General Terms and Conditions WILKENWERK GmbH Status: 01/2025
General Information These General Terms and Conditions apply to the services of the agency WILKENWERK (hereinafter referred to as "Agency WILKENWERK"), which is commissioned by the Client. The Client's general terms and conditions are expressly excluded. By commissioning Agency WILKENWERK, the Client acknowledges and accepts these General Terms and Conditions.
1. Subject Matter of the Contract 1.1 The Client commissions Agency WILKENWERK with the contractual services in accordance with the most recent offer provided by Agency WILKENWERK. As a rule, the contractual services cover the planning, execution, and accompaniment of events (events and incentive trips). 1.2 Agency WILKENWERK is permitted to award subcontracts to third parties for the performance of its contractual services. Unless agreed otherwise in writing, individual contracts shall be concluded directly between Agency WILKENWERK and the third parties. In the event that third parties are commissioned, the Agency is entitled to a handling fee amounting to 10% of the net costs. To ensure the smooth execution of the order, the Client undertakes to conduct communication with third parties exclusively through Agency WILKENWERK. Direct contact by the Client with potential third parties, bypassing the Agency, is not intended.
2. Performance of Contractual Services 2.1 The performance of the contractual services shall take place in close coordination between the Client and Agency WILKENWERK. The Agency shall inform the Client about the status of the preparation and the execution of the services. If one party does not agree with the working method or conduct of the other party in material respects, this must be notified to the other party immediately in writing. Otherwise, the working method and conduct of the other party shall be deemed to be in accordance with the contract. 2.2 After placing the order, the Client may request reasonable changes regarding the contractual services. All additional costs resulting from such changes requested by the Client shall be borne by the Client. Changes may lead to the postponement of binding and non-binding delivery dates and deadlines, for which Agency WILKENWERK accepts no liability. 2.3 The Client ensures that all required cooperation and/or all cooperation agreed upon when placing the order, by the Client or their vicarious agents, is provided in good time, to the required extent, and free of charge for Agency WILKENWERK. 2.4 With the approval of concepts, graphics, film, and image material by the Client, the Client assumes responsibility for the correctness of text and images, including in legal terms. The Client shall check the documents handed over to the Agency for possible industrial property rights, copyrights, or other rights of third parties. Should the Client not be entitled to use and pass them on, the Client shall indemnify the Agency against any claims for compensation by third parties in this regard and shall compensate the Agency for any damage incurred. The verification of admissibility under competition law is also fundamentally the responsibility and area of responsibility of the Client. 2.5 In the event of a delay in performance by Agency WILKENWERK, the Client must set a reasonable grace period in writing for compliance with the obligations. Should the Agency fail to meet this deadline, the Client is entitled to terminate the respective order without notice or withdraw from the contract after setting a further, final written deadline with the threat of termination. 2.6 Partial services rendered by Agency WILKENWERK up to the time of termination or withdrawal must be remunerated accordingly.
3. Confidentiality 3.1 Both parties shall treat business and trade secrets of the respective other party and information received from the respective other party that is not publicly accessible as confidential. 3.2 Agency WILKENWERK obliges third parties commissioned to fulfill the service to maintain confidentiality in accordance with paragraph 1.
4. Copyrights 4.1 Unless agreed otherwise, Agency WILKENWERK grants the Client a simple right of use for the services rendered for all types of use related to the contractually agreed purpose within the Federal Republic of Germany. The granted right of use does not include the authority to make changes to the services rendered, in particular to further develop or edit them. In the event of infringement, the Agency is entitled to an additional fee of at least twice the amount of the originally agreed fee. The transfer of usage rights to third parties is fundamentally excluded and only permissible in exceptional cases with the prior written consent of Agency WILKENWERK. In any case, the granting of usage rights is subject to the condition precedent of full payment of the agreed remuneration. 4.2 All concepts, designs, presentations, graphics, ideas, texts, and other documents created by Agency WILKENWERK or third parties commissioned by it remain the property of the Agency and, as personal intellectual creations, are subject to the protection of the Copyright Act (UrhG). Its regulations shall be deemed agreed even if the threshold of originality required by § 2 UrhG is not reached. Surrender to the Client requires a separate agreement or payment of a separate remuneration. The Agency is entitled, but not obliged, to retain documents of the Client that are made available to the Agency. 4.3 Agency WILKENWERK reserves an unlimited right of use for its own purposes. Agency WILKENWERK is in particular entitled to present the service rendered for the Client and/or to refer to the business relationship in the press and on its own advertising media, in particular on its homepage, using the Client's name and/or company logo. 4.4 If a contract is not concluded after the submission of an offer or a presentation by Agency WILKENWERK, the Client is prohibited from using, exploiting, or making accessible to third parties the ideas, concepts, layouts, and texts proposed within the framework of the presentation.
5. Warranty and Liability 5.1 Agency WILKENWERK is liable for the fulfillment of the services to be rendered under this contract and all orders within the scope of this contract with the due care of a prudent businessman within the limits of intent and gross negligence. 5.2 Agency WILKENWERK is not liable and assumes no warranty for third-party services that are not introduced by it within the agreed scope of services pursuant to Section 1. Every damage must be notified and proven individually and immediately from the time of becoming aware of it in writing. Further claims are excluded. 5.3 Defects in the contractual services must be notified to Agency WILKENWERK immediately. The Client has the right to have all defects in the contractual services remedied within a reasonable time and in an economically reasonable manner. If the Agency does not remedy the defect or if a remedy is not possible or economically not sensible, the Client may demand a reduction in price or terminate the contract or withdraw from the contract. Claims for damages exist otherwise only insofar as the damage was caused intentionally or by gross negligence or involves the breach of cardinal duties (these are particularly essential contractual obligations), for which Agency WILKENWERK is only liable for the damage foreseeable at the time of conclusion of the contract. 5.4 Unless expressly agreed otherwise in writing, Agency WILKENWERK does not act as the Organizer (Veranstalter). As the Organizer, the Client assumes responsibility for all liability matters towards anyone. 5.5 The Organizer is obliged to comply with all requirements pursuant to the Regulation on the Construction and Operation of Places of Assembly (Versammlungsstättenverordnung - VstättVO) of September 20, 2002. 5.6 The Organizer undertakes to take out organizer liability insurance for personal injury and property damage relating to the day of the event or to submit a corresponding policy.
6. Compensation and Claims for Damages upon Withdrawal 6.1 In the event of cancellation of an event, regardless of the reason, Agency WILKENWERK is entitled to reimbursement of the costs incurred due to the cancellation. 6.2 Independently of this, the Client undertakes to pay a part of the agreed gross remuneration as well as the agreed gross additional costs as compensation in accordance with the following breakdown: Cancellation of the event after contract conclusion = 25% Cancellation of the event after contract conclusion 12 to 6 weeks before the event day = 50% Cancellation of the event after contract conclusion 6 to 2 weeks before the event day = 80% Cancellation of the event within the remaining 2 weeks before the event day = 100% Cancellation of the event within 2 weeks before the event day = 100% plus further cancellation costs based on additional agreements, e.g., catering, technology, seating, personnel, etc.; these will be shown separately and invoiced. 6.3 The basis for calculating the cancellation fees consists of the 100% list prices. Discounts or special arrangements within the framework of the event offer will not be taken into account. 6.4 The cancellation of an order requires the written form.
7. Remuneration 7.1 The Client shall pay the remunerations listed in the offer and commissioned. All prices are subject to statutory Value Added Tax (VAT). 7.2 The costs listed in the offer are to be paid in installments and in good time for the contractually agreed events by transfer to the account of Agency WILKENWERK. First installment amounting to 50% of the total sum after signing of the contract. Second installment amounting to 40% of the total sum 4 weeks before the event. These advance payments are an essential part of the contract. The Client will receive corresponding advance payment invoices (Akontorechnungen). The final invoice for the remaining amount of the total sum plus all variable costs that may not have been recorded in the cost overview will be issued following the event. This amount is due for payment 14 days after the invoice date; in the event of default, interest in the amount of 9 percentage points above the base interest rate will be charged. 7.3 Services that are not included in the offer will only be provided against separate remuneration.
8. Final Provisions 8.1 Should a provision of these General Terms and Conditions be invalid, the validity of the remaining provisions shall not be affected thereby. In this case, the parties will replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. 8.2 The place of performance and exclusive place of jurisdiction for registered merchants and legal entities under public law is Hamburg. 8.3 All contracts and all orders placed are subject to the application of the law of the Federal Republic of Germany.