General Terms and Conditions as General Contractor Model
Last revised: September 2022
General provisions
These General Terms and Conditions apply to all contracts with c.next GmbH, under the condition that in relation to and in agreement with Customer c.nextGmbH acts as a general contractor for services delivered by third parties. Any terms and conditions of Customer different from or in conflict with theseGeneral Terms and Conditions are hereby excluded. By contracting with c.nextGmbH Customer accepts and agrees to these General Terms and Conditions. TheseGeneral Terms and Conditions shall also apply to any future contracts withCustomer, unless expressly agreed otherwise. Any agreements different from orin conflict with these General Terms and Conditions must be in written, signed form. The services offered by c.next GmbH are aimed exclusively at commercial enterprises within the meaning of § 14 of the German Civil Code (BGB), public entities, or public special funds.
1. Subject Matter of Agreement
1.1 Customer contracts with c.next GmbH for the delivery of the contracted services based on the most recent offer from c.next GmbH. All offers from c.next GmbH are non-binding. A valid contract results only if and whenCustomer’s order is confirmed by c.next GmbH or if the ordered services are delivered by c.next GmbH without prior confirmation. Generally, contracted services involve planning, holding, and providing support for events. However, c.next GmbH also provides other services.
1.2 If in doubt, the scope of the contracted services shall be governed by the offer from c.next GmbH based on which services are delivered. Any subsequent modifications must be in written, signed form. Unless expressly specified in the offer, additional services and third-party services, such as travel expenses, will result in additional charges (for travel: air travel in economy class (within Europe), train travel in first class, automobile: €0.30/km, rental car in upper midrange).
2.Delivery of Contracted Services
2.1 c.next GmbH will deliver the contracted services in coordination with Customer. Upon request c.next GmbH will inform Customer of the progress of preparations and the delivery of the contracted services. If and to the extent that Customer specifies no requirements for the delivery of the contracted services (e.g., in terms of the concept, time schedule, etc.), c.next GmbH shall be free to decide how to provide the contracted services. Generally, all services will be delivered according to the best knowledge and belief of c.next GmbH and in consideration of a reasonable proportion between cost-efficiency and the best possible outcome for Customer.
2.2 If Customer wishes to make changes to the offer during or after services are delivered, Customer shall be responsible for all resulting additional costs. If the performance of a contract is delayed for reasons for which Customer is responsible, c.next GmbH may demand a reasonable fee increase. Unless otherwise agreed, such fee increase shall be charged at an hourly rate of €120.00, plus any applicable valueadded tax.
2.3 c.next GmbH is permitted to subcontract contracted services to third parties. In such cases c.next GmbH will act as general contractor in relation to the third party.
2.4 To guarantee the smooth performance of the contract, all communications with third parties shall be handled by c.next GmbH. Customer is not supposed to contact third parties directly without the involvement of c.next GmbH.
2.5 The services delivered by c.next GmbH neither include legal advice nor does c.next GmbH review the legality or accuracy of services, including, without limitation, compliance with unfair competition law or trademark law.
3. Cooperation Obligations
3.1 All services of c.next GmbH (including, without limitation, all draft concepts, etc.) based upon which subsequent services are to be delivered by c.next GmbH or by third parties shall be reviewed by Customer without undue delay after delivery and shall be either approved or rejected within three (3) business days. If services are not approved or rejected within this time period, services will be deemed to have been approved by Customer.
3.2 Customer shall review, or have third parties review, the legality of services, including, without limitation, compliance with unfair competition law and trademark law. c.next GmbH will arrange for a legal review by an independent board-certified attorney only at the written request and in the name and on behalf of Customer. c.next GmbH will invoice Customer for the costs associated therewith, and, as a broker, c.next GmbH assumes no liability for the results of any such legal review.
3.3 Customer shall ensure that c.next GmbH will be provided in due time, where applicable upon request without undue delay, and in a format suitable for editing and adaptation, with all documentation necessary for providing the contracted services, including, without limitation, all texts, images, graphics, logos, etc., to be used, to the extent that such materials are not part of the agreed scope of services, that c.next GmbH will be provided with all information, and that c.next GmbH will be informed of all events and circumstances necessary for providing the contracted services. This shall also include documentation, events, and circumstances that do not become known until the contracted services are delivered by c.next GmbH. c.next GmbH shall have no obligation to review any content made available by Customer, in particular as regards its suitability for achieving the purpose of the contracted services. Customer is the sole party responsible for the technical aspects and substance of all delivered content. c.next GmbH shall have no obligation to point out any defective content to Customer unless defects are obvious.
3.4 Customer hereby represents that Customer has the right to use all models, templates, and samples provided to c.next GmbH to the extent agreed in the contract and that the use of such materials, including, without limitation, by c.next GmbH, will infringe no rights of third parties. Otherwise Customer shall indemnify and hold harmless c.next GmbH upon first demand from and against any and all claims for damages, including necessary expenses incurred in connection therewith, that may be brought by third parties against c.next GmbH.
3.5 As soon as Customer becomes aware of any circumstances that may call into question the agreed performance of the contract, Customer shall notify c.next GmbH of such circumstances in writing without undue delay, including any related measures contemplated by Customer.
3.6 Customer shall ensure that all necessary and/or agreed acts of cooperation by Customer or its agents will be performed in a timely manner, to the extent necessary, and at no cost to c.next GmbH.
3.7 In the event that c.next GmbH fails to provide the contracted services in a timely manner, Customer shall set c.next GmbH a reasonable grace period in writing. Should c.next GmbH fail to perform its contractual obligations by the deadline, Customer may avail itself of the remedies provided by applicable law.
3.8 Any applicability of § 648 of the German Civil Code (BGB) is hereby excluded.
4. Delivery Dates and Deadlines
4.1 Delivery dates and deadlines (delivery times) are binding only if agreed in writing.
4.2 Compliance with the agreed delivery time requires that all details of the contract have been worked out, all approvals have been granted, and that all payments, guarantees, and any other cooperation obligations (e.g., obligations to procure or provide data and/or documentation, to make available information, or to approve drafts or concepts) have been received by c.next GmbH or have been performed by Customer in a timely manner. The delivery time shall be extended by a reasonable time period if any of the foregoing requirements are not satisfied in a timely manner.
4.3 The delivery time shall be suspended for the time period during which drafts, concepts, etc., are reviewed by Customer. The suspension shall begin on the date the materials are sent to Customer and end on the date Customer’s response is received.
4.4 If Customer requests any changes after the order has been placed and such changes would impact the time of completion, the delivery time shall be extended accordingly.
4.5 If delivery is delayed for reasons for which c.next GmbH is not legally responsible (e.g., force majeure, natural disasters, fault of third parties, or any other unforeseeable events beyond the control of c.next GmbH), the delivery time shall be extended by a reasonable time period.
5. Fees and Payment Terms
5.1 The agreed fee for services delivered by c.next GmbH shall be paid in installments. The amount and number of installments will be specified in the offer. Following receipt of invoices for advance payment, payments shall be made by wire transfer to the bank account of c.next GmbH with reference to the order/order number. Advance payment is a material term of the contract. The final invoice for the balance due, plus all variable costs, which may not be included in the overview of costs, will be issued after the event.
5.2 Services not included in the offer will be provided only for an additional fee.
5.3 All prices are net prices and are exclusive of applicable value-added tax. If value-added tax is due under the laws of a foreign jurisdiction on services delivered by third parties, Customer shall pay such value-added taxes to c.next GmbH as well. Customer will be reimbursed for input tax amounts due under the laws of a foreign jurisdiction only if and to the extent that c.next GmbH is reimbursed by the tax authorities of the foreign country. Additional charges will be invoiced for packaging, postage, and shipping. Invoiced amounts are due without deduction immediately upon receipt of the invoice.
5.4 c.next GmbH reserves title to delivered services, including any licensed rights, until the agreed fee has been paid in full.
5.5 If Customer fails to make payment when due, c.next GmbH shall have the right to suspend services until payment in full has been received.
5.6 If Customer stops to make payments, if Customer is overindebted, if a petition for institution of a composition or insolvency proceeding is filed, or if Customer fails to honor drafts or checks when due, the total amount owed to c.next GmbH shall be due immediately. The same shall apply if the financial condition of Customer substantially worsens for any other reason. In such cases c.next GmbH shall have the right to demand adequate guarantees or to rescind the contract.
6. Right of Retention, Right of Offset, Assignment
6.1 Customer shall have no right of retention or right of offset based upon any counterclaims, unless such counterclaims are undisputed or have been established by a final and conclusive court judgment.
6.2 Any assignment of rights and/or transfer of obligations under the contract without the express consent of c.next GmbH is hereby excluded. An assignment of rights and/or a transfer of obligations to companies that are affiliated with Customer within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG) shall remain unaffected thereby.
7. Confidentiality
7.1 Each party shall keep confidential all business and trade secrets of the other party as well as all information which that party receives from the other party and which is not in the public domain.
7.2 c.next GmbH shall require any subcontractors to comply with the duty of confidentiality under section 7.1.
8. Copyright/Licenses
8.1 If materials delivered to Customer by c.next GmbH or subcontractors ofc.next GmbH, such as concepts, designs, graphics, drawings, texts, or other documents, are protected by law, including, without limitation, copyright law, all rights to use, adapt, and commercially exploit such materials generally shall be the property of c.next GmbH.
8.2 Unless otherwise agreed, c.next GmbH hereby licenses to Customer, for payment of the agreed fee, a non-exclusive license to use delivered materials for the agreed purpose, for the agreed license term, and within the agreed scope of the license. Any other use, adaptation, or
commercial exploitation, as well as any transfer of raw/working files to third parties is subject to the written consent of c.next GmbH and is confitional upon payment of an additional, reasonable fee.
8.3 All rights to drafts that are rejected by Customer or are not used shall remain with c.next GmbH.
8.4 If c.next GmbH has licensed rights to Customer for a limited time period or if licensed rights end as a result of termination, Customer shall after expiration of the license term return to c.next GmbH or destroy all copies of the licensed materials, including, without limitation, data carriers with work data, databases, and files, and any existing written documentation, and Customer shall stop using such materials. Customer further shall erase from its computer systems all stored work data, databases, and files, unless Customer is required by law to store such data or files for a longer time period.
8.5 Unless in conflict with legitimate interests of Customer, c.next GmbH may make appropriate reference to its company in connection with services and/or on products delivered to Customer and/or advertise its own services referencing its work for Customer.
9. Warranty and Liability
9.1 Any warranty claims of Customer shall, at the option of c.next GmbH, initially be limited to a right to repair or replacement. Customer shall afford c.next GmbH a reasonable amount of time to make the necessary repairs or to deliver a replacement. Only if and when two attempts of remedial performance have failed shall Customer have the right to avail itself of its other legal warranty claims. Customer’s warranty claim shall lapse if attempts to repair defects, or changes to concepts, or any other changes to delivered or adapted materials are made by or on behalf of Customer.
9.2 Customer shall provide notice of any defects and raise any other complaints of obvious defects without undue delay after receipt of the defective work and – if possible – include the defective materials for inspection purposes. Customer must provide notice of any obvious defects within a time period of 10 days from discovering such defects. If Customer breaches its obligation to inspect materials upon delivery or to provide notice of defects, Customer will be deemed to have accepted the work despite such defects.
9.3 In all other cases Customer shall have claims for damages only if and to the extent that damages were caused intentionally or grossly negligently or if a cardinal obligation is breached. A cardinal obligation is an obligation the performance of which is a prerequisite for the due performance of the agreement and on the performance of which the other party to the contract may reasonably rely. In such cases any liability of c.next GmbH shall however be limited to reasonably foreseeable damages.
9.4 Customer shall provide c.next GmbH with detailed, written notice and proof of each damage occurrence without undue delay upon discovery. Any other claims are hereby excluded.
9.5 Unless expressly agreed otherwise in writing, c.next GmbH does not assume the role of event organizer. As the event organizer, Customer assumes responsibility for all liability-related matters involving third parties, including, without limitation, attendees of events. As the event organizer, Customer is obligated to comply with all legal obligations and requirements, including, without limitation, legal obligations and requirements related to the construction and operation of event venues. To the extent required by law, Customer agrees, as the event
organizer, to procure and submit to c.next GmbH an event organizer’s third-party liability policy covering personal injuries and property damages on the date of the event.
9.6 Any claims for defects in quality shall be subject to a limitation period of 12 (twelve) months. Any claims under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected by this provision. Any claims for defects in title shall be subject to a limitation
period of six (6) months from the date a third party brings claims for defects in title against Customer or the date on which Customer discovers the defect in title. Any other claims of Customer based on a breach by c.next GmbH or its agents shall be subject to a limitation period of one (1) year from the date defined by applicable law. The foregoing provisions shall not apply to any claims for damages alleging intentional or grossly negligent conduct or to any claims involving harm to life, limb, or health.
10. Claims for Compensation and Damages in the Event of Rescission (Cancellation Costs)
In the event that a contract provides for event services, claims for compensation and damages shall be calculated in accordance with the following provisions:
10.1 If an event is canceled for reasons for which c.next GmbH is not legally responsible, c.next GmbH shall have a claim for reimbursement of expenses necessarily incurred by c.next GmbH as a result of cancellation. This shall also include related claims for damages brought by third parties against c.next GmbH.
10.2 Irrespective thereof, Customer agrees to pay to c.next GmbH the agreed gross fee and the agreed gross additional costs as compensation according to the following scale and in accordance with the following provisions: Cancellation of event after the contract date = 25% // Cancellation of event after contract date and 12 to 8 weeks before the event = 50% // Cancellation of event within 8 weeks of the event = 100% // Cancellation of the event within two weeks of the event = 100% plus any additional cancellation costs for additional contracted services, e.g., catering, technology, seating, staff, etc., as separately itemized and invoiced. Cancellation fees are calculated based on the full (100%) applicable list prices. Discounts or other special terms granted as part of the event offer are not credited.
10.3 Cancellation of a contract must be in written, signed form.
10.4 Customer is free to furnish proof that c.next GmbH incurred no damages or substantially lower damages.
11. Miscellaneous Provisions
11.1 Any modifications or amendments to a contract, including these General Terms and Conditions, must be in written, signed form.
11.2 If royalties are due to any royalty collection societies (e.g., GEMA) in connection with an event, such royalties shall be paid by Customer, as the event organizer. Customer also agrees to handle related registrations, unless agreed otherwise in writing.
11.3 The place of performance shall be Hamburg, Germany, provided that Customer is a merchant, public entity, or public special fund. Venue and jurisdiction shall be in the courts of Hamburg, Germany, provided that Customer is a merchant, public entity, or public special fund.
Notwithstanding the foregoing provision, c.next GmbH may also file legal action in any court where venue and jurisdiction is proper based on Customer’s place of residence, habitual abode, or corporate domicile. Any exclusive venue and jurisdiction shall remain affected thereby.
11.4 All contracts and orders shall be subject to the laws of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods and German conflict of laws provisions.
General Terms and Conditions as Broker
Last revised: September 2022
General provisions
These General Terms and Conditions apply to all contracts with c.next GmbH, under the condition that in relation to and in agreement with Customer c.next GmbH acts as a broker for services delivered by third parties. Any terms and conditions of Customer different from or in
conflict with these General Terms and Conditions are hereby excluded. By contracting with c.next GmbH Customer accepts and agrees to these General Terms and Conditions. These General Terms and Conditions shall also apply to any future contracts with Customer, unless
expressly agreed otherwise. Any agreements different from or in conflict with these General Terms and Conditions must be in written, signed form. The services offered by c.next GmbH are aimed exclusively at commercial enterprises within the meaning of § 14 of the German Civil Code (BGB), public entities, or public special funds.
1. Subject Matter of Agreement
1.1 Customer contracts with c.next GmbH for the delivery of the contracted services based on the most recent offer from Oc.next GmbH. All offers from c.next GmbH are non-binding. A valid contract results only if and when Customer’s order is confirmed by c.next GmbH or if the ordered services are delivered by c.next GmbH without prior confirmation. Generally, contracted services involve planning, holding, and providing support for events. However, c.next GmbH also provides other services.
1.2 If in doubt, the scope of the contracted services shall be governed by the offer from c.next GmbH based on which services are delivered. Any subsequent modifications must be in written, signed form. Unless expressly specified in the offer, additional services and third-party
services, such as travel expenses, will result in additional charges (for travel: air travel in economy class (within Europe), train travel in first class, automobile: €0.30/km, rental car in upper midrange).
2. Delivery of Contracted Services
2.1 c.next GmbH will deliver the contracted services in coordination with Customer. Upon request c.next GmbH will inform Customer of the progress of preparations and the delivery of the contracted services. If and to the extent that Customer specifies no requirements for the
delivery of the contracted services (e.g., in terms of the concept, time schedule, etc.), c.next GmbH shall be free to decide how to provide the contracted services. Generally, all services will be delivered according to the best knowledge and belief of c.next GmbH and in consideration of a reasonable proportion between cost-efficiency and the best possible outcome for Customer.
2.2 If Customer wishes to make changes to the offer during or after services are delivered, Customer shall be responsible for all resulting additional costs. If the performance of a contract is delayed for reasons for which Customer is responsible, c.next GmbH may demand a
reasonable fee increase. Unless otherwise agreed, such fee increase shall be charged at an hourly rate of €120.00, plus any applicable valueadded tax.
2.3 c.next GmbH is permitted to subcontract contracted services to third parties. In such cases c.next GmbH will act as a broker. Customer hereby authorizes c.next GmbH to contract with third parties in the name and for the account of Customer.
2.4. To guarantee the smooth performance of the contract, all communications with third parties shall be handled by c.next GmbH. Customer is not supposed to contact third parties directly without the involvement of c.next GmbH.
2.5 The services delivered by c.next GmbH neither include legal advice nor does c.next GmbH review the legality or accuracy of services, including, without limitation, compliance with unfair competition law or trademark law.
3. Cooperation Obligations
3.1 All services of c.next GmbH (including, without limitation, all draft concepts, etc.) based upon which subsequent services are to be delivered by c.next GmbH or by third parties shall be reviewed by Customer without undue delay after delivery and shall be either approved or rejected within three (3) business days. If services are not approved or rejected within this time period, services will be deemed to have been approved by Customer.
3.2 Customer shall review, or have third parties review, the legality of services, including, without limitation, compliance with unfair competition law and trademark law. c.next GmbH will arrange for a legal review by an independent board-certified attorney only at the written
request and in the name and on behalf of Customer. c.next GmbH will invoice Customer for the costs associated therewith, and, as a broker, c.next GmbH assumes no liability for the results of any such legal review.
3.3 Customer shall ensure that c.next GmbH will be provided in due time, where applicable upon request without undue delay, and in a format suitable for editing and adaptation, with all documentation necessary for providing the contracted services, including, without limitation, all texts, images, graphics, logos, etc., to be used, to the extent that such materials are not part of the agreed scope of services, that c.next GmbH will be provided with all information, and that c.next GmbH will be informed of all events and circumstances necessary for providing the contracted services. This shall also include documentation, events, and circumstances that do not become known until the contracted services are delivered by c.next GmbH. c.next GmbH shall have no obligation to review any content made available by Customer, in particular as regards its suitability for achieving the purpose of the contracted services. Customer is the sole party responsible for the technical aspects and substance of all delivered content. c.next GmbH shall have no obligation to point out any defective content to Customer unless defects are obvious.
3.4 Customer hereby represents that Customer has the right to use all models, templates, and samples provided to c.next GmbH to the extent agreed in the contract and that the use of such materials, including, without limitation, by c.next GmbH, will infringe no rights of third parties. Otherwise Customer shall indemnify and hold harmless c.next GmbH upon first demand from and against any and all claims for damages, including necessary expenses incurred in connection therewith, that may be brought by third parties against c.next GmbH.
3.5 As soon as Customer becomes aware of any circumstances that may call into question the agreed performance of the contract, Customer shall notify c.next GmbH of such circumstances in writing without undue delay, including any related measures contemplated by Customer.
3.6 Customer shall ensure that all necessary and/or agreed acts of cooperation by Customer or its agents will be performed in a timely manner, to the extent necessary, and at no cost to c.next GmbH.
3.7. In the event that c.next GmbH fails to provide the contracted services in a timely manner, Customer shall set c.next GmbH a reasonable grace period in writing. Should c.next GmbH fail to perform its contractual obligations by the deadline, Customer may avail itself of the remedies provided by applicable law.
3.8 Any applicability of § 648 of the German Civil Code (BGB) is hereby excluded.
4. Delivery Dates and Deadlines
4.1 Delivery dates and deadlines (delivery times) are binding only if agreed in writing.
4.2 Compliance with the agreed delivery time requires that all details of the contract have been worked out, all approvals have been granted, and that all payments, guarantees, and any other cooperation obligations (e.g., obligations to procure or provide data and/or documentation, to make available information, or to approve drafts or concepts) have been received by c.next GmbH or have been performed by Customer in a timely manner. The delivery time shall be extended by a reasonable time period if any of the foregoing requirements are not satisfied in a timely manner.
4.3 The delivery time shall be suspended for the time period during which drafts, concepts, etc., are reviewed by Customer. The suspension shall begin on the date the materials are sent to Customer and end on the date Customer’s response is received.
4.4 If Customer requests any changes after the order has been placed and such changes would impact the time of completion, the delivery time shall be extended accordingly.
4.5. If delivery is delayed for reasons for which c.next GmbH is not legally responsible (e.g., force majeure, natural disasters, fault of third parties, or any other unforeseeable events beyond the control of c.next GmbH), the delivery time shall be extended by a reasonable time period. This shall also, and in particular, apply to services that are delivered to Customer by third parties and that were brokered by c.next GmbH.
5.5 Fees and Payment Terms
Services delivered by OFC:
5.1 The agreed fee for services delivered by c.next GmbH shall be paid in installments. The amount and number of installments will be specified in the offer. Following receipt of invoices for advance payment, payments shall be made by wire transfer to the bank account of c.next GmbH with reference to the order/order number. Advance payment is a material term of the contract. The final invoice for the balance due, plus all variable costs, which may not be included in the overview of costs, will be issued after the event.
5.2 Services not included in the offer will be provided only for an additional fee.
5.3 All prices are net prices and are exclusive of applicable value-added tax. Additional charges will be invoiced for packaging, postage, and shipping. Invoiced amounts are due without deduction immediately upon receipt of the invoice.
5.4 c.next GmbH reserves title to delivered services, including any licensed rights, until the agreed fee has been paid in full.
5.5 If Customer fails to make payment when due, c.next GmbH shall have the right to suspend services until payment in full has been received.
5.6 If Customer stops to make payments, if Customer is overindebted, if a petition for institution of a composition or insolvency proceeding is filed, or if Customer fails to honor drafts or checks when due, the total amount owed to c.next GmbH shall be due immediately. The same
shall apply if the financial condition of Customer substantially worsens for any other reason. In such cases c.next GmbH shall have the right to demand adequate guarantees or to rescind the contract.
Services delivered by third parties:
5.7 Services delivered to Customer by third parties are subject to the terms of the contract (including any general terms and conditions), including the payment terms of the third party that invoices Customer.
5.8 c.next GmbH and Customer may agree that invoices shall be reviewed and paid by c.next GmbH. In such case Customer shall provide c.next GmbH with the necessary cash upon demand and in a timely manner.
6. Right of Retention, Right of Offset, Assignment
6.1. Customer shall have no right of retention or right of offset based upon any counterclaims, unless such counterclaims are undisputed or have been established by a final and conclusive court judgment.
6.2 Any assignment of rights and/or transfer of obligations under the contract without the express consent of c.next GmbH is hereby excluded. An assignment of rights and/or a transfer of obligations to companies that are affiliated with Customer within the meaning of § 15 et seq. of the German Stock Corporation Act (AktG) shall remain unaffected thereby.
7. Confidentiality
7.1 Each party shall keep confidential all business and trade secrets of the other party as well as all information which that party receives from the other party and which is not in the public domain.
7.2 c.next GmbH shall require any subcontractors to comply with the duty of confidentiality under section 7.1.
8. Copyright/Licenses
8.1 If materials delivered to Customer by c.next GmbH or subcontractors of c.next GmbH, such as concepts, designs, graphics, drawings, texts, or other documents, are protected by law, including, without limitation, copyright law, all rights to use, adapt, and commercially exploit such materials generally shall be the property of c.next GmbH.
8.2 Unless otherwise agreed, c.next GmbH hereby licenses to Customer, for payment of the agreed fee, a non-exclusive license to use delivered materials for the agreed purpose, for the agreed license term, and within the agreed scope of the license. Any other use, adaptation, or commercial exploitation, as well as any transfer of raw/working files to third parties is subject to the written consent of c.next GmbH and is conditional upon payment of an additional, reasonable fee.
8.3 All rights to drafts that are rejected by Customer or are not used shall remain with c.next GmbH.
8.4 If c.next GmbH has licensed rights to Customer for a limited time period or if licensed rights end as a result of termination, Customer shall after expiration of the license term return to c.next GmbH or destroy all copies of the licensed materials, including, without limitation, data carriers with work data, databases, and files, and any existing written documentation, and Customer shall stop using such materials. Customer further shall erase from its computer systems all stored work data, databases, and files, unless Customer is required by law to store such data or files for a longer time period.
8.5. Unless in conflict with legitimate interests of Customer, c.next GmbH may make appropriate reference to its company in connection with services and/or on products delivered to Customer and/or advertise its own services referencing its work for Customer.
9. Warranty and Liability
9.1 Any warranty claims of Customer shall, at the option of c.next GmbH, initially be limited to a right to repair or replacement. Customer shall afford c.next GmbH a reasonable amount of time to make the necessary repairs or to deliver a replacement. Only if and when two attempts
of remedial performance have failed shall Customer have the right to avail itself of its other legal warranty claims. Customer’s warranty claim shall lapse if attempts to repair defects, or changes to concepts, or any other changes to delivered or adapted materials are made by or on behalf of Customer.
9.2 Customer shall provide notice of any defects and raise any other complaints of obvious defects without undue delay after receipt of the defective work and – if possible – include the defective materials for inspection purposes. Customer must provide notice of any obvious
defects within a time period of 10 days from discovering such defects. If Customer breaches its obligation to inspect materials upon delivery or to provide notice of defects, Customer will be deemed to have accepted the work despite such defects.
9.3 c.next GmbH assumes no liability and makes no warranty for any products or services that are delivered by third parties in accordance with section 2.3. In particular, notices of defect shall be addressed directly to the appropriate third parties in such cases. c.next GmbH shall be notified of such cases without undue delay.
9.4 In all other cases Customer shall have claims for damages only if and to the extent that damages were caused intentionally or grossly negligently or if a cardinal obligation is breached. A cardinal obligation is an obligation the performance of which is a prerequisite for the due performance of the agreement and on the performance of which the other party to the contract may reasonably rely. In such cases any liability of c.next GmbH shall however be limited to reasonably foreseeable damages.
9.5 Customer shall provide c.next GmbH with detailed, written notice and proof of each damage occurrence without undue delay upon discovery. Any other claims are hereby excluded.
9.6 Unless expressly agreed otherwise in writing, c.next GmbH does not assume the role of event organizer. As the event organizer, Customer assumes responsibility for all liability-related matters involving third parties, including, without limitation, attendees of events. As the event organizer, Customer is obligated to comply with all legal obligations and requirements, including, without limitation, legal obligations and requirements related to the construction and operation of event venues. To the extent required by law, Customer agrees, as the event
organizer, to procure and submit to c.next GmbH an event organizer’s third-party liability policy covering personal injuries and property damages on the date of the event.
9.7 Any claims for defects in quality shall be subject to a limitation period of 12 (twelve) months. Any claims under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected by this provision. Any claims for defects in title shall be subject to a limitation period of six (6) months from the date a third party brings claims for defects in title against Customer or the date on which Customer discovers the defect in title. Any other claims of Customer based on a breach by c.next GmbH or its agents shall be subject to a limitation period of one (1) year from the date defined by applicable law. The foregoing provisions shall not apply to any claims for damages alleging intentional or grossly negligent conduct or to any claims involving harm to life, limb, or health.
10. Claims for Compensation and Damages in the Event of Rescission (Cancellation Costs)
In the event that a contract provides for event services, claims for compensation and damages shall be calculated in accordance with the following provisions:
10.1 If an event is canceled for reasons for which c.next GmbH is not legally responsible, c.next GmbH shall have a claim for reimbursement of expenses necessarily incurred by c.next GmbH as a result of cancellation.
10.2 Irrespective thereof, Customer agrees to pay to c.next GmbH the agreed gross fee and the agreed gross additional costs as compensation according to the following scale and in accordance with the following provisions:
Cancellation of event after the contract date = 25% // Cancellation of event after contract date and 12 to 8 weeks before the event = 50% // Cancellation of event within 8 weeks of the event = 100% // Cancellation of the event within two weeks of the event = 100% plus any additional cancellation costs for additional contracted services, e.g., catering, technology, seating, staff, etc., as separately itemized and invoiced. Cancellation fees are calculated based on the full (100%) applicable list prices. Discounts or other special terms granted as part of the event offer are not credited.
10.3 Cancellation of a contract must be in written, signed form.
10.4 Customer is free to furnish proof that c.next GmbH incurred no damages or substantially lower damages.
11. Miscellaneous Provisions
11.1 Any modifications or amendments to a contract, including these General Terms and Conditions, must be in written, signed form.
11.2 If royalties are due to any royalty collection societies (e.g., GEMA) in connection with an event, such royalties shall be paid by Customer, as the event organizer. Customer also agrees to handle related registrations, unless agreed otherwise in writing.
11.3 The place of performance shall be Hamburg, Germany, provided that Customer is a merchant, public entity, or public special fund. Venue and jurisdiction shall be in the courts of Hamburg, Germany, provided that Customer is a merchant, public entity, or public special fund.
Notwithstanding the foregoing provision, c.next GmbH may also file legal action in any court where venue and jurisdiction is proper based on Customer’s place of residence, habitual abode, or corporate domicile. Any exclusive venue and jurisdiction shall remain affected thereby.
11.4 All contracts and orders shall be subject to the laws of the Federal Republic of Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods and German conflict of laws provisions.
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