General Terms and Conditions of KahnEvents GmbH
§ 1 Conclusion of Contract
- An offer from KahnEvents shall only be considered an offer for concluding a
contract if it is expressly designated as a binding offer. Otherwise, the
statement of the client wishing to accept this offer or estimate shall constitute
an offer for concluding the contract.
- The client is bound by their offer for 4 weeks.
- The contract shall only come into effect if KahnEvents accepts this offer.
§ 2 Scope of Services
- The scope of contractual services is determined by the service description and
cost breakdown provided by KahnEvents, to which the client refers in
accordance with § 1 when making their offer (see Appendix I).
- The client is the organizer.
- Changes to the scope of services are only possible by separate written
agreement of the parties and on the condition that they can be provided by the
third parties commissioned with the execution of the event. This also applies to
changes in the respective number of event participants. Changes to the scope
of services during the event are generally excluded.
- All services offered are provided subject to availability at the time of conclusion
of the contract, plus a reasonable processing time and confirmation time by
KahnEvents. If a service offered is no longer available, KahnEvents shall
immediately inform the client and offer an alternative upon request.
§ 3 Services and Obligations of KahnEvents
- KahnEvents may withdraw from events if, during the event or due to the
client’s participation, special physical or other qualifications are necessary, to
the extent that performance of the contract becomes impossible for these
reasons, or proper and safe performance becomes impossible or endangered,
and withdrawal is also in the best interest of the client or participating third
parties. If possible and reasonable, KahnEvents should first notify the client of
the defect and give them the opportunity to remedy it.
KahnEvents may exclude individual participants or participants from the event
if necessary for safety reasons. The contracting parties agree that the safety of
the involved employees, service providers, and third parties always takes
precedence.
- If the client specifies a service provider, a location, a service, or intellectual
property rights (e.g., logos, names, photos, etc.) as binding, KahnEvents is not
obliged to verify these or their services for suitability, reliability, or similar,
unless their unsuitability or unreliability is obvious or the examination is
explicitly part of the order.
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§ 4 Services and Obligations of the Client
- The client must provide KahnEvents with all necessary information in a timely
manner for the planning and execution of the event. Corresponding inquiries
from KahnEvents must be answered promptly.
- In the interest of smooth communication, the client shall designate a contact
person who is responsible and authorized to make decisions for all inquiries
from KahnEvents.
- KahnEvents will conclude all further contracts necessary for the execution of
the event (e.g., with artists, transport companies, catering establishments,
etc.) in the name and on behalf of the client. Upon request by KahnEvents, the
client shall issue appropriate powers of attorney.
- The client indemnifies KahnEvents from any claims by third parties, unless
KahnEvents is responsible for the claims itself.
§ 5 Remuneration
- KahnEvents shall receive the agreed remuneration as reimbursement of
expenses and fees for the services to be provided (see Appendix I).
Paragraphs 2-5 apply in other respects.
- The amount shall be paid in three installments. 30% of the amount is due upon
signing the contract. Another 60% is due for payment four weeks before the
start of the event. The remaining 10% is due 14 days after KahnEvents
submits a final invoice.
- Additional services that were not part of KahnEvents‘ offer and/or were not
known or foreseeable by KahnEvents at the time of the offer, or are based on
a request from the client and their subsequent necessity cannot be attributed
to KahnEvents, shall be remunerated separately. This additional remuneration
corresponds (if applicable) to the agreed remuneration. In any case, the client
shall reimburse actual additional costs incurred.
- If costs for third-party services are not expressly included in KahnEvents‘
remuneration, but are incurred additionally, the client is obliged to pay these
payments to KahnEvents before they become due for payment to third parties
for the fulfillment of their contractual obligations, or directly to the third party at
the time of maturity. If the client is late in making payments, they are solely
liable for all resulting damages.
- All prices are net plus statutory value-added tax.
§ 6 Copyrights, Advertising Rights, References, Recording Rights
- Documents, graphics, presentations, drawings, sketches, and other items
created by KahnEvents remain its property unless the transfer of ownership is
not part of the contract.
- The Copyright Act shall apply to all event concepts, documents, graphics,
presentations, drawings, sketches, etc. created by KahnEvents, even if
individual parts are not protected by law.
- Upon full payment of the remuneration and costs, the client acquires the
usage rights necessary for the contractual purpose. Any further use requires
the explicit consent of KahnEvents, subject to additional remuneration.
- Repeated use by the client without a corresponding repeat order to
KahnEvents triggers a corresponding obligation to pay remuneration, unless
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the repeat was already part of the initial order and/or adequately compensated
by the previous remuneration.
- If no contract is concluded between the client and KahnEvents after
participation in a presentation or after creation of a concept, all services
provided by KahnEvents, especially any usage rights, remain solely with
KahnEvents.
- KahnEvents is entitled to advertise on all printed materials and in all
measures, provided it is appropriate and does not clearly oppose the
legitimate interests of the client.
- If KahnEvents wishes to use the client’s name and the services provided by
KahnEvents for the client as a reference, prior consent from the client is
required.
- KahnEvents is entitled to take photo and/or video recordings at the event,
observing the personality rights of the guests. The use of photos/video
recordings as references for KahnEvents requires prior consent from the
client.
§ 7 Liability of KahnEvents
- In the event of slight negligence, KahnEvents‘ liability is limited to the
foreseeable, contract-typical, direct average damage, depending on the nature
of the contract. This also applies in the event of slight negligence by legal
representatives of KahnEvents or its vicarious agents.
- KahnEvents shall not be liable for slight negligence in the breach of
insignificant contractual obligations.
- The above limitations of liability do not apply to claims of the client arising from
product liability. Furthermore, the limitations of liability do not apply in cases of
culpable injury to life, body, or health of the client by KahnEvents or its legal
representatives or vicarious agents.
- It is clarified that KahnEvents is only liable for third-party services to the extent
that KahnEvents is contractually or legally obliged to provide the service.
Liability for the service of the intermediary service provider is generally
excluded in pure brokerage transactions (e.g., mediated transportation
services).
§ 8 Warranty
- If the event is not provided in accordance with the contract, the client may
request remedial action. Complaints about defects must be reported
immediately. The client is obliged to do everything reasonable to contribute to
the rectification of the complaint and to keep any resulting damages as low as
possible or to avoid them altogether.
- In the case of justified complaints, KahnEvents may, at its discretion, either
remedy the defects or credit the client for the resulting diminished value of the
service in the final invoice.
- Warranty claims of the client for material defects shall become statute-barred
no later than six months after written rejection of the complaint by the
contractor.
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§ 9 Termination of Contract
- KahnEvents may terminate the contract if cooperation with the client is no
longer reasonable, in particular if: a. Due payments are not made, b.
Circumstances arise that were unknown at the time of contract conclusion,
endangering the security of the event, visitors, participants, contributors, or
employees.
- In the event of cancellation or termination by the client outside of a legally
regulated right to terminate the contract prematurely, the client shall be
charged the external costs incurred up to that point or the cancellation fees of
the service providers, plus the time costs incurred up to that point, as well as
additional expenses required for the cancellation, in accordance with
KahnEvents‘ applicable fee schedule. In case of doubt, the agreed
remuneration applies proportionally.
§ 10 Force Majeure
(1) Force Majeure within the meaning of this agreement includes, in addition to
a complete lockdown due to SARS-CoV-2 (coronavirus), such government-
imposed restrictions that make the execution of the event or parts thereof
impossible.
(2) With regard to travel or events in winter resorts, snowfalls, avalanches
(actual or imminent), and adverse weather conditions are particularly included,
if they make the journey to the area, the departure from the area, or the
contractual activities in the area impossible. This also applies to concerns
about impossibility or difficulties that go beyond ordinary winter-related
difficulties (e.g., driving with snow chains, shoveling snow).
(3) Force Majeure in the relationship between you and us:
In the event of Force Majeure leading to termination or interruption of the
contract or individual contractual services, we may demand reimbursement or
compensation for the costs incurred up to that point and the services rendered
by us, as well as the payments we have to make to our subcontractors.
If the contractually owed services have not become directly impossible, but are
only made more difficult, impaired, or almost impossible, i.e., in cases where
authorities recommend canceling or aborting the event, impose increased
requirements, or other such cases, our remuneration is governed by § 648 of
the German Civil Code (BGB), whether directly or by analogy, provided that a
cancellation according to the agreed cancellation conditions would not result in
a lower cancellation fee; in this case, the lower cancellation fee applies.
(4) Relevant time for assessment:
When canceling/terminating our contract or canceling the event, if you cite
concerns about or the likelihood of Force Majeure as the reason, the following
applies:
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The relevant time for assessing whether Force Majeure exists is agreed to be
the contractually stipulated time of the event. If it concerns a period of more
than 1 day, the calculated middle of this period is deemed to be the relevant
time.
This applies even if you cancel the event before the event date out of concern
for Force Majeure. You must demonstrate that the cancellation occurred
exclusively due to the possibility of Force Majeure.
If it then turns out at this point that Force Majeure exists, the agreement on
Force Majeure applies. If, on the other hand, it turns out at this point that there
is no Force Majeure, the agreement on cancellation/termination applies.
In any case, however, we have a right to payment from paragraph 1,
especially until legal issues are clarified. Acceptance of your payment by us
does not constitute recognition of Force Majeure and waiver of any further
claims against you.
If no option for cancellation has been agreed, § 648 BGB applies, whether
directly or by analogy.
(5) Force Majeure in the relationship between us and our subcontractor: If one
of our subcontractors can invoke Force Majeure and as a result does not
perform the service owed under the subcontract, we are also released from
our obligation to provide the service to you; paragraphs 1 and 2 apply
otherwise.
We will endeavor to provide suitable replacement services, the expense of
which will generally be based on the agreed remuneration.
(6) „Corona Clause“:
It is agreed that knowledge of developing pandemics/epidemics/disease
outbreaks over a certain period of time at the time of contract conclusion does
not exclude Force Majeure, specifically the necessary unforeseeability within
the meaning of these contractual provisions. This is intended to address the
uncertainty about the legal situation for all contracting parties, as was the case
in the first quarter of 2020 during the spread of the COVID-19 pandemic.
However, this provision only applies to pandemics/epidemics/disease
outbreaks that are comparable to the COVID-19 pandemic in 2020, i.e., based
on a novel, unknown, or incurable pathogen with vaccines or medications.
(7) Further Legal Consequences:
Necessary activities that require the processing and termination of the order
are to be remunerated and paid for separately by you, in case of doubt, the
remuneration rates agreed for the actual order apply accordingly. This also
includes the costs for legal or other expert advice that are not already part of
the order and are necessary to properly process and terminate the order.
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If, despite the occurrence of Force Majeure, you use our services more
extensively than remunerated or paid for according to paragraph 1 (e.g., if a
copyrighted work is completed despite Force Majeure and is exploited by you),
we are entitled to remuneration and reimbursement of costs that exceed the
actual costs incurred and services provided and correspond to the extent of
the services actually used by you.
We are entitled to suspend the reversal process for the period necessary for
the overall calculation including the compilation and clarification of all cost
items. If less than 50% of these cost items are still to be clarified, we will carry
out the reversal process for the other part. The limitation period is also
considered to be suspended for the duration of this suspension.
You are entitled to information about our efforts to compile and clarify, which
we can also provide through confirmation or a report from a lawyer or auditor.
The costs for legal or other expert advice are not to be reimbursed to the
extent that they concern out-of-court or judicial disputes between you and us.
§ 11 Final Provisions
- Additions or amendments to the contract require written form (e.g., email, fax,
etc.), as does the waiver of this requirement of written form.
- The client is not entitled to exercise a right of retention against KahnEvents for
another claim not arising from this contractual relationship.
- The client can only set off against KahnEvents‘ remuneration claim with
undisputed or legally established claims.
- Should individual provisions of this contract prove to be ineffective or
inadmissible, the validity of the contract as a whole shall remain unaffected by
this.
- Place of jurisdiction and performance is Hamburg.
- German law shall exclusively apply.
Hamburg – February 2024