Terms and Conditions
General Terms and Conditions
Viridis Events e.K.
§ 1 Scope, General
(1) Our General Terms and Conditions (“GTC”) apply to all deliveries and/or services provided by us, Virids Events e.K. (“Viridis”), to third parties (“Customers”).
(2) Our GTC apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from our GTC shall only apply if we expressly recognize them in writing. Our Terms and Conditions shall also apply if we carry out the delivery and/or service to the customer without reservation in the knowledge of the customer's terms and conditions that conflict with or deviate from our Terms and Conditions, unless we have expressly waived the validity of our Terms and Conditions.
(3) Agreements that deviate from or supplement these Terms and Conditions must be confirmed in writing by Viridis.
(4) Our Terms and Conditions shall only apply to entrepreneurs within the meaning of § 14 BGB.
§ 2 Conclusion of contract, scope of services, prices
(1) The basis of the contractual relationship with the customer is the respective individual offer from Viridis Events e.K., in which all services (complete scope of services) are recorded.
(2) Our offers are subject to change. The prices and/or cost estimates contained therein are non-binding.
(3) The customer's order constitutes an offer within the meaning of § 145 BGB, which we can accept within 14 calendar days. Acceptance is usually by order confirmation.
(4) Additions or amendments that change the content and/or scope of the contractual service must be expressly agreed in writing or in text form by both parties. Unilateral changes or additions by the customer are invalid.
(5) Our prices do not include the respective statutory value added tax (VAT).
(6) Unless otherwise expressly agreed, our prices do not include fees and charges incurred in the performance of the contract, in particular fees of copyright collecting societies (e.g. GEMA) and contributions to the artists' social security fund, as well as costs of fulfilling legal and/or official requirements and orders.
§ 3 Payment terms, advances, security deposits, offsetting
(1) The customer is obliged to pay the agreed prices. Unless expressly agreed otherwise, Viridis's claim for remuneration for each individual service shall arise as soon as it has been provided.
(2) If no payment plan has been agreed, Viridis may demand reasonable advances at any time. A requested advance payment is deemed reasonable if it corresponds to the value of partial services provided in accordance with the contract and/or the expenses actually incurred as a result of contracts concluded with third parties, in particular with landlords, technicians, outfitters, caterers, artists or producers, in the context of the proper execution of the contract (for example, through advance payments, advances, partial payments or the like).
(3) Unless otherwise expressly agreed, the remuneration shall be due for payment to us immediately upon receipt of the invoice by the customer without deduction. The same shall apply to advances. The deduction of a discount shall require a separate written agreement in each case.
(4) The customer may only offset undisputed counterclaims that we have recognized or that have been legally established. The customer is only entitled to exercise a right of retention if and to the extent that its counterclaim is based on the same contractual relationship.
§ 4
§ 4 Work results, intellectual property, non-award of the contract
(1) All concepts, illustrations, drawings, sketches, layouts, films, musical works, calculations and other works and/or services (hereinafter referred to as “work results”) created by us in the context of tenders and presented and/or handed over to the customer remain the sole property of Viridis. This applies in particular to all property rights, copyrights, rights of use and other industrial property rights. The customer is not granted any rights of use, reproduction, publication, other exploitation and/or comparable rights, unless a contract is concluded (see § 5 below).
(2) If Viridis Events e.K. does not receive an order after the presentation, i.e. if a contract is not concluded, the customer is obliged to return to us all documents and work results and/or copies thereof, regardless of whether they are in physical, electronic or any other form, and to delete them if necessary. The deletion of such documents and work results must be confirmed in writing by Viridis upon request.
(3) The customer shall treat the work results and all information about Viridis' business field that comes to its attention, such as, in particular, but not exclusively, customer lists, purchase prices, suppliers or providers of third-party services, presentations, sales figures, business transactions (hereinafter collectively referred to as “confidential information”), in strict confidence. The customer shall undertake to impose the same confidentiality obligation in writing on all employees and/or third parties (e.g. suppliers, graphic designers, reprographic studios, printers, film producers, sound studios, etc.) who have access to the aforementioned confidential information with the prior written consent of Viridis. The duty of confidentiality shall apply for an unlimited period of time, even after the conclusion of a contract. Exceptions to the duty of confidentiality shall exist in the following cases, namely if
the customer merely exercises its rights under § 5 of these GTC;
Viridis gives its prior written consent to the customer for the specific individual case of passing on the confidential information to a third party;
the Customer has obtained the Confidential Information from a third party before the validity of these GTC or has obtained it from a third party afterwards without violating this confidentiality obligation, provided that the third party has obtained the information lawfully in each case and does not violate a confidentiality obligation binding on it by passing it on;
the Customer is obliged to disclose the confidential information by order of a competent court or authority or other institution or by law or by the rules and regulations of a stock exchange, whereby the Customer must take all reasonable steps to prevent or limit the disclosure of the confidential information to the greatest extent possible. If the Customer believes that it is obliged to do so, it shall notify Viridis in writing in good time before the disclosure, to the extent permitted by law, so that Viridis can prevent the disclosure by legal means. In this notification, the customer shall inform Viridis in an appropriate manner, for example in accordance with the written opinion of a legal advisor, which confidential information must be disclosed. The customer shall only disclose the part of the confidential information that must be disclosed. The customer shall bear the burden of proof for the existence of an exception to the obligation of confidentiality.
§ 5 Contract award, intellectual property, rights of use, confidentiality
(1) Insofar as our work results (see § 4 (1) above) constitute works within the meaning of copyright law, the customer acquires only a simple right of use in the contractually agreed scope of territory, time and content (contractual purpose) by paying the contractual remuneration. Unless otherwise expressly agreed in writing in advance, the customer may only use the work results of Viridis within the organization of his company; this does not include any companies affiliated with the contractual partner. All copyrights, rights of use and other property rights beyond this remain solely with Viridis.
(2) The reproduction and/or processing of our work results by the customer requires the prior express written consent of Viridis and – insofar as the work is protected by copyright – of the respective author.
(3) For any use of our work results that goes beyond the originally agreed contractual purpose, the prior express written consent of Viridis is required, regardless of whether these work results are protected by copyright or not. Viridis Events e.K. may make its consent in this regard dependent on the payment of additional remuneration to itself and to the respective author, the amount of which is at the discretion of Viridis.
(4) The customer guarantees Viridis that it is fully authorized to use and pass on all texts, claims, logos, brands, images, films, musical works and similar documents that it provides to Viridis for the purposes of executing the contract (hereinafter referred to as “contractual material”) or that it has obtained the written consent or rights of the rights holder in advance. Viridis is not obliged to check for possible infringement of third-party rights in the order material. The customer undertakes to indemnify Viridis in full against any claims by third parties for infringement of rights in the order material at the first request. In the event that a third party initiates extra-judicial and/or judicial proceedings against Viridis due to alleged infringements of rights in connection with the material provided by the customer to Viridis, Viridis shall be entitled to defend itself against such proceedings with the assistance of legal counsel and to demand that the customer reimburse the full costs incurred in this regard.
(5) Viridis is entitled to use the company name and/or logo of the customer as well as film, image and/or sound recordings of an event as a reference for self-presentation to a reasonable extent, in particular on advertising brochures, the homepage and the social media presence of Viridis.
§ 6 Premature termination of the contract
(1) Both parties are entitled to terminate the contractual relationship at any time. In this case, the customer remains obliged to pay the agreed remuneration. However, Viridis must take into account any expenses that we save as a result of the termination of the contract.
(2) The right to extraordinary termination for good cause remains unaffected.
§ 7 Liability for defects
(1) We shall provide a warranty for any defects by means of rectification. If the rectification is not carried out within a reasonable period or if it fails, the customer shall be entitled to demand withdrawal or a reduction, at its discretion.
(2) The customer shall not be entitled to withdraw if the breach of duty is insignificant.
(3) We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.
(4) We shall be liable in accordance with the statutory provisions insofar as we culpably breach a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the German Product Liability Act.
(6) Beyond this, i.e. insofar as nothing to the contrary has been agreed above, our liability is excluded.
(7) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(8) The longer statutory limitation period in the event of a delivery recourse claim in accordance with §§ 478, 479 BGB remains unaffected.
Section 8 Liability for damages
(1) Any liability for damages beyond the liability provided for in Section 7 above is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages by the customer arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
(2) The limitation in accordance with paragraph (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for compensation for damages instead of performance.
(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, representatives and vicarious agents.
Section 9 Place of performance
(1) Unless otherwise stated in the order confirmation, our registered office is the place of performance.
§ 10 Place of jurisdiction, applicable law
(1) If the customer is a merchant or a private individual, the exclusive place of jurisdiction shall be Leipzig. However, we shall also be entitled to sue the customer at his place of business or, in the case of private individuals, at their place of residence.
(2) The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws shall not apply.
(Terms and conditions, as of September 2023)