions necessary for the due execution of the Agreement and, in particular, to punctually supply complete versions of all data and documentation relevant to the services of business factors and provide the necessary information.

The client must guarantee that the submitted documentation, as well as all written and oral information provided, is correct and complete. business factors shall merely be obliged to subject the information provided by the client or third parties to a plausibility check.

The client must cooperate during the initiation and execution of Appointments by having the agreed number of advisors collaborate at events of business factors. If, in the event that fewer advisors of the client participate than agreed, the number of actually executed Appointments should fall below the number of contractually agreed Appointments, the client shall have no resulting claim to a reduction in the price.

If, as part of the Appointments and company presentation, the client should wish to make amendments to the event areas, the client shall require the written consent of business factors. The client shall bear the costs for any necessary restoration work. The work is to be coordinated in advance with business factors.

§5 Remuneration, Methods of Payment

The remuneration for the services of business factors shall be determined based on the provisions of the individual Agreement in question. All indicated prices do not include statutory VAT.

The client shall be obliged to render payment to business factors within forty-five (45) days upon client’s receipt of invoice.

Invoices for any additional costs arising from additional services ordered shall be issued within a reasonable period of time after the event.

The client can only offset with claims that are either undisputed or established by final judgement.

§6 Confidentiality

The personal information necessary for execution of the services shall be stored and treated as confidential with due regard to the German federal data protection act (BDSG). Business factors shall be authorised, in fulfilling the intended purpose of its activity, to collect, save, process and use the information received, either itself or through a third party, in connection with the contractual relationship.

business factors has the irrevocable and permanent right to use images and/or recordings, created during a business factors event either by business factors itself or through third parties, for the purposes of advertising and public work. Insofar as a participant wishes to be made anonymous (with a pixelated face), this is to be communicated to business factors within two weeks at the latest upon receipt of notice. In this regard, sending documents to the client containing the image to be made anonymous shall count as notice.

business factors shall discontinue the use of client’s name, logo, and any other material or information provided by client after the conclusion of the event.

business factors and its affiliated parties shall at all times conduct themselves in a manner consistent with client’s best interests and not engage in any conduct which may be prejudicial to client’s reputation and shall not be a party to any act or thing prejudicial to the goodwill, commercial reputation of overall public image of client.

§7 Mutual Duties of Loyalty

The parties are obliged to maintain mutual loyalty. Each party must immediately inform the other of all events which occur during the term of the Agreement and which can influence execution thereof.

Before expiry of a blocking period of 12 months after termination of the Agreement, both parties shall be forbidden to hire or otherwise employ employees or former employees who are or were active as part of the activity of business factors.

Furthermore, both parties undertake not to actively lure away the employees of the other party assigned to execute the Agreement. If the client should learn that an employee of business factors working as part of this Agreement intends to terminate his/her employment, the client must immediately inform business factors accordingly.

Notwithstanding the foregoing, nothing herein shall prevent a party from hiring any individual responding to a general solicitation for employ or consultant work where such solicitation is not specifically targeted at the other party.

§8 Liability

Insofar as not governed in greater detail in the other provisions, neither party shall be liable to pay compensation for intentional or grossly negligent breaches of contractual or extra-contractual duties by its legal representatives, executives and agents. The speakers shall not count as agents of business factors. They are free to set their own content and their deeds are not attributable to business factors.

If the client is an entrepreneur, corporate body under public law or a special fund under public law, contractual claims not falling under article 8.1 shall expire within 12 months of arising.

Liability in this regard, in the case of intent or gross negligence by agents and in all cases of slight negligence, shall be restricted to the amount of typical damage foreseeable based on this type of agreement. Furthermore, total liability for every individual instance of damage shall be restricted to 30% of the total remuneration amount.

Neither party shall be liable for damage caused by force majeure, riots, war, natural disasters or other occurrences for which it is not responsible (e.g. strike, lockout, traffic disruption, domestic and foreign official regulations), or damage based on technical disruptions not caused culpably (IT system, electricity supply). ‚Force majeure‘ shall also include computer viruses and intentional attacks on IT systems, provided that appropriate protective measures against these were implemented.

§9 Rights to Work Results

The presentations and event documentation are protected by copyright. The client may not publish, copy or distribute these without the express prior consent of business factors.

§10 Term and Termination

The term of the Agreement and the schedule for the services of business factors shall be based on each individual agreement.

If the client should withdraw from the Agreement, effective as of four weeks before the the booked event takes place, business factors shall be entitled to 85% plus VAT of the consideration agreed.  This amount covers all services rendered from the booking date and for keeping the participation at the respective event ready. If the client should withdraw within the final four weeks before the event, business factors shall be entitled to the full consideration agreed assuming that it´s value corresponds to the value of the services rendered thus far. Any discounts for the client granted for multiple bookings shall become void in the event of a termination by the client. If business factors should withdraw from the Agreement, all fees shall be refundable to client and the obligation to remit payment will no longer be enforced.

In the event of default in payment, business factors shall have the right to withdraw from the Agreement and invoice the client with the costs accrued up to that point. Notwithstanding the foregoing, business factors shall notify client and provide an opportunity to remediate any delayed or non-payment.

Up to two weeks before the beginning of an event, business factors can cancel the event for economic or organisational reasons. In this case the client shall receive a voucher entitling the client to participate in any one event before the end of the next calendar year. For organizational reasons, this voucher may only be redeemed up to three months before the event chosen by the client and under the condition that the event is not already fully booked. The client shall have no additional claims.

§11 Applicable Law

The contractual relationships between business factors and the client shall be exclusively subject to the law of the Federal Republic of Germany, without regard to conflict of law principles.

§12 Final Provisions

Any amendments or supplements to this Agreement, including to the written form requirement above, must be carried out in writing.