General terms and conditions of trendhouse event marketing GmbH


1.      General

1.1.    The offers, deliveries and services of trendhouse event marketing GmbH (hereinafter, ‘Agency’) are solely governed by the following provisions. They apply especially to all of the Agency’s services within the scope of preparing offers, creating concepts, strategic and other developments, consulting, planning, designing, producing or any other implementing for the client.

1.2.    The customer's general terms and conditions shall become a part of the contract only if they are acknowledged by the Agency in writing. Otherwise these general terms and conditions shall have precedence. Accepting the Agency's services shall constitute in any case the acceptance of these general terms and conditions.


2.      Conclusion and subject matter of the contract

2.1.    The Agency’s offers are always subject to change. Any prices are in EURO, plus any applicable statutory VAT.

2.2. Any expenses of the Agency for postage, telephone, insurance, customs etc. shall be charged with an all-inclusive surcharge of 7.5 % on the net invoice amount.

2.3. The client shall bear upon production of a receipt all costs for traveling and accommodation, business expenses and, within the scope of the contract, any demands for remuneration by other parties. The net travel time shall be reimbursed to the Agency as expenses at a discount of 50 %.

2.4. The Agency shall charge an individually negotiated handling fee if the client is charged for any costs resulting from processing orders involving third parties who were appointed by the Agency upon consultation with the client to fulfil the contract (e.g., artists, stand builders, craftsmen).

2.5.    All offers by the Agency marked as ‘cost frame’, ‘cost outline’ or ‘raw cost calculation’ are non-binding. Unless otherwise agreed, all concepts and designs which the Agency develops by order of the client shall incur a charge.

2.6. The contract shall apply as concluded upon written order confirmation by the Agency.

2.7.    If the Agency appoints any other parties with performing parts of the order, the client shall release the Agency from any claims of these subcontractors, provided that the client has not already paid the Agency for this service. 


3.      Prices and terms of payment

3.1.    The Agency shall be entitled to provide partial services and settle these individually. The Agency may also any time demand advance or partial payment of provided or appointed services. Unless otherwise agreed, these shall be basically as follows:

  • 30 % of the agreed reimbursement when the order is placed;
  • 30 % of the agreed reimbursement when production commences;
  • 30 % of the agreed reimbursement no later than 14 days before the event begins;
  • 10 % of the price upon receipt of the final invoice.

3.2.    The client shall be surcharged according to the Agency’s applying reimbursement rates for any services which were not part of the offer but performed on the client's request or for any additional expenditures caused by faulty or incomplete specifications of the client, by the client's failure to comply, by blameless transport delays or by late or unprofessional advance services of other parties unless these were agents of the Agency.

3.3.    Unless otherwise agreed, payments shall be made to the registered office of the Agency in cash or by bank transfer and free of charge.

3.4.    Invoices shall be paid within two weeks without deduction. In case of default, the Agency reserves the right to charge default interests at the legal rate without explicit reminder, at least in the amount of 8 % p. a. above the base rate of the European Central Bank.

3.5.    In case of default and after formal notice with penalty of denial of service, the Agency shall be entitled to withdraw from the contract and to demand damages because of non-fulfilment. 


4.        The client’s duty of compliance

4.1.    The client shall support the Agency in fulfilling the contractually owed services. This explicitly includes the timely supply of information, data or hardware and software, advertising material, other information or client's instructions to the Agency, as far as they are useful and required to accomplish the order and to keep any deadlines.

4.2. The client shall provide a contact to maintain the contractual relation­ship.

4.3.    The client shall comply at own expenses.


5.      Transportation and packaging

5.1.    The client shall bear the risk of transportation of all goods shipped to fulfil the contract, unless otherwise agreed. If there is no special instruction, the Agency shall decide about shipment at own discretion without liability for any special packaging or the cheapest and fastest way.

5.2. The Agency shall be entitled but not obliged to take out transport insurance whose costs the client shall bear.

5.3.    Any damage incurred during transit shall immediately be indicated to the Agency. Any claim against the transportation company shall be transferred to the client upon request.

5.4.    Objects of the client which are required to perform the Agency's service must be delivered to the Agency or any place indicated by the Agency by the agreed deadline. The return of such parts shall be unpaid from the place of use, with the client bearing the risk.

5.5.    Any loss in transit or of the delivered materials at the place of use for which the Agency was not responsible shall be at the client's expenses.


6.      Acceptance and transfer of risk

6.1.     If the contractual relationship between the Agency and the client is a service contract, the client shall be obliged to accept the Agency's service at the completion date specified by the Agency.

6.2.    Acceptance may occur during rehearsals or test runs, at the latest upon the end of the event, as applicable. This does not include planning services that shall be considered as finished and able of acceptance upon receipt by the client.

6.3.    If any faults do not substantially affect the function of the subject of service, they shall not entitle to refusing the acceptance.

6.4.    If the Agency cannot deliver services for reasons the client is responsible for, the risk shall transfer to the client on the day of receiving the completion notice. The Agency's service shall then be regarded as fulfilled.


7.      Termination

7.1.    If the client terminates without good reason, the Agency shall receive the agreed reimbursement for the already Rendered Services.

7.2. Rendered Services for the purposes of these terms and conditions include any valid compensation or damage claims which the Agency has to pay from liabilities against other parties (subcontractors, renters etc.), regardless of whether or not they have already been performed.

7.3.    For any not yet Rendered Services, a general 40 % of the fee agreed for not yet Rendered Services shall be agreed as saved expenditure.

7.4.    If the client does not accept the Agency's services without good reason despite a completion notice or if the client fails to pay or to pay properly, the Agency shall be released from any contractual obligation after an adequate extension and may demand damages.

7.5. The Agency may claim the value of the services rendered before termination and 60 % of the value of the not yet Rendered Services as general damages. The Agency is entitled to assert higher provable damage.

7.6.    The Agency shall be entitled to terminate the contract for good reason. Good reason may be the client's failure to comply so that the Agency cannot fulfil the order properly or in time in spite of an express deadline. In case of termination by the Agency, 7.1 to 7.5 shall apply accordingly.


8.      Warranty

8.1. The client undertakes to check the Agency's services upon acceptance and to complain immediately. If a fault is found later in spite of careful examination, this fault shall be immediately complained about. In any case, complaints must be received by the Agency at the latest 5 working days after the end of the event or the delivery of the agreed service.

8.2. As warranty, the client may initially demand only subsequent rectification. The way of proper rectification shall be at the Agency's discretion, including replacing any time.

8.3. The client may withdraw from the contract or require lowering of the price (decrease) if at least two attempts to rectify the same fault have failed.

8.4.    Any warranty is excluded if the client processes or sells the Agency’s products or services.

8.5.    If rectification is prevented or impossible because of passing the deadline (end of the event), the client may in case of a fault only be entitled to decrease.

8.6.    The Agency may refuse the remedy of faults as long as the client fails to comply with contractual obligations, esp. with the obligation to pay (e.g., deposit, partial payment) in time.

8.7.    If the complaint is late or a complaint because of known faults was not submitted during acceptance or handing over, the warranty claim shall be void altogether. This also applies if the client makes modifications himself or hinders fault finding by the Agency.

8.8.    Any claims for compensation because of failure to rectify are excluded, unless they are the result of culpable negligence or intention.


9.      Liability

9.1.    Claims for compensation against the Agency, its staff and/or agents due to ordinary negligence that do not concern damages for injuries of life, body and/or health are excluded as far as legally possible. It is irrelevant whether these are due to breach of contract or the violation of contractual accessory obligations (e.g., §§280, 241 section 2 Civil Code) by tortious act or to the maker’s liability (because of construction, production or data errors as well as mistakes in product monitoring, e. g., §823 Civil Code).

9.2.     In case of culpable violation of essential contractual obligations (cardinal obligations), any negligence by an organ or a senior officer shall be liable, though limited to typical and foreseeable damage. This limitation does not cover injury of life, body and/or health.

9.3.     If the limitation of liability for ordinary negligence is permissible, the damage may never exceed the lower amount of either 50 % of the contract price or 500,000.00 euros.

9.4.    The risk of legal admissibility of advertising and content is born entirely by the client. This is especially true of contents offend against the Fair Trade Law, the Copyright Act or special advertising laws.

9.5.    Unless otherwise agreed, the Agency is not liable for objects introduced by the client, as far as the Agency has not caused the damage or destruction of the objects by deliberate or grossly negligent act.

9.6.    The liability for untypical (consequential) damage is excluded. This includes culpable negligence.

9.7.     The limitation period for liability claims (especially §438 section 1 no. 3 Civil Code) is one year, if legally permissible. Cases of fraudulent misrepresentation, intent and §§478, 479 Civil Code are excluded.

9.8.     The client's right to assert claims from complaints shall lapse in any case after six months from the time of timely complaint, but not before the expiry of the liability period.


10.    Trade mark rights

10.1. For any work that the client has commissioned and fully paid, the Agency shall grant to the client the rights of use for publication, reproduction, exploitation, modification, adaptation, translation and, if necessary, synchronisation. They shall be unrestricted by time, content or space. The rights to use works which are not yet paid at the end of the collaboration between the Agency and the client shall remain with the Agency. The Agency shall be entitled to affix copyright notes on any means of advertising developed and/or produced by the Agency.

10.2. Any industrial property rights (copyright and ancillary copyright, trade mark rights, protection of related rights under competition law, patent rights) originating from Rendered Services by the Agency or its staff or any appointed other parties - even if appointed in the client's name - shall remain with the Agency, unless otherwise agreed. The transfer of rights of use and exploitation needs written consent. This also applies to concepts and designs. Changes in the service results may only be made by the Agency or any expressly appointed persons. All service results, concepts and designs shall be considered entrusted and may not be used or disclosed to others without the Agency’s approval. This includes offer documents, pictures, drawings, concepts and strategy proposals as well as calculations.

10.3. The client shall be entitled to use the concepts, designs etc. of the Agency only for own purposes in compliance with the contract; reproduction is permissible only upon explicit prior consent of the Agency. Any artworks, distribution microforms or negatives made by the Agency or by order of the Agency shall remain a property of the Agency, even if the client is charged for them.

10.4. With regard to executing orders according to specifications or documents provided by the client, the client shall ascertain that no trade mark rights of other parties are infringed by the rendering of services according to above-mentioned specifications and documents. The Agency shall not be obliged to verify whether any specifications and documents intended for service rendering that the client submits do or may infringe the trade mark rights of other parties. In this respect the client undertakes to release the Agency from any claims for damages by other parties at once, to compensate any damages arising from the infringement of trade mark rights and, if demanded, pay in advance.

10.5. The agency shall be entitled to record the event and to use the record­ings and background information of the project for documentation purposes and the Agency’s PR.

10.6. Unless the client has withheld permission, the Agency may mention the client on its website or in other media as a reference customer and publish the Rendered Services for demonstration purposes or point out at them.


11.    Confidentiality

11.1. The Agency and the client undertake to treat any business secrets disclosed during the collaboration with the client as confidential. If any third persons are appointed to accomplish tasks, the Agency or the client shall oblige any such person to the same care. Confidentiality shall persist beyond the end of the collaboration.

11.2. The client undertakes not to directly contact or commission any subcontractor or supplier, in particular artists and specialized service companies, who are introduced to the client by the business relationship with the Agency, including a period of 3 years after the contractual relationship expires. If the client offends against this duty, the Agency shall be entitled to a claim to damages against the client at the rate of 50 % of the reimbursement paid to the respective entrepreneur.


12.    Retention of title

12.1. All services, service results and objects of delivery remain a property of the Agency until all obligations from the contractual relationship between the parties have been fulfilled.

12.2. Any transfer of rights of use or exploitation shall become effective only if all obligations from the contractual relationship between the parties have been fulfilled.


13.    Safekeeping of documents

13.1. The Agency shall keep documents related to the order for 6 months. If original templates were submitted (slides, diskettes etc.), the client undertakes to produce duplicates. The agency shall not assume any liability for the client’s templates which are not demanded back within one month after the order was completed.


14. Compensation and assignment

14.1. The client may offset claims of the Agency only with undisputed or legally established counterclaims.

14.2. The client's claims and rights of use from this contractual relationship shall be transferable only upon the Agency’s previous written approval. 


15. Place of fulfilment and jurisdiction

15.1. Place of fulfilment and exclusive place of jurisdiction for all litigations between the parties that may result from the contractual relationship is Munich (Landgericht München I), as far as the client is an entrepreneur, a qualified merchant, a legal entity under public law or a special fund under public law.

15.2. The contractual relationship is governed by the Federal Republic of Germany, excluding the CISG even for foreign clients.


16. Final provisions

16.1. If any provision of these terms and conditions should be ineffective or void, the effectiveness of the remaining provisions shall remain unaffected.

16.2. Any modifications or supplements of these general terms and conditions, the contract and any additional agreements need to be in writing. This includes any amendment or waiver of the requirement to be in writing.