General Terms and Conditions

§1 Applicability

1. 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 (the ‘Agreement‘).
2. 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 Conclusion of the contract, subject matter of the contract, performance of the service

1. The client makes an offer for the conclusion of the contract by completing and signing the registration form and sending it to business factors. business factors declares acceptance by sending an email confirmation.
2. 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.
3. 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.
4. Insofar as the services of business factors involve Appointments with the client (hereinafter referred to as ‘lounge meetings’), talks organised and held in coordination with the client during an event shall also count as Appointments, as well as those booked in advance.
5. 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 Changes to the contract

1. If the client demands changes after the conclusion of the contract, in particular with regard to the scope and content of the services, and if these changes are not based on a fault of business factors or a warranty claim of the client, business factors will make reasonable efforts to accommodate the corresponding request for change. Insofar as the change request has a significant impact on the contractual basis, in particular the effort and/or the time schedule, business factors is entitled to agree to a corresponding contractual change only in return for an appropriate adjustment of the contractual conditions, in particular an increase in the remuneration and an adjustment of the performance deadlines. As far and as long as a corresponding agreement has not been reached, business factors shall continue its services on the basis of the concluded contract and these terms and conditions.
2. Agreements on amendments and additions to the contract must be in writing (e.g. email) to be effective.
3. business factors may postpone the event to another date up to 6 months before its start if business factors informs the client accordingly in writing using the client’s last known e-mail address at least twice at intervals of 1 week. All agreements, rights and obligations shall then apply accordingly to this alternative date with the exception of the event date and its times for set-up and dismantling. All other dates shall remain unchanged as long as business factors does not postpone dates in favour of the client. The client has an extraordinary right of withdrawal in the event of postponement. The withdrawal must be declared in writing within 14 days after the second e-mail about the postponement has been sent. If no withdrawal is made in due time, this shall be deemed to be consent to the new date. All agreements, rights and obligations shall then apply accordingly to this alternative date, with the exception of the event date and its times for set-up and dismantling. All other dates shall remain unchanged as long as business factors does not postpone dates in favour of the client. business factors shall point out this deadline and the legal consequences in both e-mails about the postponement if no withdrawal is declared.
4. Reference is made here to the possibilities in § 9 Paragraphs 5 and 6.

§4 Duties of the client to cooperate

1. 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.
2. 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.
3. The client shall cooperate in the initiation and implementation of lounge meetings by ensuring that the agreed-upon number of attendants are present on site and that they are also available for the talks. The client shall cooperate in the agreed-upon implementation of master classes or workshops by carrying them out under any circumstances or, exclusively in consultation with business factors, by cancelling them or not carrying them out. The client shall not have any claims for reduction, reimbursement or damages against business factors if the client fails to comply with the client’s duty to cooperate.
4. If, as part of the lounge meetings 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. The client is prohibited from contacting the participants of the event announced by business factors and/or listed in the event portal before the event begins. In the event of a culpable breach of this prohibition by the clients, business factors may exclude the client from the event if the client has contacted 2 participants or more (there does not have to have been any commercial success; the client must prove that the client has not acted culpably); the payment claims and any claims for damages by business factors remain unaffected. In the case that only one participant is contacted in breach of contract, business factors may also exclude the client and determine an appropriate contractual penalty in the amount of at least the services provided up to that point and at most the agreed-upon remuneration.

§5 Remuneration, payment modalities

1. 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.
2. The client shall be obliged to render advance payment to business factors, as business factors is required to render essential services that are necessary for the event in advance. The admission to the event and the provision of the agreed services can therefore make business factors dependent on the prior full payment of the agreed remuneration. If the payment is not made on time, business factors still retains its right to the payment.
3. Invoices for any additional costs arising from additional services ordered shall be issued within a reasonable period of time after the event.
4. The client can only offset with claims that are either undisputed or established by final judgement.

§6 Mutual duties of loyalty

1. 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.
2. Both parties are prohibited from hiring or otherwise employing employees or former employees who are or were working for business factors before the expiry of a blocking period of 12 months after the end of the contract.
3. Furthermore, both parties undertake not to actively entice away the employees of the other party involved in the performance of the contract. 

§7 Warranty and liability of business factors

1. Any warranty liability is excluded.
2. The right to reduce the purchase price is also excluded. However, the exclusion of the right of reduction does not apply to defects that have been fraudulently concealed by business factors or to properties guaranteed by business factors. Furthermore, this exclusion shall not apply in the case of undisputed or legally established claims of the client. The reduction is also only excluded to the extent that the client is prohibited from enforcing the reduction by deducting the agreed price. He can/must assert and enforce any claims for repayment himself in accordance with Section 812 of the Civil Code (BGB).
3. Section 539 paragraph 1 BGB is excluded.
4. A liability of business factors for possible defects of the subject matter of the contract existing before the conclusion of this agreement is excluded, unless these have been fraudulently concealed by business factors or if it concerns damage to property, which has been caused by business factors, its servants or vicarious agents intentionally or by gross negligence or if it concerns damage to life, body or health, which is the fault of business factors or its servants or vicarious agents due to wilful intent or any negligence.
5. Unless otherwise agreed in paragraph 6, business factors shall not assume any liability for items brought onto the event premises by the client. These items are stored on the event premises at the exhibitor’s own risk.
6. business factors is only liable for material and financial damage caused to the client by business factors or its vicarious agents due to slight negligence in the event of a breach of an essential contractual obligation, the fulfilment of which is a prerequisite for the proper execution of the contract and on the observance of which the client may regularly rely. This liability is limited to the amount of damages foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected. Furthermore, business factors is liable without limitation for material and financial damages caused to the client, which business factors or its vicarious agents have caused through gross negligence or intentionally. For damages to life, body and health caused to the client by business factors or its vicarious agents, business factors is liable without limitation, i.e. for any kind of negligence and for intent. The limitations of liability in paragraph 6 do not apply to claims of the client arising from product liability and from statutory mandatory liability.

§8 Rights to documents and work results

The lectures and event documents are protected by copyright, or it is agreed that the Copyright Act shall be deemed to apply even if parts of the lectures or event documents are not in fact already protected by law. This also applies beyond the end of the contract. The client may not publish, copy or distribute these without the express prior consent of business factors.

§9 Term, Termination, Force Majeure, Rescheduling

1. The term of the lounge meetings and the schedule for the services of business factors shall be based on each individual agreement.
2. In all other respects, the contract may not be terminated ordinarily. The right to extraordinary termination remains unaffected.
3. In the event of force majeure, business factors may cancel or postpone the event. The contract shall be continued with the new date and, if applicable, new location if the client does not object to the postponement in writing within 14 days to business factors. The period of 14 days shall only begin to run if business factors notifies the client in writing of the postponement with the date and location within 4 weeks of the cancellation and points out the legal consequences of a failure to object. Knowledge of the existence of a pandemic, epidemic, other exceptional situations or restrictions based on these at the time of conclusion of the contract does not preclude business factors from invoking force majeure. Otherwise, the statutory provisions apply.
4. Force majeure within the meaning of paragraph 3 shall also include:
a. a prohibition of implementation by, for example, a regulation or a decree;
b. increased requirements, compliance with which is unavoidable and which are unreasonable pursuant to Section 275 (2) of the German Civil Code;
c. a recommendation by the Chancellor, Federal or State Ministers or local authorities that such events should not be held;
5. Force majeure within the meaning of Paragraph 3 also includes cancellations by participants and exhibitors, which are not due to the fault of business factors, in such numbers that the holding of the event becomes pointless and the character of the event is lost.
6. business factors may cancel or postpone the event up to two weeks before it is due to begin if there is another important reason that makes the holding of the event materially pointless or that is overwhelmingly likely to conflict with the expectations of the majority of the clients in particular; this is the case, for example, if a competing event is announced and is close in time to the event to be held by business factors and considerable losses of participants and interested parties are to be feared as a result, or if at least half of all clients are in favour of postponing the event. In the event of a cancellation or postponement, the regulation on force majeure shall apply accordingly.

§10 Miscellaneous

1. The contractual relationships between business factors and the client shall be exclusively subject to the law of the Federal Republic of Germany.
2. The place of jurisdiction for all disputes arising from this contract is the registered office of business factors. However, business factors is also entitled to take legal action at the registered office of the client.
3. The client may only assign claims arising from the contractual relationship with business factors to third parties with its prior express consent.