1. Scope of action
These general terms and conditions shall apply to the whole business relationship with our clients. The general terms and conditions are subject to order placement by the clients. Our general terms and conditions shall be valid for the entire duration of the business relation.
2. Order placement and performance
2.1 All business transactions shall be based on the appropriate contract or the written assignment respectively in which the scope of services and the remuneration is indicated.
2.2 The client may place an order via post, email or fax. The contract shall be considered as accepted as soon as we are in possession of the signed contract or assignment respectively.
2.3 In case we work with freelancers the business relationship exists between us and the ordering party unless otherwise agreed.
2.4 Updates and amendments of offers and contracts shall be laid down in writing and shall be treated as additional agreement to this contract concluded between us and the client.
3.1 All indicated prices are subject to VAT valid at the day of performance.
3.2 Price indications refer to the number of persons as well as to the services indicated in the quotation. If the number of participants decreases the client is not entitled to cost reduction.
3.3 All services which are not indicated in the quotation are not included in the price and are therefore regarded as additional services which are subject to special settelement.
3.4 If not otherwise agreed the client shall bear the following costs accordingly: accommodation and catering for the PRAXISFELD employees. Thereby the time needed for setting up and dismantling the event shall be taken into account. Travel costs of employees of € 0,55/km (if necessary transportation costs of € 0,89/km in case a transporter or trailor is needed).
4. Payment and due date
4.1 We are entitled to payment for every single service as soon as we have rendered this service.
4.2 Payment shall be due as follows: 50% of costs shall be paid two weeks in advance of the service to be rendered and 50% shall be due one week after the service has been rendered. External services delivered by third parties shall be paid immediately at maturity. The due date shall be indicated in the appropriate invoice.
5. Withdrawal and rescheduling by the client
If the client withdraws from the contract or changes the indicated date the client shall at least pay the following percentage of the agreed amount: at least ninety days prior to the agreed date of performance: 10%
at least sixty days prior to the agreed date of performance: 25 %
at least thirty days prior to the agreed date of performance: 40 %
at least fifteen days prior to the agreed date of performance: 75 %
at least 5 days prior to the agreed date of performance: 100 %.
In case higher costs have already incurred these expenses have to be beard by the client.
6. Cooperation duty of the client
The client shall provide us with all documentation and information necessary for the service.
We are obliged to observe secrecy about all internal, business or private matters which we came to know within the frame of our services. This confidentiality obligation is also binding for our vicarious agents. This obligation shall be binding as well after termination of the contract and the termination of this obligation shall be subject to the client’s prior written notice. Furthermore, we shall be compelled to keep safe all documents and information which we have obtained by the client to render our services and we shall also be obliged to protect all appropriate documents and information against examination by third parties. We will not send back any documents or information or other records to the client.
8. Content and process
8.1 Our employees shall be responsible for the design of our services. The client shall have a voice in this subject. In case our employees shall realise that changes of the agreed concept are necessary (e.g. because of processes regarding group dynamics, changing weather conditions or orders by authorities) during the event they shall decide about the manner and seize of the amendment within the frame of their margin of discretion. We shall inform the client about the amendments in concept, methodology and didactics at the earliest time possible. The client shall not have any right to reduce the price.
8.2 We shall not be able to guarantee the success of an event but we will seek to make the event successful to the best of our knowledge and belief together with the participants.
8.3 We shall be entitled and obliged to interrupt the event in case a risk in health or security of the participants the event cannot be ruled out when continuing the event.
9. Right of use
9.1 Only PRAXISFELD GmbH shall own the copyright of all participant documentation and other material. The client and / or the participants have no right to copy, to record or to distribute in any other way the documentation partly or on the whole without prior written consent of PRAXISFELD GmbH. Live or video recording of the event is subject to prior written approval by PRAXISFELD GmbH as well.
9.2 PRAXISFELD GmbH shall transfer the exclusive rights of use concerning all ideas and works created under the provisions of this contract to the client for the intended use indicated in the quotation or order confirmation.
9.3 A special agreement shall be made in case the customer uses declined or unused ideas or drafts not in cohesion of the contract if these ideas or drafts represent an intellectual creation of PRAXISFELD GmbH or authorized third parties.
10. Open events
10.1 Open events shall be all offers the participants register as single participants. The content of an open event shall be announced by an appropriate tender.
10.2 The registration of single participants for an open event shall be valid upon receipt of the appropriate written commitment of the participant.
10.3 The terms of payment regarding open events shall be indicated in the appropriate invoice. Normally, payment is due in advance of the event.
10.4 The participant shall be able to withdraw from this contract prior to the event. The withdrawal shall be made in writing because of preservation of evidence. The date of withdrawal and the arising cost are subject to the receipt of the declaration of withdrawal. In case there shall be a withdrawal or no participation in the event we are entitled to claim an appropriate compensation. The compensation shall be calculated in % of the costs:
At least ninety days in advance of the event: 10 %
At least sixty days in advance of the event: 25 %
At least thirty days in advance of the event: 40 %
At least fifteen days in advance of the event: 75 %
At least five days in advance of the event: 100 %
10.5 We shall be entitled to cancel the event by important reasons. In case there shall be too less participants the event will be cancelled two weeks in advance and the contribution already paid by the participants will be reimbursed.
11. Limitation of liability
11.1 We shall not be liable for any damages deriving from acts of God (e.g. power cuts, natural disasters or traffic disruptions), network and server failure, power line and transfer disturbance, viruses or disturbances by post. The client shall be responsible for the final approval of all transferred and sent data.
11.2 We shall be obliged to perform the assigned task with technical and commercial care to the best knowledge. We shall not be liable for the case that the client is not satisfied with the success of the action we proposed.
11.3 We are not liable for any damages or any consequential damages in case the client or third parties have amended or distorted material, documents or information.
11.4 Our liability is limited to wilful act and gross negligence as well as breach of cardinal duties.
11.5 To take part in the event is at your own risk. We shall be liable within the framework of the legal regulations to the extent that damages are covered by our liability insurance. The liability amount shall be € 3.000.000,-- in case of personal injury, € 2.000.000,-- in case of personal injury of a single person, € 1.000.000,-- in case of property damage and € 100.000,-- in case of pecuniary loss.
11.6 We shall not be liable for third-party services as well as thus caused damages, accidents, losses, theft and other irregularities as far as we act only as intermediary.
11.7 If there shall be a transport on both regular and charter services within the course of an event or additionally to the event this fact shall be considered as third-party service. We shall not be liable even if our employees take part in this performance.
11.8 If our employees shall not be able to perform the event on the agreed date due to the act of God, ill health, accident or any other prevention which they haven’t caused we are obliged to appoint another employee or reschedule the date. Indemnification claims of the client shall be excluded.
12. Notice of defect
12.1 If the client does not report any existing, serious defects within five days after performance the business shall be considered as transacted.
12.2 If the client questions the whole service we rendered this defect shall be proofed by a third-party expertise.
12.3 If a complained is filed we shall have the right of subsequent improvement. In case this subsequent improvement is not demonstrably successful the client shall have the right to claim the reduction of the purchase price or right of conversion. In any case the liability shall be limited to the appropriate order. We shall not be liable for any claims which are not based on the infringement of copyrights or on the claims by third parties.
13. Severability clause
If any provision of these general terms and conditions is or become invalid this shall not effect the validity of the other provision hereto. Instead of the invalid provision a provision hereto shall come into force which is applicable to the law and which meets most closely the interest of both contracting parties.
14. Applicable laws
The laws of the Federal Republic of Germany shall apply exclusively to the legal relationship. In case of divergent interpretations of German and English texts, the German text shall prevail.
15. Place of performance and place of jurisdiction
Place of performance shall be the appropriate chosen place where the event takes place.
The place of jurisdiction for all disputes which may arise between us and the client shall be the local court of Remscheid.