General Terms and Conditions of Spreefreunde
1. 1 General
1.1 The General Terms and Conditions apply to project planning services provided by Spreefreunde to its customers. Spreefreunde objects to any general terms and conditions of the customer.
1.2. The customer commissions Spreefreunde with the planning, implementation and support of an event or marketing service. Spreefreunde provides the contractual service as agreed between itself and the customer. The customer undertakes to pay the agreed remuneration to Spreefreunde. The amount of the remuneration is specified in the order confirmation.
1.3 The customer authorises Spreefreunde to subcontract the provision of its contractual services to third parties. Spreefreunde acts as general contractor. Spreefreunde concludes contracts with subcontractors.
2. 2 Implementation of the contractual services
2.1 Contractual services are provided at all times in close consultation with the customer. Spreefreunde informs the customer about the status of the project planning.
2.2 The customer shall notify any reasonable change requests without delay. The change requests shall be notified in text form.
2.3 The customer shall bear the costs of the desired subsequent changes. Spreefreunde expressly draws the customer’s attention to the fact that changes may lead to the postponement of binding and non-binding delivery dates and deadlines. Spreefreunde shall not be responsible for these delays.
2.4 The customer shall ensure that all acts of cooperation of the customer or its vicarious agents that are necessary and/or agreed when placing the order are provided in good time, to the required extent and free of charge.
2.5 If the customer fails to perform a required act of cooperation and the customer is in default of acceptance as a result, Spreefreunde may demand reasonable compensation from the customer. The amount of compensation is determined by the duration of the delay and the amount of the agreed remuneration. The expenses saved by Spreefreunde or other income of Spreefreunde shall be taken into account when determining the amount of compensation. The expenses saved by Spreefreunde or other income of Spreefreunde shall be taken into account when determining the amount of compensation.
2.6 We would like to point out that we also charge VAT in accordance with Section 25 of the VAT Act (UstG) (margin taxation) in the case of using advance travel services in business transactions. We are forced to do so due to the changed legal situation. A travel service exists if a bundle of individual services is provided by us which includes at least one transport or accommodation service.
3.1 The customer undertakes to pay Spreefreunde the fixed remuneration as well as the remuneration resulting from the annexes plus the respective statutory VAT. Payment shall be made to the Spreefreunde business account. Spreefreunde issues an invoice to the customer.
3.2 Spreefreunde is entitled to invoice the customer for variable costs after prior authorisation by the customer. These include, in particular, travel expenses, travel costs, overnight stays at hotels etc.
3.3 Travel costs include: flight costs in the economy class for flights within Europe, flight costs in the business class for intercontinental flights or flights with a flight time of more than six hours, Deutsche Bahn travel costs for second-class train journeys, travel expenses and hire of a compact class vehicle, whereby Spreefreunde is entitled to hire an intermediate class hire car for journeys of two hours or more.
3.4 For overnight stays, Spreefreunde is entitled to hire a hotel room in a four-star hotel. The customer shall bear the expense costs in accordance with the general maximum tax rates.
3.5 For overnight stays, Spreefreunde is entitled to hire a hotel room in a four-star hotel. The customer shall bear the expense costs in accordance with the general maximum tax rates.
3.6 Services not included in the offer are provided for a separate fee.
3.7 The remuneration is payable in instalments.
3.8 The first instalment of 75% of the total amount is due 14 days after the conclusion of the contract. If payments are not received by the agreed date, Spreefreunde reserves the right to cancel orders already placed after issuing a written warning and setting a reasonable deadline for payment.
3.9 A final invoice shall be issued after the event has been held. It shall contain all outstanding invoice items. The final invoice is due for payment ten days after the invoice date.
4.1 Spreefreunde shall only be liable for damage to persons or property caused by employees or agents of Spreefreunde in the event of negligence or wilful misconduct, unless this is contrary to mandatory statutory provisions.
4.2 The operational and personal risk for the proper organisation of the event as well as full liability for the safety of the agents of Spreefreunde and its own and hired equipment shall be borne by the customer. Spreefreunde accepts no liability for damage of any kind caused by visitors. Shrinkage, glass breakage and any costs incurred as a result of damage to the premises, rooms or underground cables caused by the installation of stages, exhibition stands, tents etc. shall be borne by the customer. The same applies in the event of damage to equipment hired by Spreefreunde . The customer undertakes to take out an event liability insurance in a sufficient amount and to provide evidence of this to Spreefreunde upon request.
4.3. Insofar as the opportunity to participate in sporting activities, competitions etc. (e.g. canyoning, river rafting, bungee jumping, kite surfing, diving, climbing, bouldering, karting, clay pigeon shooting etc.) is offered as part of the event, attention is drawn to the usual dangers inherent in the nature of the event. Participation in such activities is at one’s own risk. Spreefreunde and the service providers involved are only liable for ensuring that they do not intentionally or grossly increase the risk inherent in the activity.
4.4 In the event of culpable non-fulfilment of the contract or culpable breach of contract, Spreefreunde shall only be liable up to the maximum of the agreed fee. The assertion of further claims for damages against Spreefreunde is therefore excluded. Spreefreunde shall not be obliged to implement the event if there is a culpable breach of contract by the customer.
4.5 Insofar as Spreefreunde concludes contracts with third parties in fulfilment of this contract on behalf of the customer, the activity in accordance with the order shall be limited to the selection of the relevant contractual partner and the conclusion of the relevant contract in compliance with the limits set out in this contract. In particular, Spreefreunde is not obliged to monitor the implementation of such contracts itself. Such third parties commissioned by the customer shall not be vicarious agents of Spreefreunde in the relationship of Spreefreunde to the customer.
4.6 Spreefreunde shall not be liable for loss of profit, loss of savings or other indirect or direct consequential damages.
4.7 Neither shall Spreefreunde be liable for damage caused by non-compliance with the instructions given to the customer. This also applies in the event that the customer does not comply with the conditions of use. If Spreefreunde remedies defects for which it is not liable, the customer shall pay for this remediation at the applicable rates.
4.8 No liability is accepted for defective deliveries or services provided by external companies engaged on the instructions of the customer, unless it can be proven that Spreefreunde has wilfully or grossly negligently breached its duty of care in monitoring the external companies. If necessary, the customer may demand the assignment of the claims of Spreefreunde against external companies.
4.9 Unless otherwise agreed, Spreefreunde shall not be liable for items brought in by the customer, unless Spreefreunde has caused the damage or destruction of the items through wilful intent or gross negligence.
4.10 The limitation of liability shall apply to the same extent to the vicarious agents of Spreefreunde.
5.1 The customer shall notify Spreefreunde of any defects immediately.
5.2 The customer may demand from Spreefreunde that all defects reported be remedied within a reasonable period of time. The duration of the period depends on the type of defect. Spreefreunde shall have the right to refuse to remedy the defect if the costs of remedying the defect are economically disproportionate in comparison to the defect itself.
5.3 The customer has the right to cancel the project planning contract after a reasonable period of time. The cancellation must be declared to Spreefreunde . In the event of cancellation, the customer shall compensate Spreefreunde for the deterioration in value and loss of profit. The amount of compensation for lost value shall be based on the amount of the agreed remuneration and the production costs incurred in accordance with the progress of the respective project. In the event of cancellation by the customer, Spreefreunde may demand reasonable compensation for the arrangements made, including loss of profit and its expenses. Instead of the specific calculation of compensation for the cancellation, Spreefreunde may assert the following flat-rate claim for cancellation charges, taking into account the expenses usually saved. The flat-rate cancellation costs are as follows:
· up to three months before the start of the event, 50% of the agreed agency fee;
· up to six weeks before the start of the event, 75% of the agreed agency fee;
· up to two weeks before the start of the event, 90 % of the agreed agency fee;
The basis of calculation is the fee agreed with the client plus VAT less expenses saved (travel expenses, overnight stays, meals etc.). The customer is at liberty to prove that no or lower costs were incurred in connection with the cancellation than the costs stated by Spreefreunde as the flat rate. In addition, in the event of cancellation by the customer, Spreefreunde shall be entitled to all costs of external companies, cancellation charges etc. incurred in connection with the contract up to the time of withdrawal.
5.4 If the customer does not accept the service of Spreefreunde without good cause despite a declaration of completion or if the customer does not fulfil its payment obligations or does not fulfil them properly, Spreefreunde shall, after setting a reasonable grace period, be released from its obligation to provide services and may claim damages for non-performance.
5.5 The customer may demand a reduction in payment after the reasonable period of time to remedy the defect has expired. The customer shall declare the reduction to Spreefreunde .
6. Digital/hybrid implementation of the event
6.1 The parties agree that in the event of problems that make it impossible to implement the live part of the planned event, e.g.:
· legal prohibitions;
· an official order,
which prohibit the events and/or gatherings of people for the intended period of the event, the live parts of the event shall be transformed into hybrid and/or digital elements by Spreefreunde with the same remuneration. If such a situation arises, Spreefreunde shall take all measures to ensure that the customer does not incur any unnecessary additional costs and shall inform any involved third-party companies immediately.
6.2 Spreefreunde shall inform the customer if the transformation to a hybrid and/or digital production of the event leads to additional costs. If approved by the customer, the communicated additional costs are to be borne by the customer. If any agency costs and/or third-party costs are saved through digitalisation, Spreefreunde will pass these savings on to the customer.
6.3 Events which, in the opinion of both contracting parties, are designed in such a way that they can only take place or make sense as live events (e.g. promotional campaigns, live festivals, incentive trips, vehicle events etc.) may be cancelled in the cases specified in Section 6.1. In this case, the customer must only bear the costs already incurred by Spreefreunde up to the time of cancellation (e.g. planning costs, cancellation costs etc.).
7. Prohibition of set-off/assignment
7.1 Offsetting by the customer against a claim by Spreefreunde is excluded. This does not apply if the claim is undisputed or has been definitively legally determined.
7.2 The rights of the customer arising from this contractual relationship are only transferable with the prior consent of Spreefreunde.
8. Confidentiality obligation/data protection
8.1 The contracting parties mutually undertake to maintain confidentiality, even after termination of the contractual relationship, about all internal business matters which have been entrusted to them or have become known to them through their activities. These are considered trade secrets within the meaning of Section 2 (1) of the German Trade Secrets Protection Act (GeschGehG).
8.2 The duration of the duty of confidentiality extends beyond the duration of the contractual relationship.
8.3 It should be noted that personal data, whether it originates from Spreefreunde itself or from third parties, is processed within the meaning of the EU GDPR as part of the business relationship or in connection with it. Spreefreunde refers to its data protection guidelines. These can be found at https://www.spreefreunde.com/datenschutz.
9.1 Unless expressly agreed otherwise, all industrial property rights (copyrights and ancillary copyrights, trademark rights, competition law ancillary copyrights, patent rights) arising for Spreefreunde or third parties commissioned by Spreefreunde (even on behalf of the customer) in connection with the services to be provided, shall remain exclusively with Spreefreunde . The transfer of the rights of use and exploitation requires a written agreement and always applies only to the specific event. Changes to concepts, designs etc. may only be made by Spreefreunde or persons expressly authorised for this by Spreefreunde .
9.2 The customer is only entitled to use the concepts, drafts etc. of Spreefreunde for its own purposes in accordance with the contract; reproductions are only permitted with the express prior consent of Spreefreunde. Print templates, working films and negatives produced by Spreefreunde or on its behalf shall remain the property of Spreefreunde, even if the customer is charged for them.
9.3 The rights of use to designs rejected or not executed by the customer shall remain with the authors. If the customer uses concepts that represent or contain an intellectual, artistic or other creation of Spreefreunde or third parties commissioned by Spreefreunde outside or after termination of this contract, a separate fee agreement shall be concluded on reasonable terms. The request for use from the customer must be communicated in advance and approved by Spreefreunde.
9.4 With regard to the execution of orders according to the specifications or documents provided by the customer, the customer shall guarantee that the production and delivery of the services executed according to his specifications and documents do not infringe the property rights of third parties. Spreefreunde is not obliged to verify whether the information or documents provided by the customer for the provision of the service infringe or may infringe the property rights of third parties. The customer undertakes to immediately indemnify Spreefreunde against all possible claims for damages by third parties and to pay for all damages arising from the infringement of property rights and, if requested, to make advance payments.
9.5 Spreefreunde is entitled to record the event and to use the recording together with background information about the project for the purposes of documentation and its own PR. Spreefreunde may refer to its company in a suitable manner on the contractual products with the consent of the customer. The customer may only refuse consent if he has an overriding interest in doing so.
10. Organiser of the event
10.1 The organiser of the event shall be the customer. As the organiser, the customer assumes responsibility for all matters relating to liability towards anyone. Spreefreunde is only the organiser if this has been expressly agreed in writing in the contract.
10.2 The customer shall immediately provide Spreefreunde with all information necessary for the fulfilment of the order. Spreefreunde shall not be liable for delays resulting from a lack of cooperation on the part of the customer.
10.3 The customer warrants that the data provided is correct and complete; the customer must immediately notify Spreefreunde in writing of any changes to personal data or essential contractual information.
10.4 Unless otherwise agreed in an individual contract, the customer is responsible for an adequate safety and hygiene concept.
10.5 Unless otherwise agreed in an individual contract, the customer undertakes to obtain all approvals, permits and registrations that may be required for his event in accordance with the applicable regulations, and to do so by his own means and at his own expense and in good time, and to fulfil the obligations imposed on him at his own expense.
10.6 The customer shall comply with the provisions of federal and state laws in the respective applicable version. In particular, he must ensure that the requirements of the construction inspectorate, the fire brigade, the public order office and the local regulatory authorities are strictly observed. The customer shall observe and comply with the provisions of the construction regulations, the Regulations on Places of Assembly (VStättVO) or Special Construction Regulation, the Youth Protection Act and all other legal provisions in connection with the event.
10.7 The customer undertakes to take out organiser’s liability insurance for personal injury, property damage and financial loss for the day of the event and to present it to Spreefreunde on request.
11. Exclusivity of the commission
The customer commissions Spreefreunde exclusively to the planning and implementation of the project. Spreefreunde is entitled to terminate the project on an extraordinary basis without notice in the event of a breach of this obligation by the customer.
12. Other charges
Should GEMA (Society for Musical Performing and Mechanical Reproduction Rights)/KSK (Social Security Insurance for Artists and Writers) fees become due during the implementation of the event, these shall be paid by the customer. The latter also undertakes to make the relevant registrations, unless otherwise agreed in writing.
Spreefreunde and the customer designate Berlin as the place of jurisdiction.
14. Choice of law
With regard to all claims and rights arising from this contract, the law of the Federal Republic of Germany and the EU (German Civil Code (BGB), German Commercial Code (HGB), EU GDPR) shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Any amendments or additions to the contract must be made in writing. This also applies to a waiver of the agreed written form.
16. Severability clause
Should individual provisions of this agreement be invalid, the remaining provisions shall remain in full force and effect. In the event of the invalidity of a provision, a regulation shall be used which comes closest to the original provision in terms of its economic purpose.
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