A. General Terms and Conditions
All goods and services, proposals and other contractual activities of SOCIAL CREATIVE GUEST GmbH – hereinafter referred to as S.C.G. – are strictly subject to these Terms and Conditions.
These shall also apply to all future business relationships, even if not explicitly agreed as such. These Terms and Conditions shall be deemed accepted at the latest with the submission of a written order.
The General Terms and Conditions can be viewed on the website www.social-creative-guest.de. Upon request, a written copy of the Terms and Conditions can be provided via email.
Any differing General Terms and Conditions of the customer shall not be valid. They shall not apply even if not explicitly objected to by S.C.G.. Any confirmations of the buyer or contractor stipulating their own business or purchasing terms and conditions shall hereby be objected.
§ 1 Conclusion of Contract
(1) All contracts concluded between S.C.G. and the customer shall principally only come into effect upon explicit acceptance by S.C.G.. All S.C.G. proposals shall be non-binding.
(2) The scope of contractual performance obligations is strictly subject to the description of performance obligations provided by S.C.G. and / or the details of the contract confirmation. All subsidiary agreements altering the scope of contractual performances shall require the written form. Any permits and licences must be provided by the customer, unless otherwise agreed.
(3) S.C.G. and the customer undertake to inform one another immediately of any performance variations or deviations.
(4) S.C.G. shall be permitted to commission third parties for the fulfilment of their contractual performance obligations, provided that this is in the interest of the customer and within the budget agreed between the contracting parties. Unless otherwise agreed, the commissioning of third parties shall be in the name and for the account of S.C.G. GmbH. Except for the event of early withdrawal pursuant to § 4, S.C.G. shall not be liable to account for performances rendered by third parties on their behalf, or provide any invoices of the commissioned parties.
§ 2 Prices
(1) All prices shall be net plus applicable statutory Value Added Tax, unless explicitly declared as gross prices.
(2) Standard prices quoted by S.C.G. shall only include the contractual performances. All auxiliary costs, in particular any costs of contract fulfilment incurred by S.C.G., such as fees (e.g. PRS for music), charges, permits and other official pre-requisites, costs for security measures, copyright and neighbouring rights, artists’ social fund contributions etc. shall be carried by the customer, unless otherwise agreed in writing.
(3) Any performances not included in the proposal delivered at the customer’s request, additional expenses incurred due to the provision of incorrect information by the customer, transport delays through no fault of S.C.G. or due to non-compliance with deadlines and technical standards of preliminary work provided by third parties unless employed by S.C.G. within the meaning of §278 Civil Code, shall be billed to the customer in accordance with the applicable rates of remuneration by S.C.G..
(4) Any performances regarding the implementation of the event not subject of the confirmation of S.C.G. but delivered at the customer’s short-notice verbal or written request, or any other performances essential for the implementation of the event, shall also be billed to the customer in accordance with the agreed rates of remuneration by S.C.G..
§ 3 Payment Terms
(1) S.C.G. shall be entitled to bill each performance immediately upon delivery or in accordance with § 3 Para. 2. Invoiced amounts shall be payable within seven days of receipt of the invoice, unless otherwise agreed.
(2) Payment shall be deemed received as soon as the amount becomes fully available to S.C.G.. In the event of default payments, we shall be entitled to charge default interest to the amount of 9% above the current discount rate of the German Federal Bank. Bills of exchange and cheques shall only be accepted on account of performance, and payment shall only be deemed received at the time of deposit. Discount and collection charges shall be at the expense of the customer. We assume no liability for submission in good time.
(3) S.C.G. shall be entitled to request the following advance payments to cover their expenses:
- up to 50% of the agreed remuneration at conclusion of the contract („1st advance payment invoice“) and
- up to 50% of the agreed remuneration no later than 14 days prior to the first day of the event.
Advance payments within the meaning of this Para. 2 shall be due for immediate payment, § 3 Para. 1 Clause 2 shall therefore not apply.
(4) Deductions of any description shall be excluded. Deposits shall not earn any interest. S.C.G. shall be exempt from their performance obligations in the event of the customer’s failure to deliver a due performance.
(5) In the event of default payments, S.C.G. shall have the right of extraordinary termination after expiry of a reasonable grace period. S.C.G. shall be entitled to bill the respective expenses in accordance with §4.
(6) The customer shall have the right to set off legally determined receivables only. The customer shall only be permitted to exercise his right of retention with respect to such legally determined receivables.
§ 4 Cancellation / Withdrawal Fees
(1) The customer shall be permitted to withdraw from the contract until 14 days prior to the agreed commencement of performance. Commencement of performance is the first day of the event.
(2) Notice of withdrawal must be given in writing. The effective date for calculation of the notice period is the date of receipt of the withdrawal notice by S.C.G..
(3) In the event of the customer’s withdrawal from the contract, the customer must reimburse any direct expenses incurred prior to the date of withdrawal and remunerate any performances delivered by S.C.G. prior to the date of withdrawal, unless otherwise agreed. Direct expenses shall include e.g. planning and organisation expenses, grounds / venue rental and implementation costs (personnel, catering, etc.), and shall be reimbursed to an extent that cannot be retrieved by S.C.G.. Withdrawal costs shall be determined in consideration of saved expenses. The right to provide evidence of higher expenses shall be reserved, whereby the customer’s liability shall be limited to the agreed price.
(4) Withdrawal costs pursuant to §4 Para. 3 shall not apply to performances delivered by S.C.G. in conjunction with the letting of objects. In the event of withdrawal from such contracts, the customer shall pay a standard lump sum of 30% of the agreed price.
(5) The customer may provide evidence of lower costs and expenses, lower profits and/or higher actual savings on the part of S.C.G., whereby the onus of proof shall be on the customer.
§ 5 Acceptance of Performances
(1) The acceptance of a performance shall take place immediately after its delivery. This also applies to partial performances, in particular in relation with drafting and structuring tasks, including after notice of completion or receipt. If acceptance has not taken place, S.C.G. shall have the right to set a reasonable deadline for the customer to submit his acceptance. After unsuccessful expiry of this deadline, the respective performance shall be deemed accepted. The customer shall have the right to refuse his acceptance giving justified reasons.
(2) Should S.C.G. be unable to deliver a performance due to the fault of the customer, S.C.G. must notify the customer accordingly. The performance risk shall transfer to the customer upon receipt of such notification; at that time, the performance shall be deemed delivered and the customer shall forthwith be liable in accordance with §§ 293, 300 Civil Code.
§ 6 Termination
(1) Should the event be significantly hampered, endangered or compromised due to circumstances unforeseen at the time of conclusion of the contract, or due to non-attributable higher force (e.g. material procurement difficulties, operational disruptions, strike, lockout, unexpected official orders etc.), both S.C.G. and the customer shall have the right to terminate the contract. In case of termination of the contract, S.C.G. shall have the right to request compensation for performances delivered to an amount deemed reasonable by both parties, however, no less than the amount stipulated pursuant to §4 Para. 3 No. 1 and No. 2.
(2) The right of extraordinary termination for exceptional reasons shall remain unaffected.
§ 7 Liability / Compensation
(1) Within the framework of the duty of care in business, S.C.G. shall be responsible for the diligent preparation of performances, careful selection and supervision of service providers as well as due delivery of contractual performances.
(2) S.C.G.’s overall liability for damage compensation towards the customer shall be limited to the agreed remuneration of S.C.G, provided that, in the event of harm to life, body or health, the damage was not caused by negligence or wrongful intent, or in all other cases, the damage was not caused by gross negligence or wrongful intent on the part of S.C.G.. This shall not apply in the event of breach of a main performance obligation or obligations, which a party relies upon to a significant degree.
(3) S.C.G. and the customer shall agree that the use of performances delivered by S.C.G. shall be at the customer’s own risk.
(4) With respect to performances of S.C.G., which represent an increased risk, S.C.G. shall have the right to request signing of special liability conditions. S.C.G. undertakes to offer a higher liability sum at the customer’s request by arranging or acting as an agent regarding liability insurance, provided that the risks are insurable. In this event, the premiums for the increased insurance policy shall be reimbursed to S.C.G. as expenses.
(5) For performance defaults where S.C.G. has merely acted as an agent for an external service (e.g. facilitation of tickets) clearly declared as a third party performance, S.C.G. shall – even in case of attendance of the event as a contact person – only be liable for diligent selection of the service and if applicable, instructions given to the commissioned third party, provided that the third party is not classified a subcontractor within the meaning of §278 Civil Code. The customer shall be permitted to assert a respective claim S.C.G. may have against the third party directly; S.C.G. shall confer upon the customer all such claims against third parties and undertake to complete all actions required in this respect.
(6) Insofar as S.C.G. is to propose and deliver performances to third parties by order of the customer (i.e. persons included in the customer’s sphere of activity such as the customer’s subcontractors, guests or similar), the customer shall indemnify S.C.G. from any and all liability towards the third party, provided that the liability exceeds the limits specified in § 7 Para. 2.
(7) S.C.G. shall assume no liability for materials, equipment and seats provided by the customer or a third party for implementation of the event. The customer shall indemnify S.C.G. from any and all liability towards the customer or event participants.
(8)S.C.G. shall not be liable for any personnel deployed under the instruction of the customer, provided that the damage caused can be attributed to this subordinate relationship.
(9) S.C.G. shall assume no liability for traffic-related transport delays, unless caused by gross negligence or wrongful intent on the part of S.C.G..
§ 8 Rent
Insofar as S.C.G. shall lease or lend items of any description, the customer shall be liable for any loss, damage or other detriment to the substance or purpose of the leased or borrowed items. Any compensation claims asserted by S.C.G. shall be based on the replacement value. S.C.G. may request the customer to take out insurance with regard to the above-named risks.
§ 9 Agency services
(1) As far as S.C.G. acts as an agent or agency for services, artistic performances etc., the respective customer shall undertake not to use the contacts arranged by S.C.G. to conduct “direct business”, thereby circumventing the agency services of S.C.G..
(2) Should S.C.G. act as an agent in the name and on behalf of the customer, the customer shall bear the costs of implementation of the event, such as PRS for music, local charges or similar.
(3) Should the customer be found in breach of the obligation under § 9 Para. 1, S.C.G. is to be placed as if acting as an agent with respect to the unauthorised “direct business”. In this event, S.C.G. shall have a claim against the customer for payment of a commission in the same amount that the customer would have paid to S.C.G. for the respective agency services.
§ 10 Warranty
(1) Should S.C.G. fail to deliver a performance or deliver the performance in breach of the contract, the customer shall immediately make a complaint and request rectification pursuant to §377 Commercial Code, provided that the customer is a business within the meaning of §14 Civil Code.
(2) S.C.G. shall be entitled to two attempts of rectification; the customer shall only have the right to withdraw from the contract, request compensation instead of the performance, or declare a reduction after two failed rectification attempts on the part of S.C.G. The customer may only reject rectification or a substitute performance offered by S.C.G., if acceptance thereof would be unreasonable in the view of the customer due to exceptional reasons to be disclosed to S.C.G.; in particular, where acceptance of a substitute performance would significantly compromise the scheduled event. S.C.G. shall not be liable to carry out any rectification, if the customer has not complied with his obligations that have arisen from the contract and these Terms and Conditions by that time.
(3) In the event of impairment of performance, the customer shall undertake to cooperate in accordance with statutory regulations and if applicable, prevent or minimise damage. In the event of impairment of performance, the customer shall undertake to take all reasonable steps to help remedy the impairment and minimise the resulting damage.
(4) Should the customer desire a reduction of the contract price on the grounds of alleged inadequate contractual performances on the part of S.C.G, he undertakes to notify S.C.G. immediately stating the reasons. If the customer is a business within the meaning of §14 Civil Code, claims on the grounds of inadequate or non-performances on the part of S.C.G. may not be asserted pursuant to §377 Commercial Code if not communicated immediately.
(5) The customer shall not be permitted to refuse his acceptance, claim a reduction or retain the remuneration on the grounds of insignificant performance faults.
(6) Should the customer provide the venue and grounds for implementation of the event, he shall be responsible for the licensing and appropriateness of the respective venue and grounds. In particular, the customer undertakes to obtain the required permits, secure pathways and areas and eliminate all sources of danger. The customer shall have the duty to implement safety precautions regarding the venue and grounds provided. He shall indemnify S.C.G. from any liability arising from a breach of his duty to implement safety precautions, or caused by the topography or location of the provided venue and grounds.
§ 11 Copyright, Usage and Neighbouring Rights
Should the customer surrender any brands or works to S.C.G. for fulfilment of the contract, the customer shall warrant that he has the authority to confer upon S.C.G. the necessary usage and processing rights. The customer further warrants that no copyrights of third parties are breached through his collaboration regarding fulfilment of the contract by S.C.G.. The customer shall confer upon S.C.G. the usage rights required for fulfilment of the contract. The customer shall indemnify S.C.G. from any costs and damages incurred from breach of the three above sentences.
§ 12 Jurisdiction and Place of Fulfilment
(1) It shall be agreed that the jurisdiction for all disputes arising from or in conjunction with performances delivered by S.C.G. shall be Munich – insofar as permissible.
(2) The agreed jurisdiction shall also apply if after conclusion of the contract, the party against whom a claim is asserted has relocated his residence or habitual place of abode outside the scope of application of this law, or his residence or habitual place of abode is unknown at the time of assertion of the claim.
§ 13 Other
S.C.G. shall be authorised to record the production using any form of image and audio devices and distribute or publish all photo, video, film or digital recordings as well as any other technical reproductions for advertising or editorial purposes, without any spatial, factual or temporal limitations to the scope of application.
§ 14 Final Provisions
(1) All personal data provided to S.C.G. for the purpose of implementation of the event shall be protected from improper use pursuant to the Federal Data Protection Act. The customer shall consent to the storage of data as required for the purpose of completing the order. His consent shall be valid as long as storage of data is required for execution of the contractual agreement, or as long as required according to statutory regulations.
(2)If a provision of these Terms and Conditions is determined to be invalid, the other provisions will continue in effect. The invalid provision shall be replaced by an appropriate agreement between the parties, which comes as close as possible to giving effect to the commercial intention of the parties.
(3) The law of the Federal Republic of Germany shall apply.
Additional Terms and Conditions regarding the Usage of the Guest Management Tool
§ 1 Definition
(1) S.C.G. provides customers the opportunity within the framework of their private or commercial activity to plan, organise and advertise events, meetings, celebrations, functions, conferences, virtual events, etc. (hereinafter referred to as “events”), register participants for events and provide admission tickets, and if applicable, sell other products and services, whereby S.C.G. takes care of the accounting processes (the event hosting user is hereinafter referred to as the “customer”). Furthermore, S.C.G. offers certain other services to event organisers, if applicable.
(2) The guest management tool is an internet-based solution for the organisation of events, conferences, seminars, or similar (“events”) and the related registration of participants. The tool is provided as an ASP solution (Application Service Providing). It can be accessed through common internet browsers (Safari, MS Internet Explorer, Firefox Mozilla).
§ 2 Obligations of S.C.G.
(1) S.C.G. shall enable the customer to use the acquired guest management tool during the agreed term.
(2) Also part of the S.C.G.’s obligations is the setup of basic licences and delivery of the agreed training measures.
(3) §16 shall apply regarding test access to the S.C.G. guest management tool.
§ 3 Customer’s Duty to Cooperate
(1) The customer undertakes to give written notification of any faults of the guest management tool immediately upon gaining knowledge of the fault including a detailed description of the respective fault and its effects.
(2) All access details (usernames, passwords) must be kept confidential and passwords must be changed on a regular basis.
(3) The customer undertakes to provide S.C.G. with all the information required to facilitate due execution of the contract within the agreed timeframe. This shall include: Templates, corporate design guidelines, databases and mailing lists, and – with respect to the event – floor plans, technical plans and drawings, seating plans, escape and emergency route plans. The information provided shall also include details on the proposed event schedule and staff roster. If prior to or during the course of execution of the order the information provided by the customer proves to be insufficient, S.C.G. shall give immediate notice.
§ 4 Additional performances
(1) S.C.G. shall provide additional performances at the customer’s request. This includes in particular, software customisation to incorporate the customer’s corporate design, setup of email templates, Q&As and export services.
(2) Within the framework of participant management, S.C.G. shall provide the necessary guest accreditation and participant management technology on-site, if required.
(3) These additional on-site performances shall also include in particular, the delivery and setup of technology as well as support services by qualified personnel.
(4) Additional performances provided by S.C.G. within the framework of participant management, may also include the configuration of event and guest portals, development of email and portal templates, import of texts and images into portals and emails, and the development of guest surveys.
(5) At the customer’s request, the design and copy writing for websites, landing pages, emails, guest portals, invitations, badges and other documents as well as production/print/letter shop services may also become part of the order.
(6) Additional performances may also include customer support during the guest management process in the form of services such as data import, mailings etc.
(7) Additional performances shall be remunerated by special agreement, the effective conclusion and content of which is governed by §1 Para. 2.
(8) In case of agreement of additional performances under § 4 Para. 4, the proposed costs for the development of templates (portal templates and email templates) shall apply to the implementation of the layouts as delivered only, without any further revisions, unless explicitly agreed otherwise. The proposed prices for importing texts, event configuration and questionnaires shall include one revision at no extra charge. Any additional revisions shall be billed at cost or if applicable, based on a cost estimate, provided that the revised errors are not attributable to S.C.G..
§ 5 Fees
(1) The fees for the guest management tool ordered by the customer shall be subject to individually negotiated contract terms and rates. Otherwise, the price lists of S.C.G and the S.C.G. guest management tool shall apply with latest amendments.
(2) S.C.G. reserves the right of future price increases. The customer shall be notified of such increases in writing six weeks prior to coming into effect, stating the reasons for the increase. In the event of a price increase, the customer shall have the right to terminate the contract with a six week notice period.
(3) All prices quoted exclude the applicable statutory Value Added Tax.
(4) §16 shall apply regarding test access to the S.C.G. guest management tool.
§ 6 Accounting, Default, Due Dates
(1) The payment terms pursuant to §3 of the General Terms and Conditions shall apply.
(2) Unless otherwise agreed, the following due dates shall apply:
- • The fee for usage of the S.C.G. guest management tool shall be due upon delivery.
- One-off fees such as for the setup of the ASP solution, or fees for additional performances pursuant to §4 shall be due upon service delivery.
- Usage-related performances (e.g. data, fax, email and sms) shall be billed at the end of month according to usage.
§ 7 Term of Contract, Extension, Termination
(1) The duration of usage rights for the S.C.G. guest management tool is subject to individually agreed contract terms:
- For the duration of the event phase
Usage rights shall automatically cease without notice at completion of the contracted event.
- For an unlimited duration
Ordinary termination of the contract may be effected by either party with a notice period of 14 days to the end of month.
- Minimum contract term of 12 months
The contract may not be terminated for the duration of the contract. The contract shall automatically be extended by one year unless terminated by either party with a notice period of 30 days to the end of the agreed minimum contract term.
The right of termination without notice shall remain unaffected.
Termination without notice shall be justified in particular if:
- a) the customer is in arrears to the amount of 2 or more monthly payments despite written overdue notice;
- b) the customer uses the modules in breach of the contract despite written warning;
- c) insolvency proceedings or judicial arrangement proceedings have been initiated with respect to the customer’s estate.
(2) In the above-named events, S.C.G. reserves the right to suspend the ASP account temporarily, partly or completely, and to claim a standard compensation to the amount of one quarter of the remaining monthly fees until regular expiry of the contract, payable in one lump sum. The compensation amount shall be set at a higher or lower rate, if S.C.G. or the customer are able to provide evidence of higher or lower costs.
(3) If user agreement for the S.C.G. guest management tool is terminated without notice prior to expiry of the 12-months contract, there shall be no entitlement to a refund of fees already paid.
(4) §16 shall apply regarding test access to the S.C.G. guest management tool.
(5) Regarding the provision of additional performances during the event pursuant to §4 (in particular technology and on-site personnel), the customer shall have the right to withdraw from the contract (cancellation), without having to comply with any other notice periods, up to 7 days prior to the agreed commencement of performance against payment of a cancellation fee. Cancellations require the written form to become effective.
In the event of the customer’s withdrawal from any such contract, S.C.G. shall have the right to bill all duly justified costs in full, or at the very least charge a standard cancellation fee of 30% of the agreed net contract sum.
For cancellations within 7 days before commencement of performance, 100% of the net sum of the order shall be payable. The determining factor shall be the date of receipt of the cancellation by S.C.G..
§ Obligations of the Customer regarding On-site Performances during the Event
(1) If additional performances are provided during an event pursuant to §4 Para. 2 and 3, the customer shall be responsible for obtaining the relevant permits, concessions, etc. and bear the resulting costs. All fees incurred must be paid by the customer. The same shall apply to fees and other expenses incurred by compliance with official requirements.
(2) The customer further undertakes to inform S.C.G. in a timely manner about any specific dangers or risks at the place of deployment before commencement of the requested work at the venue.
(3) All technical equipment at the event must be protected against theft, damage or destruction by the customer applying the appropriate measures (watching, locking up). The presence of S.C.G. personnel shall not release the customer from this obligation.
§ 9 Warranty
(1) S.C.G. shall warrant that the S.C.G. guest management tool is technically functional, corresponds with the features outlined in the product description and does not have any faults compromising or voiding the value or capability of fulfilling its typical purpose. The details of the product description are not a guarantee promise, unless explicitly indicated as such. The parties further acknowledge that no software runs without error at all times.
(2) Should the S.C.G. guest management tool become faulty and is thereby rendered useless for the customer, S.C.G. shall rectify the fault without delay. Any impairment due to technical circumstances not capable of being influenced shall not be deemed a fault, e.g. software errors of internet browser, errors of telecommunication networks or server operators.
(3) S.C.G. shall not warrant uninterrupted services, services at a certain time or the integrity of data transferred via telecommunication networks.
(4) All compensation claims against S.C.G. shall be excluded irrespective of their legal grounds, except in the event of wrongful intent or gross negligence on the part of S.C.G.. S.C.G. shall also be liable in case of slight negligence of one of its legal representatives (organs) or managing employees regarding obligations significant to the attainment of the purpose of the contract (cardinal duty).
(5) In particular, S.C.G. shall not be held liable for any disclosure, damage or deletion of customer data, provided that such disclosure, damage or deletion of customer data is due to the fault of the customer’s administrator or users. The same shall apply if unauthorised third parties gain access to the S.C.G. guest management tool due to negligent behaviour on the part of the customer or the user.
(6) Insofar as S.C.G. is held liable, any compensation claims shall be limited to damages which can be typically foreseen at the time of conclusion of the contract. In any event, compensation for indirect and subsequent damages such as loss of profits shall be excluded.
§ 10 Usage Agreement
(1) The S.C.G. guest management tool may only be used via internet access.
(2) S.C.G. reserves the right to alter the scope of performances within reasonable limits at any time and to expand or suspend performances, which have ceased to comply with current standards.
§ 11 Data Security
(1) S.C.G. shall protect the S.C.G. guest management tool and customer data against unauthorised access applying the appropriate security measures in accordance with latest technical developments. S.C.G. shall carry out regular data backups using alternating data carriers and instruct all staff and agents to comply with data protection and data security regulations.
(2) S.C.G shall only store the customer’s usage data if required for the implementation of the contract (e.g. for accounting purposes) or in accordance with statutory regulations.
(3) The respective data shall be deleted as soon as no longer required for the above reasons. Accounting data shall be deleted by S.C.G in accordance with the applicable statutory storage requirements.
(4) S.C.G. shall notify the customer immediately in the event of exceptional incidents such as technical or organisational disruptions in relation with the contractual processing of data.
(5) §16 shall apply regarding test access to the S.C.G. guest management tool.
§ 12 Service Levels
(1) The S.C.G guest management tool has an average annual availability of 99.5% (excluding maintenance periods).
(2) In the event of a fault, SOCIAL CREATIVE GUEST shall endeavour to
rectify the fault immediately within a period of 24 hours after notification of the fault. The customer shall give notice via email to the email address email@example.com. In individual cases, S.C.G. reserves the right of reasonable extension of the deadline. Should the fault not be rectified within a subsequent period of 24 hours set by the customer, the customer shall have the right of extraordinary termination, or compensation in accordance with the provisions of this contract. All other rights shall be excluded.
(3) Access may be restricted from time to time due to system maintenance. All scheduled maintenance works shall be carried out between 18:00 and 08:00 hours and notification shall be given via email including the details of the expected duration no later than 24 hours before commencement of the works.
(4) S.C.G. shall not be held responsible for the following performance faults: All disruptions, non-availabilities, delays or other reductions in quality of the service caused by higher force; performance faults due to the customer’s fault or caused by equipment or power supply services provided by the customer; performance faults related to scheduled maintenance works; as well as all disruptions, non-availabilities, delays or other reductions in quality of the service caused by third parties (except for sub-contractors of S.C.G.) (in particular by other network operators or interfaces, equipment and power supply services controlled by third parties, or fibre cuts of third parties).
(5) §16 shall apply regarding test access to the S.C.G. guest management tool.
§ 13 Liability
(1) S.C.G. shall only be liable for damages incurred by the customer if caused by wrongful intent or gross negligence on the part of S.C.G., S.C.G. employees, legal representatives or other subcontractors.
(2) Liability shall be excluded for damages caused by faults or disruptions due to circumstances not capable of being influenced, such as software errors of internet browser, errors of telecommunication networks or server operators.
(3) Otherwise, S.C.G. shall only be liable for foreseeable damages caused by a breach of essential contract obligations on the part of S.C.G.. The liability of S.C.G. shall be excluded regarding loss of profit or unrealised savings on the part of the customer, indirect damages, consequential damages from defects, as well as damages caused by the customer’s non-compliance with the agreement.
(4) S.C.G. shall not be liable for any other special, accidental or indirect damages or consequential damages incurred by the customer through the use of, or impossibility to use the S.C.G. guest management tool, or through the provision or non-provision of support services. The liability of S.C.G. shall in any case be limited to the amount paid by the customer for the use of the S.C.G. guest management tool.
(5) S.C.G. shall not be liable for any damages caused by higher force. In particular, this includes natural disasters, effects of war, wage disputes and other events causing operational disruptions.
(6) In the event of higher force, S.C.G. shall endeavour to resolve potential disruptions to a reasonable degree.
(7) The customer shall be responsible and liable for any third party claims arising from the wrongful distribution of contents. He undertakes to fully indemnify S.C.G. from any demands or claims of third parties against S.C.G. asserted on the grounds of illegal use, and to reimburse all legal costs incurred as a result of the customer’s demonstrated fault, as well as any potential compensation payments, irrespective of the underlying legal reasons.
§ 14 Copyright
(1) S.C.G. shall grant the customer the non-transferrable, non-exclusive right to use the S.C.G. guest management tool as an ASP solution for the duration of the agreement. No proprietary rights shall be conferred upon the customer. All data entered by the customer shall remain the property of the customer during the entire duration of the agreement.
(2) All copyrights and industrial property rights regarding the S.C.G. guest management tool shall remain with S.C.G..
§ 15 Copyright of Supplied Data
(1) The S.C.G. guest management tool merely represents a data processing platform. All exploitation rights in relation with the data supplied (e.g. press clippings) shall be reserved. The reproduction of supplied data shall only be permissible in accordance with statutory regulations or upon specific agreement, provided that the reproduction is not for the customer’s personal or other own use pursuant to §53 Copyright Law. Any documents supplied to the customer by S.C.G. shall only be for the customer’s private or other own use pursuant to §53 Copyright Law, irrespective of the carrier medium.
(2) Should the customer be in breach of any third party rights as a result of his failure to comply with these regulation, the customer shall indemnify S.C.G. from any third party claims.
§ 16 Test Access
(1) S.C.G. shall allow the customer to use the tool for the agreed test access period. The obligations of S.C.G. during the test access period shall not include any training measures or user support services.
(2) Test access to the tool is free of charge.
(3) Test access shall be available for 5 days, unless otherwise agreed. At the end of the test access period, access to the system and the relevant data shall cease and the respective data shall be deleted.
(4) S.C.G. expressly informs that test access users share the platform with other users and therefore, any data entered during test access are also available to other users.
(5) For technical reasons, S.C.G. does not guarantee availability for test access, neither as a percentage nor for a certain period.
§ 17 Other Provisions
(1) All data stored by the S.C.G. guest management tool remain the customer’s property. Upon termination of the contract, S.C.G. shall delete the respective data irretrievably, unless otherwise instructed by the customer.
(2) The performances provided by S.C.G. in accordance with this contract shall not be transferrable, i.e. the customer shall only be permitted to use the S.C.G. guest management tool for his own purposes. The customer’s provision of services for the benefit of third parties via the S.C.G. guest management tool shall only be permissible with the explicit approval of S.C.G..
§ 18 Final Provisions
All other provisions of the General Terms and Conditions shall apply.
Status: October 2015