§ 1.1 These terms and conditions refer to the following contracting parties:
Customer: Client, signatory of the order
Provider: Converia GmbH, Kaufstraße 2-4, 99423 Weimar, HRB 505418 at the AG Jena, represented by the managing directors Christian Burger and Rainer Kretzer.
§ 1.2 If a contract is concluded based on these terms and conditions, the following shall also become part of the contract:
The detailed service descriptions of the offer, including, if applicable, agreed schedules for implementation as well as payment schedules shall become part of the contract.
These General Terms and Conditions govern the rights and obligations of the Customer and the Provider within the scope of the individual provision of services by the Provider.
The enclosed "Agreement on Contract Data Processing according to Art. 28 GDPR" including annexes regulate the relationship under data protection law between the Customer as the data controller and the Provider as the commissioned processor. They shall also become part of the contract.
Whenever “Converia Software” is mentioned in these Terms and Conditions, it refers to all software provided by Converia GmbH, especially all Converia products, including Virtual Venue, unless explicitly stated otherwise.
§ 1.3 All offers of the Provider are subject to change. If the Customer orders the services offered therein by signing the offer, the Provider shall be entitled to accept this contractual offer of the Customer within 14 days. The acceptance of the offer is made by an order confirmation of the provider or alternatively by an otherwise conclusive action.
These General Terms and Conditions shall become part of the contract in accordance with the declaration in the offer unless the complete waiver of these General Terms and Conditions, including all other terms and conditions listed herein, has been expressly declared in writing.
If expressed written agreements have been made within the scope of the order which conflict with regulations of these General Terms and Conditions as well as all other conditions listed in this document, the agreements of the order shall apply to the specific individual case.
§ 2.1 The Provider shall perform its services to be provided from Monday to Friday between 9:00 a.m. and 5:00 p.m. Central European (Summer) Time. Public holidays in Thuringia, Germany are excluded.
§ 2.2 The Provider shall provide the Customer with forms for recording the conference-specific parameters immediately after signing the order.
§ 2.3 The Provider is free to communicate publicly about the existence of a contractual relationship between the Customer and the Provider. The customer has the right to object to this in writing at any time.
§ 3.1 In the course of the assignment, the Customer shall name an authorized representative to the Provider for the organizational cooperation, approval and acceptance of the services as well as the person responsible for the editorial and conference-specific content. If the does not designate such a contact person, the signatory of the order shall assume the aforementioned role.
§ 3.2 The Customer shall enter the order-specific detailed information in the Provider's forms (see § 2.2) and transmit them to the Provider for processing. The Customer is solely responsible for the production of the content to be included in the Converia software. The Provider is not obliged to accept configuration requests in any form other than the forms provided by the Provider. If the Customer instructs the Provider to make corrections to configuration requests that have already been submitted, the Provider shall be at liberty to have the Customer reimburse for the additional expense incurred as a result in addition to the flat rates already agreed for this purpose.
§ 3.3 If the Customer operates his Converia Software installation on his own servers, he himself shall ensure that the server meets the technical requirements for the operation of the Converia Software communicated to him by the Provider. Additional expenses incurred by the Provider due to the fact that the Customer or third parties commissioned by the Customer make changes to the configuration of the server, in particular without informing the Provider with reasonable advance notice, may be charged to the Customer by the Provider. The same applies to updates to the server.
The Customer indemnifies the Provider against all liability claims of third parties as well as his own claims which are due to the operation of the Customer's own server (hardware, operating system, software used in addition to Converia Software, etc.) or which may arise from the operation of the server (e.g. data protection violations, security risks, faulty backups).
§ 4.1 If a completion date is agreed upon, this date is not binding for the Provider if it cannot be met for reasons for which the Customer is responsible. This applies in particular in the event of a breach of the Customer's obligations under § 3 of these GTC.
§ 4.2 In the event of a breach of the Customer's obligations pursuant to § 3 of these GTC, the Provider shall be entitled to charge additional expenses and costs incurred due to the delay. This concerns in particular expenses for project processing, support and consulting as well as costs due to delays in payment.
§ 5.1 The Customer shall be obligated to accept the software and related work, provided that it complies with the contractual requirements.
§ 5.2 The Provider shall be entitled to submit individual components of the installation to the Customer for partial acceptance. The Customer shall be obligated to partial acceptance provided that the relevant components of the installation comply with the contractual requirements.
§ 5.3 The following provisions shall apply to the acceptance of the various types of services:
§ 6.1 The Customer pay the Provider the remuneration agreed in the order. In the event of termination of the contract by the Customer pursuant to § 10, the Provider shall be entitled to invoice the Customer for the remuneration incurred up until the termination. For services not finally rendered or delivered, the Customer shall owe remuneration for the expenses incurred by the Provider up until the termination with the intention of rendering the service in accordance with the contract. For additional expenses that go beyond the services contractually owed by the Provider or that come about because the Customer has not fulfilled his obligations under § 3 of these GTC, the Provider shall charge the hourly rate specified in the commissioned offer.
§ 6.2 Additional expenses subject to remuneration shall in any case be deemed to be expenses incurred by the Provider if the Customer, after acceptance of the software (§ 5.1.) or partial acceptance (§ 5.2.), has made changes at the Customer's request that relate to services that have already been or accepted. Such additional expenses shall in any case be remunerated at the hourly rate specified in the commissioned offer.
§ 6.3 Travel costs and expenses for journeys to be undertaken in connection with the execution of the order and agreed with the Customer shall be reimbursed separately to the Provider by the Customer.
§ 7.1 After fulfillment of the obligations according to §§ 1, 2 as well as the acceptance according to § 5, the Provider will invoice the Customer for the contractually owed remuneration. Unless otherwise agreed in the offer, payment shall be due within 14 working days.
§ 7.2 The Provider shall be entitled to invoice the Customer for partial payments at reasonable intervals. The partial invoices are due for payment within 14 working days.
§ 7.3 If the Customer is in default with the payment of due invoices, the Customer shall be obliged to pay default interest in the amount of 9% above the base interest rate of the European Central Bank, unless the Customer proves that the interest damage incurred by the Provider is lower. The assertion of further default claims by the Provider, in particular the proof of higher interest damage, is not excluded.
§ 10.1 The contract concluded with the inclusion of these GTC can only be terminated for good cause outside the cases of paragraphs 2 and 3.
§ 10.2 The Provider shall be entitled to terminate the contract in particular if
§ 10.3 The Customer shall be entitled to terminate the Agreement if the Provider persistently violates its obligations pursuant to §§ 1 and 2 of these GTC.
Details on data protection are regulated in the Provider's order processing agreement, which shall become part of the contract as an annex to these General Terms and Conditions.
§ 12.1 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG) and other legal provisions which are German law due to or in execution of intergovernmental agreements, or legal provisions of supranational institutions, unless they are of a mandatory nature. This shall also apply to claims arising from pre- and post-contractual obligations as well as statutory claims competing with contractual or pre- and post-contractual claims.
§ 12.2 The place of performance for the obligations of the Provider is Weimar (Thuringia).
§ 12.3 The exclusive place of jurisdiction is Weimar (Thuringia) if the customer is a merchant, a legal entity under public law or a special fund under public law, or if he does not have his registered office or place of residence within Germany. This also applies to claims arising from pre- and post-contractual obligations as well as legal claims that compete with contractual or pre- and post-contractual claims. However, the Provider shall be entitled to assert rights arising from the legal relationships existing with the Customer at the Customer's place of business.
§ 12.4 Should individual provisions of these GTC be invalid or lose their validity due to a circumstance occurring at a later date, the validity of the rest of the contract shall remain unaffected. The invalid provision shall be replaced by a provision that comes as close as possible to what the contracting parties would have intended if they had considered the relevant point. The same applies to loopholes in this contract.