General terms and conditions (GTC) for advertising customers, exhibitors, and sponsors of Vogel IT Medien GmbHGerman
Part A. General terms for all types of commission
1. GTC scope of application
1.1. These general terms and conditions (GTC) apply to any and all declarations of will, contracts, and contractual, or contractual-like actions of Vogel IT Medien GmbH & Co. KG, Max-Josef-Metzger-Straße 21, 86157 Augsburg (hereinafter "VIT"), with its contracting parties (hereinafter "CP"), particularly as part of commissions by advertising customers, and commissions by exhibitors and sponsors (hereinafter "commission"). Business divisions advertising customers and sponsors jointly (hereinafter “business division sales”).
Part A of these GTC contains general conditions that also apply to the special conditions for advertising customers (content commissions, media- and agency services) in part B, and for exhibitors and sponsors in part C. The special conditions in parts B. and C. are independent of each other ins terms of validity.
1.2. These GTC exclusively apply to entrepreneurs. Entrepreneurs are any natural or legal entity or judicable partnership that acts within the scope of its commercial or self-employed work when entering into a legal agreement.
1.3. CP is any natural or legal entity or judicable partnership that sends VIT a request, commissions VIT, or acts in any other way for VIT in the business division sales.
1.4. Contrasting or deviating conditions to these GTC are not accepted unless an express written agreement with VIT is made. These GTC shall also apply if VIT unconditionally provides services in knowledge of contrasting conditions or CP conditions deviating from these conditions.
1.5. VIT reserves the right to unilaterally alter the GTC at any point. Changes to the GTC shall be disclosed to the CP in writing or electronically (e.g. via email). The CP may object to the updated version of the GTC within 2 weeks after said disclosure. Without objection, changes shall be deemed accepted. If the CP objects to changes to the GTC, VIT shall have the right to terminate the contractual relationship with immediate effect.
1.6. These GTC are valid in their most recent updated form at the respective point in time of the legal transaction being concluded or the contractual-like relationship being entered. Unless agreed otherwise, they shall also apply to any future legal transactions or contractual-like relationships, even if not expressly agreed upon again. The respectively applicable version of these GTC can be found at https://privacy.vogel.de/agb_sales.html.
2. Conclusion of contract
A commission between the parties is concluded when VIT has confirmed the acceptance of the commission by the CP with a written order confirmation.
3. Contractual relationships and contents
3.1. VIT is a B2B communications business for customer specific B2B communications solutions. The goal of the cooperation between the CP and VIT is particularly the optimization and expansion of the CP’s presence in advertisement and communication, its products and/or services on the market, and the provision of opportunities for presenting the business scope and products of the CP.
3.2. The CP can act as advertising customer to commission VIT to create content meant for use on the communication channels of the CP, such as the CP’s website, social media channels, product brochures, catalogs, etc., and to generate additional opportunities for commercial and communication presence of the CP. The services ordered in detail result from the commission subject to these GTC and special conditions in part B.
3.3. Additionally, the CP can act as exhibitor and sponsor to commission VIT with providing exhibition space at one or more events. The CP must submit its registration for an event to VIT and this registration is a binding offer to conclude a commission with regard to the provision of a corresponding exhibition space. If VIT accepts the offer with reference to the validity of these general terms and conditions, and the special terms and conditions in part C., the commission of the provision of the exhibition space shall be concluded by notification of the admission by VIT to the CP. Additionally, lit. 2 of these GTC shall apply to the conclusion of the contract. The CP has no claim to admission.
3.4. The scope and content of the services owed by the CP and VIT shall be determined in the commission that is confirmed by the order confirmation. The concluded commission between VIT and the CP is essential for this. VIT does not owe the verification of the legal admissibility of advertising (in particular competition law, labeling law, food law, and pharmaceutical law), if this has not been expressly agreed otherwise in writing.
3.5. The services owed by VIT according to sections 3.2 and 3.3 are hereinafter also uniformly referred to as the "subject of arrangement". VIT does not guarantee any commercial success.
3.6. VIT is entitled, at its own discretion, to perform the services itself, to use competent third parties as proxies for the performance of services under the contract, and/or to substitute such services (hereinafter "external services").
3.7. Commissioning external services takes place in the name of VIT but is chargeable to the CP’s account. VIT will invoice the CP for any arising costs.
3.8. Unless otherwise agreed, invoices shall be due without deduction within 30 calendar days of complete delivery and performance (including any agreed acceptance), and invoicing.
3.9. The contractual agreements between the parties correlate as follows:
In the event of any contradictions, the contractual bases shall apply in the order listed.
4. Confidentiality and data protection
4.1. VIT will treat the transmitted subjects of performance as confidentially as state of the art technology allows; however, for electronic data transmission, VIT cannot guarantee 100% confidentiality.
4.2. The parties shall treat as confidential all documents, information, and data they receive for the realization of the contractual relationship and which are designated to them as confidential and shall use them only for the realization of the respective commission. In particular, commissions concluded between the parties shall also be deemed confidential. The parties shall impose a corresponding obligation on their employees and third parties involved in the commission, in particular subcontractors. Independent of the reason for a potential termination, these obligations shall remain in effect even after the termination of the respective commission for two years from the end of the contract.
4.3. The CP authorizes VIT to process the data received in connection with the business relationship in accordance with applicable data protection laws. VIT declares that its employees and proxies are bound by strict confidentiality and compliance with data protection, and that VIT has taken all necessary technical and organizational measures to ensure the execution of the provisions of applicable data protection laws.
5. Cession and offset
The CP may only transfer the rights and obligations arising from this contract given express written consent of VIT. The CP may only offset claims of VIT against undisputed or legally established claims.
6. Force majeure
Force majeure or other unforeseeable events for which VIT is not responsible and which make it substantially more difficult or temporarily impossible to provide the contractual services, including pandemic, strike, lockout, and regulatory actions, shall allow VIT to postpone the performance of its services for the duration of the hindrance plus a reasonable start-up period. VIT will immediately inform the CP of the occurrence of such hindrances to performance. If the delays resulting from an event in accordance with sentence 1 above exceed the period of six weeks, and if an adjustment of the contract is not possible and not reasonable for either party, both parties are released from their performance obligations agreed upon in the commission. Services delivered by VIT are to be remunerated by the CP according to their share. Damage claims are excluded in such a case.
7.1. Unless otherwise agreed in the respective commission or in these GTC, all agreements between VIT and the CP regarding contractually owed services, and all modalities of the performance of the services shall require text form.
7.2. For all other legally relevant declarations and notifications of the CP towards VIT regarding the commission (e.g. deadline, reminder, withdrawal) the requirement of the written form shall apply. Legal formalities and further proofs, in particular in case of doubts about the legitimacy of the declaring party, remain unaffected by this.
8. Place of execution, place of jurisdiction, and severability clause
8.1. Place of execution is Augsburg.
Place of jurisdiction for any arising legal disputes between VIT and CP is Augsburg.
8.3. Solely the law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
8.4. Changes and additions, and termination of the contractual relationship with VIT must be in writing to be effective. This also applies to any alteration of this written form provision.
8.5. Should one or more provisions of these GTC be or become invalid or void, the validity of the remaining provisions of these GTC shall remain unaffected. This applies accordingly to the filling of a gap in the contract.
8.6. The invalidity of individual provisions of these GTC shall not affect the validity of the remainder of the commission.
Part B. Special conditions for advertising customers (content orders, media and agency services)
These special conditions apply in addition to the provisions in part A to commissions placed by the CP as an advertising customer commissioning VIT with content orders, media, and/or agency services.
9. Cooperation duties and approvals, acceptances, releases
9.1. The CP shall grant approvals, acceptances, and releases detailed in the commission in due time to ensure that workflow at VIT and its suppliers and thus the jointly fixed objectives are untouched. Approvals, acceptances, and releases which are not provided or are provided late may cause additional costs which shall be borne by the CP. Approvals, acceptances, and releases are deemed granted if VIT does not receive a statement from the client within a period of 7 days after VIT has sent the respective subject of performance to the client. Acceptance shall be deemed granted at the latest upon use or payment of the remuneration.
9.2. The information and materials provided by the CP serve as an essential basis for the services of VIT. The CP guarantees VIT the correctness of the information and is liable for any legal consequences of incorrect information provided. The CP shall ensure that VIT obtains the rights required to use said materials and shall indemnify VIT against any claims by third parties in respect to the respective materials.
9.3. If the CP fails to comply with its duty to cooperate, VIT shall request the CP to do so within a reasonable period of time in writing (text form, e.g. e-mail suffices). If the client does not comply with its information obligation despite a deadline to do so, VIT shall be entitled, at its own discretion, either to provide its service on the basis of the information already available or to rescind from the contract. VIT may also claim compensation for any expenses incurred by VIT within the scope of the contractual relationship which were in vain or were additionally incurred as a result of the breach of duty by the CP. Further claims for damages remain unaffected.
9.4. If a concept or other service has to be modified due to the correction of previously provided information or as a result of the subsequent filing of information, this shall always be deemed to be an extension of the scope of services and shall be remunerated subsequently.
9.5. Each party shall designate to the other party a contact person authorized to give and receive information and declarations of intent, and who also assumes full responsibility for the orderly performance of the contractual services.
10. Remuneration and prices / price changes
10.1. The prices stated in the commission shall be deemed agreed between the parties, plus the VAT rate applicable at the time of performance.
10.2. In the case of agreed regular services, i.e. term projects, a monthly lump-sum fee (hereinafter "retainer") shall be agreed.
10.3. Services that exceed the scope of the retainer will be agreed upon as additional single orders based on the commission. For this, VIT shall make an estimate and an offer on the basis of the commission. A single order is concluded in accordance with the provision in section 2 of these GTC.
10.4. In the case of project-related services without continuous commissioning of VIT, VIT shall inform the CP of the likely total costs in a non-binding contract offer. The CP shall then submit a binding offer to VIT, and thus, given VIT’s order confirmation, the costs for the respective services shall be deemed agreed.
10.5. Invoicing for the services provided by VIT, as well as for the costs incurred through the commissioning of third parties and for expenses, shall be in subsequent monthly form or, based on a separate written agreement, after the completion of a project.
10.6. Travel expenses for experts commissioned by VIT shall be reimbursed by the CP. Travel expenses include in particular the costs for transportation (airplane, cab, rental car or, train) and for accommodation. For flights, the costs are only reimbursable for the use of 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 of the CP.
11. Maturity of the subject of performance
11.1. The maturity date of VIT's services shall be based on the joint agreements between VIT and the CP who shall agree on a schedule in the commission and adjust it if necessary.
11.2. the event of delays in performance for which VIT is responsible, the duration of the grace period to be legally set by the CP shall be two weeks, given the nature of the services to be provided by VIT allowing it, and shall begin upon receipt of the written notice of grace by VIT.
12. Term and termination of contracts and rescission
12.1. The contract term specified in the commission and the notice periods specified therein shall apply. There shall be no ordinary right of termination on the part of the CP in the case of a fixed-term commission. In the absence of a termination provision in the case of open-ended commissions, an ordinary notice period of three months, in each case by the end of the year, shall be deemed agreed between the parties. Notice of termination must be in writing.
12.2. The right to extraordinary termination remains unaffected. Serious grounds for termination exist in particular if: one party breaches essential obligations or repeatedly breaches non-essential obligations arising from the contractual relationship and does not remedy the breach within a reasonable period of time 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 instituted against the assets of the other party, or such proceedings are imminent.
12.3. If a commission is terminated or canceled by the CP prior to the start of its execution, or if the CP withdraws from the commission for reasons for which VIT is not responsible, VIT shall charge a lump sum of 50% of the commission amount for expenses incurred, unless the CP proves that no or only significantly lower damages were incurred.
12.4. If a commission is extraordinarily terminated by the CP after the start of its execution or if the CP withdraws from the commission for reasons for which VIT is not responsible, VIT shall be entitled to invoice the services delivered up to that point in accordance with the commission and to demand reimbursement of all costs incurred and to demand that the client indemnify and hold VIT harmless with regard to any claims of third parties, in particular contractors.
12.5. Deviating from sections 12.3 and 12.4, the following product-specific cancellation conditions apply to the subjects of performance listed below, whereas VIT need to be notified of cancellations and rebooking in writing:
12.5.3. Fair newspapers:
In case of cancellation of a trade fair, VIT cancels the commission without any costs for the CP. In case of postponement of the trade fair, the agreed service of the commission shall be postponed until the new start date of the trade fair. If the CP does not agree to postponement, lit. 12.5.3 of these GTC shall apply.
In all of the cases mentioned above, the CP is entitled to prove that VIT has not incurred any damages or only significantly lower damages than the aforementioned cancellation fees.
12.6. VIT reserves the right to assert further claims for damages.
13. Rights of use
13.1. In the event that a service obtains copyright protection through processing by VIT, VIT shall transfer to the CP a non-exclusive right of use unlimited in terms of space, content, and time. This right of use includes in particular the right to reproduce, distribute, and make publicly available the work in whole or in part. The right to modify and transfer to third parties is included. Any differing granting of rights of use requires an individual agreement in writing.
13.2. The granting of any rights of use shall take place upon acceptance and, subject to a condition precedent, upon full payment of the agreed remuneration.
13.3. Rights of use for designs rejected or not executed by the CP remain with VIT. This also applies to VIT's services that are not subject to special statutory rights, in particular copyright.
14. Editorial independence
VIT may internally employ editorially independent specialist editors of its own media brands to provide services for the CP. The work of the editors for VIT's media brands remains unaffected by the project work for the CP and is carried out independent from each other. The editors are free to also publish product information about the CP for their editorial work.
If VIT's services have the character of a contract for services, the following provisions shall apply:
15.1. Said services are subject to acceptance. Further details on acceptance shall be agreed between the parties in the individual contract.
15.2. The CP has to notify VIT immediately in writing of any defective service. As far as a rectification of defects is possible and feasible with reasonable effort, VIT has the right to rectify defects for which it is responsible.
15.3. A defect exclusively exists if the subject of performance does not have the contractually agreed quality or is not suitable for the contractually required use. The contractual quality of the subject of performance results in particular from the commission provisions. Negligible deviations shall not constitute a defect.
15.4. In the event of refusal, impossibility, failure, or unreasonable delay in the rectification of defects, the CP may, at their discretion, demand the rescission of the contract or the reduction of the remuneration.
15.5. Warranty claims of the CP shall become time-barred within a period of six months after completion of the respective services.
15.6. Claims based on warranty liability without fault and the right of self-remedy are excluded.
15.7. VIT shall be liable for consequential harm caused by a defect only in accordance with the liability provisions set forth in these GTC. This exemption from liability shall not apply if a warranty of quality was given which covers the consequential damage caused by a defect and if the damage caused by the defect stems from the lack of such quality.
16.1. If not further regulated in the other provisions, VIT shall be liable for damages due to breach of contractual or non-contractual obligations only in case of intent and gross negligence. The limitation of liability also applies to legal representatives, executives, and proxies. VIT shall only be liable for slight negligence in case of breach of an essential contractual obligation (cardinal obligation), and in case of damage resulting from injury to life, body, or health. In the event of a slightly negligent breach of cardinal obligations, however, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. Cardinal obligations are obligations which are essential to be fulfilled for the proper performance of this contract and on the observance of which the other party may regularly rely.
16.2. VIT shall not be liable for the factual information about the CP's products contained in the subject matter of the performance or the protectability under copyright, design, trademark, or brand law of the ideas, proposals, concepts, drafts, etc. delivered within the scope of the commission, unless this protectability was expressly agreed in writing as part of the contract.
16.3. The liability for breaches of duty, which occurred neither intentionally nor grossly negligent, is limited to the sum of the contractual fees, which the CP has paid to VIT 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, body, and health.
16.4. VIT is liable to entrepreneurs only in case of intent and gross negligence for atypical/unforeseeable indirect damages and consequential damages, and for loss of profit. In this case, VIT's liability is limited to the contract-typical foreseeable damage, at most to the sum of the contractual fees which the CP has paid to VIT 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, body, and health.
17. Retention, archiving, and release of data and documents
17.1. All reports, print documents, films, and illustrations created by VIT for the CP shall be properly stored by VIT without separate remuneration for a period of one year, beginning with the termination of the respective communication measure, and shall be handed over during this period at the request of the CP. After expiration of the retention period or in the event of termination of the contract before expiration of this period, the documents shall be handed over to the CP at the CP's written request, otherwise they shall be destroyed. The aforementioned documents may also be stored in digital form.
17.2. The CP shall bare the costs of the compilation of data, shipment, packaging, storage beyond the agreed period and, if applicable, the costs of removal and destruction as well as the activities and insurance in connection therewith.
17.3. VIT may immediately destroy documents that are no longer required, such as manuscripts, sketches, drafts of unrealized advertising measures, or similar documents.
VIT as well as its affiliated companies within the meaning of §§ 15 of the German Stock Corporation Act (AktG) are permitted to use work results or excerpts from the commissions for the purpose of self-promotion - even after the end of the contract period - free of charge.
Part C. Special conditions for exhibitors and sponsors
These special terms and conditions apply in addition to the provisions in part A. to commissions placed by the CP who commissions VIT to provide event space for its exhibitor and sponsor activities.
19.1. The confirmed admission of the CP to an event partnership only applies to the registered CP.
19.2. The approval may be revoked by VIT if it was granted on the basis of false or incomplete information, or if the requirements for approval subsequently cease to apply.
20. Space allocation
20.1. VIT shall provide exhibition space in the registered offer area. As far as possible, the CP’s wishes in terms of size and location of the space will be met.
20.2. Special wishes of the CP (e.g. placement, neighborhood, stand design, competition exclusion, etc.) will only be bindingly taken into account if they are expressly confirmed by VIT in the admission.
20.3. VIT shall be entitled to allocate the CP an exhibition area in a different location from the exhibition area, to change the size of the exhibition area, to relocate or close entrances and exits to the exhibition grounds, if compelling technical or organizational reasons require it.
20.4. Without the prior consent of VIT, the transfer of the CP’s rights stemming from the surrender contract, in whole or in part, to third parties is not permitted. The same applies to a transfer of the exhibition space allocated to the authorized CP, in whole or in part, to third parties.
21. Technical services, services
21.1. VIT provides basic heating, cleaning, and lighting for the exhibition hall.
21.2. Installations of supply and disposal connections may only be ordered via VIT or via a service provider commissioned by VIT.
21.3. The CP shall be separately charged for the costs for installation and consumption of water, electrical and telecommunication connections of the individual stands, and any other services..
21.4. In addition to these GTC, the contractual basis for the participation of the customers in the events are the house rules of the operator of the respective event location as well as the organizational, technical and other provisions that are sent to the CP before the start of the event.
22. Cleaning, waste disposal
VIT is responsible for cleaning the grounds, halls, and aisles. The CP is responsible for cleaning the exhibition area and waste disposal. Cleaning must be completed daily before the start of the event. If the cleaning and waste disposal is not done in a proper manner, VIT, after setting an appropriate deadline, may hire a specialized company at the expense of the CP.
The CP is obligated to guard their property themselves. VIT shall not be liable for loss of and/or damage to the property of the CP, unless the damage was caused by VIT intentionally or by gross negligence.
24. Operation and return of the exhibition stands
24.1. The stand must comply with technical and legal guidelines. If necessary, official permits and regulations, and construction and operational requirements must be obtained and fulfilled by the CP at their own expense. In case of non-compliance, VIT is entitled to have changes made at the expense of the CP and, if necessary, to impose a stand block.
24.2. The CP is solely responsible for traffic safety on their stand, including all access points.
24.3. During the opening hours of the event, the stand must be made accessible to visitors. If the stand is not operated in accordance with the contractual agreements, VIT may remove the stand at the expense of the CP and allocate the exhibition space otherwise. The CP shall not be entitled to a refund of the stand fees unless they can prove that VIT was able to generate revenue from the alternative allocation of the stand space.
24.4. Stand construction and dismantling must be completed at the specified times. Stand construction and dismantling or other changes are not permitted, if it could lead to a disruption of the event. If stand construction and dismantling are not completed within the specified times, a contractual penalty of 10 % of the rental price plus VAT is 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.
24.5. After the end of the event, the space must be left in the same condition as it was when it was allocated to the CP. Damage or pollution caused by the CP may be removed at the CP's expense without prior notice.
25. Advertising, marketing, press, specialist lectures
25.1. Advertising is permitted inside the stand. Outside the exhibitor's stand - in particular on tables, wall surfaces, in stairwells, as well as in the corridors of the exhibition halls - advertising is only permitted for money given VIT’s prior consent.
25.2. Only advertising measures are permitted that do not violate statutory provisions or morality or are of an ideological or political nature. Visual, moving and acoustic advertising media, musical renditions, and product presentations are permitted in compliance with legal/official regulations, provided other customers are not unreasonably impaired. VIT is entitled to prohibit the publication, distribution, and display of advertising material that may lead to objections and to seize any stock of the advertising material for the duration of the event.
25.3. VIT is entitled to use the name and logo of the CP on advertising and marketing materials (e.g. advertisements, websites) for the preparation and execution of the event free of charge. The CP is obliged to provide VIT with a logo of appropriate quality.
25.4. Photography, video and film recordings of the exhibits are permitted, given the respective CP’s consent. VIT is entitled to make or create photographs, film and video recordings, and drawings of the event, the stands and the exhibited goods or to have them made by the press and to use them for advertising purposes or general press publications free of charge.
25.5. The organizer is entitled to restrict or prohibit performances that endanger or significantly impair the execution of the event.
26. Payment maturity
26.1. The agreed fees (rental of the exhibition space, advance payments for ancillary costs, advertising measures, etc.) are due upon receipt of the invoice.
26.2. VIT is entitled to demand advance payment of the agreed fees. If the client fails to meet the payment deadline, VIT may exclude them from participation in the event. The obligation to pay the agreed fees remains unaffected by this.
26.3. The CP shall bare the costs for travel to and from the event, overnight stays, and comparable costs.
27. Cancellation, impossibility, pandemic regulations, changes
27.1. Neither for VIT nor for the CP do pandemics (e.g. the COVID-19 pandemic) and the associated conditions and restrictions constitute a case of "force majeure" according to section 6, or "changed circumstances" according to § 313 of the German Civil Code, or a "defect" according to §536 of the German Civil Code, .
In the event of a cancellation of the event (incl. partial cancellation) due to a pandemic and its restrictions, regardless of this being initiated by the CP or VIT, or in the event that travel to the event is not possible for pandemic reasons (e.g. due to a corresponding official order), the following shall apply:
27.1.1. If it is only possible to use part of the exhibition space ordered by the CP, the CP shall only be invoiced according to the actual scope of use of the exhibition space.
27.1.2. VIT has the right to move the event to another time within a timeframe of up to 6 months after the originally planned date in case of executing the event on the original date is in danger or executing the event is likely to not be economically viable for VIT. Instead, VIT has the right to change the format, e.g. from a physical event to a virtual or hybrid event. If the CP books numerous events as part of a series, the organizer’s service can be divided up; a change of one event has no effect on the contractual obligations regarding the other events. The organizers assumes no liability for damages or costs incurred by the CP by such changes.
27.2. Cancellation by VIT: As organizer, VIT assumes no contractual obligation for the execution of the event. Thus, VIT has the right to cancel the event at any time without a claim to damages resulting for the CP. However, if VIT cancels the event less than 2 weeks before its start, VIT is obligated to reimburse the CP for those expenditures that the CP incurred and that cannot be avoided by the CP.
27.3. Cancellation by the CP: The CP has the right to cancel its participation in an event under the following provisions:
28.1. The insurance of the exhibition goods against all risks of transport and during the event against damage, theft, etc. is the CP’s responsibility.
28.2. The CP shall be liable for any damage caused to third parties by its participation in the event, including damage to the premises and facilities of the organizer. The CP is solely responsible for the contents of advertisements, brochures, and other information material.
28.3. In all other respects, the liability provisions of these GTC’s section 16 shall apply.
The claims of the CP arising from the commission and from all legal relationships in connection with it shall become time-barred within 6 months. This period begins with the return, i.e. the complete clearance of the exhibition space.