All information in these General Terms and Conditions is to be understood as gender-neutral. For the sake of readability, we have omitted all gender-specific variations.
§ 1 Parties, Subject Matter, and Conclusion of the Contract
§ 1.1 These General Terms and Conditions refer to the following contracting parties:
Customer: The client, the signatory of the order
Provider: Converia GmbH, Kaufstraße 2-4, 99423 Weimar, registered in the Commercial Register of the District Court of Jena under HRB 505418, represented by the Managing Directors Christian Burger and Rainer Kretzer
§ 1.2 When a contract is concluded on the basis of these General Terms and Conditions, the following shall also become part of the contract:
The detailed service descriptions of the offer, including any agreed implementation schedules and payment plans, 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 services provided by the provider.
Usage rights for the Converia software are governed by the provider's enclosed "End User License Agreement / Terms of Use for Organizers," which in any case also forms part of this contract.
Details regarding payment management are governed by the enclosed Converia Pay Terms and Conditions. The Converia Pay Terms and Conditions become part of this agreement whenever payment management services have been commissioned by the customer.
The enclosed "Supplementary Terms for Data Processing under Art. 28 GDPR," including all annexes, govern the data protection relationship between the customer as the data controller and the provider as the data processor. They also form an integral part of the contract.
§ 1.3 All offers from the provider are subject to change. If the customer orders the services offered therein by signing the offer, the provider is entitled to accept this contractual offer from the customer within 14 days. Acceptance of the offer is effected by an order confirmation from the provider or, alternatively, by other conclusive action.
These General Terms and Conditions become part of the contract as stated in the offer, unless the complete waiver of these General Terms and Conditions, including all other conditions listed herein, has been expressly declared in writing.
If express written agreements have been made within the scope of the order that conflict with the provisions of these General Terms and Conditions or any other conditions listed in this document, the agreements of the order shall apply to the specific individual case.
§ 2 Obligations and Duties of the Provider - Service Details
§ 2.1 The provider performs their personal services 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 conference-specific parameters immediately after the order is signed.
§ 2.3 The provider is free to communicate publicly about the existence of a contractual relationship between the customer and themselves. The customer has the right to object to this in writing at any time.
§ 3 Obligations and Duties of the Customer
§ 3.1 Upon commissioning, the customer must appoint an authorized representative to the provider for organizational cooperation, approval, and acceptance of services, as well as a person responsible for editorial and conference-specific content. If the customer does not appoint such a contact person, the signatory of the order assumes the aforementioned role.
§ 3.2 The customer shall enter the order-specific details into the provider's forms (see § 2.2) and transmit them to the provider for processing. The customer is solely responsible for creating the content to be integrated into the conference management system. The provider is not obligated to accept configuration requirements in any form other than the forms provided by them. If the customer commissions the provider to make corrections to configuration requirements that have already been submitted, the provider is free to charge the customer for the resulting additional effort in addition to the flat rates already agreed upon for this purpose.
§ 3.3 If the customer operates their Converia installation on their own servers, they are responsible for ensuring that the server meets the technical requirements for operating Converia as communicated by the provider. The provider may invoice the customer for additional expenses incurred because the customer or third parties commissioned by them make changes to the server configuration, especially without informing the provider with reasonable advance notice. The same applies to server updates.
The customer shall indemnify the provider against all third-party liability claims as well as their own claims that are attributable to the operation of the customer's own server (hardware, operating system, software used in addition to Converia, etc.) or that may arise from the operation of the server (e.g., data protection breaches, security risks, faulty backups).
§ 4 Completion of Services
§ 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 General Terms and Conditions.
§ 4.2 In the event of a breach of the customer's obligations under § 3 of these General Terms and Conditions, the contractor is entitled to invoice for additional expenses and costs incurred due to the delay. This applies in particular to expenses related to project processing, support, and consulting, as well as costs resulting from payment delays.
§ 5 Acceptance
§ 5.1 The customer is obligated to accept the software and associated work, provided they meet the contractual requirements.
§ 5.2 The provider is entitled to present individual components of the installation to the customer for partial acceptance. The customer is obligated to perform partial acceptance if the relevant installation components meet the contractual requirements.
§ 5.3 The following regulations apply to the acceptance of the various types of services:
- All software licenses are generally considered accepted 2 weeks after provision, provided no significant defects have been reported, or at the latest, upon productive use of the software by the customer.
- Flat-rate support services are considered accepted no later than the end of the agreed support period.
- Setup services are generally considered accepted upon the provider's receipt of the official activation fax for the relevant module, or at the latest, upon the productive use of the configured module.
- Rented equipment is considered accepted upon receipt by the customer, unless defects are reported within one business day of delivery.
Section 6 Remuneration
Section 6.1 The customer agrees to pay the provider the remuneration agreed upon in the order. In the event of termination of the contract by the customer in accordance with Section 10, the provider is entitled to invoice the customer for the remuneration accrued up to the point of termination. For services not fully completed, the customer owes remuneration for the expenses incurred by the provider up to the point of termination with the intention of providing services in accordance with the contract. For additional expenses that exceed the services contractually owed by the provider or that arise because the customer has not fulfilled their obligations under Section 3 of these General Terms and Conditions, the provider will charge the hourly rate specified in the commissioned offer.
Section 6.2 Additional expenses subject to remuneration shall in any case include expenses incurred by the provider because the customer requested changes after acceptance of the software (Section 5.1) or partial acceptance (Section 5.2) regarding services that have already been approved or accepted. Such additional expenses will in any case be remunerated at the hourly rate specified in the commissioned offer.
Section 6.3 Travel costs and expenses for trips that are necessary in connection with the execution of the order and have been agreed upon with the customer shall be reimbursed to the provider separately by the customer.
Section 7 Payment Terms
Section 7.1 After fulfillment of the obligations under Sections 1 and 2 as well as acceptance under Section 5, the provider will invoice the customer for the contractually owed remuneration. Unless otherwise agreed in the offer, payment is due within 14 business days.
Section 7.2 The provider is entitled to invoice the customer for installment payments at reasonable intervals. Installment invoices are due for payment within 14 business days.
Section 7.3 If the customer is in default of payment for due invoices, the customer is obligated to pay default interest at a rate of 9% p.a. above the base interest rate of the ECB, unless the customer proves that the interest damage incurred by the provider is lower. The assertion of further claims for default by the provider, in particular the proof of higher interest damage, is not excluded.
Section 8 Warranty
The warranty provisions of the provider's attached "End User License Agreement / Terms of Use for Organizers" in their current version shall apply.
Section 9 Liability
The liability provisions of the provider's attached "End User License Agreement / Terms of Use for Organizers" in their current version shall apply.
Section 10 Termination
Section 10.1 The contract concluded under these General Terms and Conditions may only be terminated for good cause, outside of the cases specified in paragraphs 2 and 3.
Section 10.2 The provider is entitled to terminate the contract, in particular, if
- the customer persistently violates their obligations under Section 3 of these General Terms and Conditions;
- the customer fails to fulfill their payment obligation in accordance with Section 7.1 of these General Terms and Conditions despite a reminder and the setting of a deadline.
Section 10.3 The customer is entitled to terminate the contract if the provider persistently violates its obligations under Sections 1 and 2 of these General Terms and Conditions.
Section 11 Data Protection Provisions
Details regarding data protection are governed by the provider's data processing agreement, which forms an integral part of the contract as an annex to these General Terms and Conditions.
§ 12 Final Provisions
§ 12.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and other legal provisions that are part of German law due to or in implementation of international agreements or legal provisions of supranational institutions, insofar as they are not of a mandatory nature. This also applies to claims arising from pre-contractual and post-contractual obligations as well as statutory claims that compete with contractual or pre-contractual and post-contractual claims.
§ 12.2 The place of performance for the provider's obligations 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 they do not have a registered office or place of residence within Germany. This also applies to claims arising from pre-contractual and post-contractual obligations as well as statutory claims that compete with contractual or pre-contractual and post-contractual claims. However, the provider is entitled to assert rights arising from the legal relationships with the customer at the customer's place of business.
§ 12.4 Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remainder 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 had they considered the point in question. The same applies to any omissions in this contract.