General Terms and Conditions for the Use of EXPO-IP
The contract software supports customers in organising virtual trade fairs and digital events and can be used by the customer and the participants in virtual trade fairs or digital events via a web browser. Against this background, the contracting parties conclude the following agreement.
2.1 "Deviating Authorized User" means a natural or legal person who may be authorized to use the Software by express agreement between Provider and Customer. The authorization presupposes further licensing by the Customer, who remains the sole contractual partner of the Provider.
2.2 "Order Form" means an online form or a form in printed form or PDF form which the Provider makes available to the Customer and via which the Customer can submit its binding contractual offer to conclude a contract in accordance with these Terms and Conditions.
2.3 "Agreement" or "Agreement" means this Agreement, which includes any Order Form and the Product Description, in which further information about the features of the Software is available.
2.4 "Affiliate" means any company or business entity that is controlled by or controls or is subject to joint control with a party to this Agreement. As used herein, "Control" means direct or indirect ownership of more than fifty percent (50%) of the voting shares of a company or, in the absence of ownership of more than fifty percent (50%) of the voting shares of such company, the ability to exercise influence to determine or direct, directly or indirectly, the management and policies of such company. For the avoidance of doubt, holding companies, parent companies, sister companies and subsidiaries are considered to be affiliated companies.
2.5 "Content" means all content that Customer processes in the Software, including but not limited to data in the form of text, dynamic or static website elements, images, other media or hyperlinks.
2.6 "Attendee" means any person participating in a virtual trade show or digital event, whether as a visitor or as an exhibitor.
2.7 "Authorized User" means a person who is authorized to have access to the administrative level of the Software that allows the Software to be customized for the purposes of the virtual trade show or digital event planned by Customer and to conduct the event. Authorized User may be (i) the Customer itself, if the Customer is a natural person, or (ii) if the Customer is a legal entity, an (a) employee and/or (b) contractor of the Customer who has been given access to the Software on behalf of the Customer in the course of providing services to the Customer in order to customize the Software for the Customer's purposes or to provide services in the course of conducting the Event.
2.8 "Commencement Date" means the date on which this Agreement commences.
2.9 "Period of use" means the time for which the customer is entitled to hold events during the term of the contract.
2.10 "Software" means the software product defined in the product description at https://www.expo-ip.com/produktbeschreibung/ with the features agreed in this Agreement. The software is offered exclusively as standard software. The Provider is entitled to extend or supplement the scope of functions at any time.
3. conclusion of contracts
When concluding a contract via an online form, the customer's click on a button with the description ""Order now subject to payment" or a description with corresponding meaning constitutes the customer's binding contractual offer to conclude a contract with the provider in accordance with the provisions of this agreement. The provider is then entitled, but not obliged, to accept this offer. The acceptance is declared by e-mail.
4. access data and licence scope
4.1 After conclusion of the contract, the customer shall receive access to login data with which he can adapt the software for the purposes of the planned events.
4.2 The Provider grants the Customer a non-exclusive, worldwide right to use the software during the term. Events may only be held during the agreed period of use.
4.3 The customer may use the software for any number of participants.
4.4 The period of use can be started by the customer at any time during the term within the software.
4.5 The license may only be sublicensed to affiliated companies of the customer within the meaning of §§ 15 AktG. Any other transfer, assignment or sublicensing is not permitted.
5. duties of the customer
5.1 The customer is obligated to carefully store the login data provided and not to provide it to anyone other than the authorized users. The customer is also obliged to oblige the authorised users to store the login data carefully and to prohibit them from giving the login data to third parties.
5.2 The Customer shall notify the Provider immediately of any errors occurring in the Software and shall support the Provider in investigating and eliminating the error to the extent reasonable. This includes, in particular, submitting defect reports to the Provider in writing or text form at the Provider's request and providing other data and protocols that are suitable for analysing the error.
5.3 The Customer must observe all relevant legal provisions when using the software, in particular when posting the information. In particular, the customer is obliged to appear clearly recognizable to the outside world as the organizer of the events, to create a legally compliant imprint and to inform the participants about the handling of personal data in accordance with Art. 13, 14 DSGVO.
5.4 The Provider shall only check information posted by the Customer or by participants for legal admissibility if a third party asserts against it that its own rights have been infringed by posted information. In this case, the Customer shall indemnify the Provider against all claims of third parties upon first request. Irrespective of this, the Provider is entitled to remove content that has been substantiated by third parties to the Provider as being illegal.
5.5 Templates provided by the Provider may only be used within the expo-IP software. Use for the Customer's advertising materials, websites or flyers is permitted, provided that the advertising relates exclusively to the event to be carried out with the expo-IP platform. With regard to the granting of rights, clause 9 shall apply accordingly.
5.6 The Customer is obliged to ensure that the data collected via the Software is properly backed up outside the Provider's systems.
5.7 The Customer is obliged to provide only true information in the order form and to inform the Provider in the event of a change in specified circumstances.
6. user manual / support and service level
6.1 Instead of a user manual, the Provider shall provide the Customer with information on the use of the software in the form of training videos and online documentation on the website.
6.2 The customer shall receive assistance by telephone or e-mail in the event of faults in the software and operating problems.
6.3 The Provider owes an availability of 99.5% related to a calendar month. Available means that the use of the software is possible or impossible for reasons beyond the control and responsibility of the Provider.
6.4 Non-availability during a maintenance window shall not be taken into account when calculating the contractual availability. Maintenance windows can generally be used by the Provider between 22:00-1:00 CET for a total of 6 hours per calendar month to perform maintenance work. Maintenance work shall generally be announced at least 7 days in advance. In addition, the Provider is permitted to use an unannounced maintenance window a maximum of twice per calendar year. Unannounced maintenance windows take place exclusively in the night from Thursday to Friday between 22:00-1:00 CET.
7.1 The Customer undertakes to pay to the Provider the fee agreed in the offer plus the statutory value added tax applicable at the time.
7.2 The Provider shall send the Customer an invoice for the contractually owed fee after conclusion of the contract. The invoice shall be sent exclusively in electronic form.
7.3 The remuneration is to be paid in advance for the entire term of the contract within 10 days of invoicing, unless otherwise agreed.
8. secrecy and data protection
8.1 The parties agree to maintain confidentiality about confidential information. This obligation shall continue for a period of 2 years after termination of the contract.
8.2 Such confidential information shall be exempt from this obligation,
(a) which were demonstrably already known to the recipient at the time the contract was concluded or subsequently become known to it from a third party, without any confidentiality agreement, statutory regulations or official orders being violated as a result;
(b) which are public knowledge at the time of the conclusion of the contract or are made public thereafter, insofar as this is not due to a breach of this contract;
(c) which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to oppose the disclosure.
8.3 The parties shall only grant access to Confidential Information to consultants who are subject to professional secrecy or who have previously been imposed obligations corresponding to the confidentiality obligations of this Agreement. Furthermore, the parties will only disclose the Confidential Information to those employees who need to know it for the performance of this Agreement and will also oblige these employees to maintain confidentiality to the extent permitted by employment law for the time after their departure.
8.4 Content posted via the software is the sole property of the customer and will be deleted at the end of the contract unless otherwise agreed.
8.5 The Customer is the responsible party for the personal data of trade fair participants and exhibitors within the meaning of the applicable data protection law. For the use of the software in conformity with data protection law, the Provider offers the Customer the contracts on commissioned processing which can be downloaded from the Provider's website and which are to be signed by the Customer if required and submitted to the Provider. The Provider is entitled to delete the data stored in the Customer's account at the time of the end of the period of use after 30 days following the end of the period of use, unless an extension of the storage period has been agreed in writing or in text form. Furthermore, the Provider is entitled and obligated to store data stored at the time of the end of the contract for a further 30 days after the end of the contract in order to be able to transmit this data to the Customer upon request, unless the Provider receives different instructions from the Customer for earlier deletion. Upon expiry of this 30-day period, the data will be deleted.
9. rights of use
9.1 The provider is and remains the sole and exclusive holder of rights to all intellectual property rights existing in the software as well as to the EXPO-IP trademark and to any domains that have been transferred for use.
9.2 The Customer shall not be granted access to the source code. Decompilation and reverse engineering of the software are generally not permitted and the Partner is only permitted to the extent that German copyright law expressly permits such actions.
9.3 The Provider grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the Contract Software on the Provider's systems against payment for the term of this Agreement. The contractual software shall not be transferred to the customer.
9.4 If, in the context of the conclusion of the contract, an authorized user deviating from the customer is expressly designated, the customer shall be entitled and obligated to continue licensing to this authorized user. The customer is not entitled to sublicense to third parties other than the agreed different authorised user. When concluding contracts for further licensing, the customer is obligated to ensure that the deviating authorized user is not contractually promised more rights than he receives from the provider on the basis of this contract. Only the customer remains entitled to support. The customer itself is only entitled to use the software in the interest of the deviating authorised user in accordance with 2.7 (ii) b).
9.5 Clause 4.5 shall remain unaffected by clauses 9.3 and 9.4.
9.6 The Customer shall also be granted a right of use to the contractual objects which the Provider provides to it within the scope of its maintenance obligations under this contract. If the Customer uses contractual objects that are to replace earlier ones, the right of use to the replaced contractual object shall expire.
9.7 Insofar as a dedicated domain or a dedicated subdomain is provided for the End Customer and/or the Partner, such provision shall only be made for the term of the contract.
10.1 Specifications and performance data in public statements, in particular in advertising material, are not quality data. The functionality of the software is initially based on the description in this contract including its appendices. Apart from that, the software must be suitable for the use assumed under this contract and otherwise have a quality that is customary for software of the same type.
10.2 The Customer shall support the Provider in the determination of the defect and the elimination of the defect and shall grant the Provider access to the documents from which the more detailed circumstances of the occurrence of a possible defect result.
10.3 Any warranty claims for defects shall expire after 12 months.
11. limitation of liability
11.1 The following provisions on the liability of the Provider shall apply to all claims for damages and cases of liability, irrespective of the legal grounds on which they are based (e.g. warranty, delay, impossibility, breach of duty in contractual or other obligations, existence of an impediment to performance at the time of conclusion of the contract, breach of duties of consideration, tort, etc.) except for:
(a) Claims of the customer for damages arising from injury to life, body and health,
(b) Rights and claims of the customer in the event of fraudulent concealment of a defect by the supplier or due to the absence of a quality for which the supplier has assumed a guarantee,
(c) claims and rights of the customer based on intentional or grossly negligent conduct of the provider itself, their legal representatives or vicarious agents as well as
(d) claims of the customer under the Product Liability Act.
For the above-mentioned exceptions, the legal regulation remains valid.
11.2 In the event of damage caused by slight negligence, the Provider shall only be liable in the event of a breach of material obligations by its legal representatives or vicarious agents and then only limited to compensation for the typical damage foreseeable by the Provider at the time of conclusion of the contract. In all other respects, liability on the part of the Provider is excluded in the event of damage caused by slight or simple negligence.
11.3 Insofar as the Provider is liable in accordance with Section 11.2 above, the liability towards the Customer is limited to EUR 500,000 per case of damage. If a higher damage is imminent, the customer shall draw the provider's attention to this in good time.
11.4 The customer's claims for damages shall become statute-barred after one year beginning with the end of the year in which the claims arose and the customer became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware without gross negligence. Irrespective of the knowledge or grossly negligent ignorance, the claims shall become statute-barred five years after they arose and irrespective of their origin and the knowledge or grossly negligent ignorance ten years after the commission of the act, the breach of duty or the other event triggering the damage (maximum period).
12. duration of the contract and period of use
12.1 In principle, the contract begins with the conclusion of the contract and has a term of 12 months, unless otherwise stated in 12.2.
12.2 If the customer starts the period of use within the term according to 12.1, the term of the contract ends, in deviation from section 12.1, with the expiry of the period of use.
12.3 The Customer may extend the period of use to a longer period of use at the earliest three months before the expiry of the contract period and at the latest 30 days after the expiry of the contract period by declaration to the Provider in text form or in writing.
12.4 Each ordered license can be used during the term exclusively for the respective agreed period of use. The period of use can be freely selected and independently started by the customer after conclusion of the contract.
12.5 The term ends in principle with its expiry and can be extended for a further term at the earliest three months before expiry. The right to terminate for good cause remains unaffected by the provisions of this section. The termination must be in writing in order to be effective. The text form is sufficient for the written form in this respect.
13. reference designation
The Provider is entitled to name the Customer including the company name and logo for reference purposes on the Provider's website as well as in online and offline marketing materials such as flyers and product presentations.
14. final provisions
14.1 Each contracting party shall bear its own costs incurred in connection with this contract and its execution, including the costs of its consultants.
14.2 German law shall apply to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods.
14.3 For all disputes arising from or in connection with this contract (including those concerning its validity), the courts of Darmstadt shall have exclusive jurisdiction in the first instance.
14.4 Amendments and supplements to this contract as well as a waiver of a right arising from this contract must be made in writing or in text form in order to be effective. This also applies to the waiver of the written form requirement or the text form requirement.
14.5 If any provision of this Agreement is invalid or unenforceable in whole or in part or subsequently loses its validity or enforceability or if a loophole becomes apparent, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or in order to fill the loophole, the parties undertake to agree on an appropriate provision which, as far as legally permissible, comes as close as possible to what the parties intended or would have intended in accordance with the meaning and purpose of the contract if they had known of the invalidity or loophole. If the ineffectiveness or impracticability of a provision is based on a measure of performance or time (deadline or date) stipulated therein, the legally permissible measure that comes closest to the provision shall be agreed. It is the express intention of the parties that this clause does not result in a mere reversal of the burden of proof, but that § 139 BGB is waived in its entirety.
Status: January 2021