GENERAL CONTRACT TERMS - LEASING AGREEMENT ROOF GMBH & CO. KG
- The present General Contract Terms (GCT) apply to the transfer/leasing of the rooms and areas of Roof GmbH & Co. KG (“RoofKG”) specified in Annex 1 to the contract. In addition, these GCTs apply to the provision of subordinate accompanying services and to the rental of mobile facilities by RoofKG.
- These GCTs also apply in the respective current version to companies and commercial persons for all future contractual relationships. Additional or conflicting contract terms of our customers only apply if 40secondes has expressly acknowledged them in writing. If deviating agreements have been made with the contractual party in the contact, these agreements always take precedence over the corresponding regulation within these GCTs.
2 Establishment of the contractual relationship
- All contracts must be in writing to be effective. They are established when the customer sends back the signed contract drawn up by RoofKG in good time so that it is received by RoofKG within the acceptance period specified in the contract offer. After the deadline, RoofKG is entitled, but no longer obliged, to conclude the contract with the customer.
- Reservations and options end at the latest with the expiration of the acceptance period specified in the contract offer.
- If additional services are commissioned as part of the execution of the contract, this must be done in writing. Verbally placed orders must be confirmed immediately in writing.
3 Contractual parties, organizers, event managers
- Contractual parties are always RoofKG (Lessor) and the customer specified in the contract (lessee). The customer as the organizer is accountable and responsible for the planning, organization and implementation of the event. If the customer is an intermediary or an agency, the customer must name the organizer in writing in the contract as “organizer” and inform it of all contractual obligations, including these GCTs. The customer remains responsible to RoofKG for the fulfillment of all obligations incumbent on the organizer according to this contract. In such a case, the organizer is the vicarious agent of the customer. The customer must allow the actions and declarations of the organizer and of persons commissioned by it to apply for and against it as if they were its own.
- If no third party other than the customer is named as the organizer, the customer must implement all of the obligations incumbent on the organizer in accordance with the contract or these GCTs as well as the applicable laws.
- The unpaid transfer or paid subletting of indoor and outdoor areas and assembly rooms or rooms and areas of RoofKG specified in Annex 1 to the contract in whole or in part to third parties requires the written consent of RoofKG. The approval is deemed to have been granted, if the third party is named in the contract or if the contract states that besides the event trade fair or exhibition stands will be set up by third parties.
- Upon request, the organizer has to notify RoofKG in writing, no later than six weeks before the event, of a person commissioned to manage the event (“event manager”) with his or her name and mobile telephone number, who will perform the function and tasks of the event manager according to Section 32 of the Berlin Ordinance on the Operation of Structural Systems” of October 10, 2007 (Operation Ordinance hereinafter referred to as BetrVO) for the customer in accordance with the GCTs of RoofKG.
4 Subject matter of the contract
- The transfer or rental of the rooms and areas of RoofKG specified in Annex 1 to the contract takes place for the rental purpose specified by the customer on the basis of the existing, officially approved escape routes and seating plans with specified visitor capacity.
- The subject matter of the contract may only be used for purposes other than those contractually agreed upon with the prior written consent of RoofKG. The customer undertakes to inform RoofKG immediately in writing of any intention to change the purposes of use.
- Changes to the rental property, including changes to the escape routes and seating plans due to structures and installations in the rental property, can only be made with the written consent of RoofKG and after any necessary official approvals have been obtained. The duration, costs and risk of the approval process are fully borne by the customer.
5 Duration of use, handover, times of use
- With the transfer of the rooms and areas of RoofKG specified in Annex 1 to the contract, the organizer is obliged to inspect them including the technical equipment, emergency exits and escape routes. The event manager designated to RoofKG must take part in the inspection and familiarize him or herself with the property as well as with the rooms and areas specified in Annex 1 to the contract as part of the inspection. If the customer or its event manager discover defects or damages in or on the rooms and areas specified in Annex 1 to the contract, these must be recorded in writing and immediately reported to RoofKG.
- The tenancy begins and ends in each case at the time specified in Annex 1 to the contract.
- All of the objects, structures and decorations brought in by the customer must be completely removed by the customer by the agreed upon end of the contract and the original condition must be restored. After the agreed upon rental period has expired, the objects can be removed at the customer’s expense. If the rental spaces are not returned in good time in a cleared condition, the customer must pay a compensation for use (§546a BGB (German Civil Code)) in any case. RoofKG reserves the right to assert further claims due to the late return of the rental property. If the customer continues to use the rental property after expiration of the rental period, this does not lead to a tacit extension of the rental relationship. 545 BGB does not apply.
- The time periods for loading and unloading in the delivery zones as well as the regulations on arrival and departure must be coordinated with RoofKG.
6 Fees, flat-rate user fee, additional services and ancillary costs
- The total fee (rent) owed by the customer includes the flat-rate user fee specified in Annex 1 to the contract or the user fees specified there for the provision and transfer of the rental property specified in Annex 1 to the contract as well as the additional services and ancillary costs shown in the Annex. Additional services and ancillary costs that have not yet been finally determined at the time of the contract is concluded or such services that are only commissioned by the customer after the contract is concluded must be additionally remunerated. The additional services and ancillary costs are collectively referred to as “ancillary costs” in the following sections 2 and 3.
- The payment of the flat-rate user fee or the usage fee and ancillary costs is due at the following times:
- If the contractual parties conclude a contract 12 months before the start of the event or earlier, 25% of the flat-rate user fee will be due and invoiced upon conclusion of the contract, a further 25% of the flat-rate user fee six months before the start of the event, the remaining 50% of the flat-rate user fee plus 50% of the ancillary costs three months before the start of the event and 50% of the remaining ancillary costs one month before the start of the event.
- If the contractual parties conclude a contract less than 12 months and more than three months before the start of the event, 50% of the flat-rate user fee will be due and invoiced upon conclusion of the contract, the remaining 50% of the flat-rate user fee plus 50% of the ancillary costs three months before the start of the event and 50% of the remaining ancillary costs one month before the start of the event.
- If the contractual parties conclude a contract 3 months or less before the start of the event, 100% of the flat-rate user fee plus 50% of the ancillary costs will be due and invoiced upon conclusion of the contract and 50% of the remaining ancillary costs one month before the start of the event.
- All services and ancillary costs incurred will be billed after the end of the contract, taking into account any advance payments already made.
- Payments are due within 14 days after invoicing without deduction. In the event of late payment, default interest will be charged, for companies and commercial persons at 9% and for natural persons at 5% points above the respective base interest rate of the European Central Bank. RoofKG reserves the right to prove a higher damage caused by delay.
7 Advertising measures
- Advertising for the event is the responsibility of the customer. Advertising measures in the rooms and on the premises of RoofKG require the written consent of RoofKG. Implementation of the advertising measures can be taken over by RoofKG for a fee after consultation with RoofKG. RoofKG is entitled to refer to the event in the event program and on the Internet, unless the customer objects.
- Advertising for exhibitors, sponsors and partners of all kinds is only permitted within the stands rented by the exhibitor for the exhibitor’s own company and only for exhibit items manufactured and sold by the exhibitor. A corresponding offer can be obtained from 40 SECONDS Service GmbH for further advertising measures for exhibitors, sponsors and partners of all kinds.
- The customer expressly and irrevocably releases RoofKG from all claims arising from the fact that the event or the advertising for the event infringes upon the rights of third parties (in particular, copyrights, image and name rights, trademark rights, rights under the law against unfair competition, personal rights or other legal regulations. The obligation to indemnify also extends to all warning, court and legal prosecution costs that may arise.
- The organizer must be named on all printed matter, posters, admission tickets and invitations to make it clear that a legal relationship only exists between the organizer and the visitor and not between visitors and RoofKG.
- When mentioning the name “WECC” on announcements of all kinds (also on the Internet), printed matter, posters, admission tickets, only the original lettering and the original logo are to be used by the organizer. The corresponding templates are provided by RoofKG exclusively for this purpose.
8 GEMA (Society for Musical Performing and Mechanical Reproduction Rights) fees
The timely registration of works subject to GEMA with GEMA and the timely payment
of GEMA fees are the sole obligations of the customer. Before the event, RoofKG can request written proof from the customer that the event has been registered with GEMA, written proof that the fees have been paid to GEMA and/or the written proof that GEMA has issued an invoice to the organizer. If the customer is not able or not willing to provide evidence in accordance with sentence 1 of this § 8, RoofKG can demand security in the amount of the expected GEMA fees from the customer.
9 Production of sound, sound-image and image recordings
- Sound, image/sound recording, or image recordings and other recordings and transmissions of the event of all kinds (radio, TV, Internet, loudspeakers, etc.) also require the written consent of RoofKG subject to the consent of the copyright holders and beneficiaries of the copyright involved. RoofKG is entitled to make its consent dependent on the agreement of a fee to be paid to it.
- RoofKG has the right to make or to have image/sound recordings and drawings of event processes or exhibited or used objects for the purpose of documentation or for self-publications, without having to pay a fee to the customer for this, unless the customer objects.
10 Management, merchandising
- 40 SECONDS Service GmbH, Knesebeckstrasse 59-61, 10719 Berlin, is exclusively entitled to the gastronomic management of the rental property. The customer is not entitled to offer food, drinks, refreshments, tobacco products or the like.
- The customer is not permitted to order tradesmen of any kind (photographers, flower sellers, showmen, etc.) for its events or even to be commercially active beyond the immediate implementation of the event without the prior written consent of RoofKG. The consent of RoofKG is granted against payment of a reasonable compensation (fee), which is to be contractually determined separately.
- Variable and permanently installed visitor cloakrooms are made available to the customer. The staff required to manage the cloakrooms will be made available by 40 SECONDS Service GmbH at the customer’s request as an additional service that is subject to a fee.
- If the management of the cloakrooms is not commissioned, RoofKG does not assume any duty of care or safekeeping for the deposited wardrobe. In this case, the customer bears the liability risk for the lost wardrobe of its visitors.
- If the customer does not commission the management of the cloakrooms, the decision remains with RoofKG as to whether and to what extent the dressing rooms are made available on a managed basis. If RoofKG manages the cloakrooms, a cloakroom fee must be paid by the visitors in accordance with the posted rate. In such a case, the cloakroom fees received are exclusively due to RoofKG or the contractors commissioned by it.
12 Fire department, police and medical service
Fire department, police and medical service (“services”) will be notified by RoofKG depending on the type and size of the event. The customer is obliged to provide RoofKG with all of the necessary information about the event and to support RoofKG in this. The scope of these services (number of people to be provided) depends on the event planned by the customer, the number of visitors, the event-specific risks and the possible official regulations in individual cases. The customer has to bear the costs arising from the presence and the use of these services.
13 Security and authorized service personnel
- RoofKG provides the required security personnel at the expense of the customer. Only qualified personnel, who are sufficiently familiar with the property even in the event of a necessary evacuation, may be used for security personnel. The number of necessary admission and security personnel is determined by the kind of event planned by the customer, the number of visitors, potential event risks and by any additional requirements of the building and regulatory authorities.
- For safety reasons, connections to the light, water and power network of RoofKG, suspensions in event rooms, freight forwarding operations on the exhibition grounds, in particular, operation of cranes and lifting vehicles, the installation of supply media, including wireless radio networks (W-Lan), may only be carried out by RoofKG and by qualified service partners authorized by it.
- All permanently installed technical building equipment of the property may only be operated by RoofKG and by service partners authorized by it.
14 Liability of the customer
- The customer is liable to RoofKG for damages, which it or its vicarious agents and assistants are responsible for in connection with the event.
- The customer indemnifies RoofKG and the property owner from all claims of third-parties asserted in connection with the event, to the extent that it and its vicarious agents and assistants are responsible for them. This obligation to indemnify also extends to official fines (e.g., due to disturbance of the peace, blocking of escape routes, violations of the non-smoker protection law), that can be imposed in connection with the event against RoofKG as the operator of the place of assembly. The obligation to indemnify does not exist if a grossly negligent or intentional breach of duty, or in the case of personal injury, a breach of duty by vicarious agents and assistants of RoofKG for which they were responsible was (co-)cause for the occurrence of property damage or financial loss.
- The customer is obliged to provide evidence of organizer liability insurance with sufficient coverage of at least 5 million EUR (in words five million euros) for personal injuries, 2.5 million EUR (in words two million five hundred thousand euros) for property damage, 500 thousand EUR (in words five hundred thousand euros) for financial losses to RoofKG by presenting the insurance policy before the start of the rental period.
15 Liability of RoofKG
- The no-fault liability on the part of RoofKG for damages for initial defects in the rental spaces or rental property provided is excluded.
- A reduction in the agreed fees due to defects can only be considered if RoofKG has been notified of the intended reduction during the duration of use.
- The liability of RoofKG for simple negligence is excluded, as long as no essential contractual obligations are violated.
- In the event of a breach of essential contractual obligations, the liability of RoofKG for damages in cases of simple negligence is limited to the foreseeable, typical for the contract, direct damage according to the type of agreement.
- RoofKG is not liable for damages, which occur due to measures taken by it to maintain security and order. If the event is restricted, cancelled or discontinued on the instructions of RoofKG due to misjudgment of the risks, RoofKG is not liable for cases of simple negligence.
- Insofar as the liability is excluded or limited according to the provisions of these terms and conditions, this also applies to vicarious agents and assistants of RoofKG.
- The above exclusions and limitations of liability do not apply in the case of culpable injury to life, body or health of persons, as well as in the case of a mandatory statutory no-fault liability (e.g., according to the Product Liability Act) or in the case of liability from a no-fault guarantee.
16 Discontinuation of the rental
- If the customer does not hold the event for a reason for which RoofKG is not responsible or if it wants to postpone it, RoofKG has the choice of claiming a lump sum from the customer instead of the negotiated complete claim for lease payment. In this case, the customer is obliged to pay the following flat rate based on the agreed fees if the event is cancelled:
- In the event of a cancellation or postponement up to 18 months before the start of the event or earlier, 25% of the flat-rate user fee will be charged.
- In the event of a cancellation or postponement up to 12 months before the start of the event or earlier, 50% of the flat-rate user fee will be charged.
- In the event of a cancellation or postponement up to six months before the start of the event or earlier, 75% of the flat-rate user fee will be charged.
- In the event of a cancellation or postponement of less than six months before the start of the event, 100% of the flat-rate user fee less saved expenses will be charged.
These flat rates also apply accordingly in the event of spatial reduction, a partial cancellation or the postponement of an event. Any cancellation by the customer must be in written form.
- The customer has the right to prove that RoofKG has not suffered any damage or has not suffered a damage in the amount of the above flat rate.
- RoofKG is entitled to withdraw from the contract if the customer violates essential contractual obligations after successfully setting a deadline. This applies in particular to:
- Violation of contractually agreed upon payment obligations
- Changing the purpose of use or the type of event without the consent of RoofKG
- Lack of official permits and approvals for the event planned by the customer
- Violation of official requirements/approvals
- Violation of legal provisions affecting the safety of the event planned by the customer
- Infringement of the rights of third parties by the event
- Endangerment of public safety and order
If RoofKG exercises its right of withdrawal, it retains the right to payment of the agreed upon flat rates according to § 16. RoofKG must, however, allow expenses saved to be credited.
- If the customer is an agency, RoofKG and the agency have a special right of termination in the event that the client (organizer) of the agency withdraws or terminates the order. This special right of termination can only be exercised if the client of the agency fully assumes all the rights and obligations from the existing contract with RoofKG and provides adequate security at the request of RoofKG.
18 House rules, exercise of domiciliary rights
- The house rules of RoofKG apply in all the assembly and conference rooms or halls and on the open spaces of RoofKG. The customer and its event manager must ensure the implementation and observation of the house rules with respect to their visitors, employees, vicarious agents and assistants.
- The organizer and its event manager are obliged to ensure the event is carried out properly and safely within the rented rooms and areas. The rooms and areas may only be used within the contractually agreed upon rental purpose. Under no circumstances may the maximum visitor capacities permitted under building and assembly site law be exceeded.
- In addition to the customer and its event manager, RoofKG and the persons commissioned by it continue to have domiciliary rights over all persons who stay in the rental property.
- The persons commissioned by RoofKG must be granted free access to the rented premises and areas at any time and without delay as part of the exercise of domiciliary rights.
19 Cancellation of events and surrender of the rental property
In the event of breach of essential contractual obligations, safety-relevant regulations and in the event of particularly dangerous situations, RoofKG can demand that the customer vacate and surrender the rental property immediately. If the customer does not comply with a request to this effect,
RoofKG is entitled to have the eviction carried out at the customer’s expense and risk. In such a case, the customer remains obliged to pay the full fee.
20 Supplemental safety, exhibition and environmental regulations
- If embellishments/decorations should be brought into the rented premises for an event, if podiums/grandstands/stage areas/are used, set up or stage, studio, lighting or other technical equipment should be set up, the safety regulations of RoofKG must observed. The safety regulations are attached to the contract as an annex, insofar as the construction or the use of corresponding facilities is already to be expected upon conclusion of the contract. Otherwise, the customer will be sent the safety regulations at any time upon request.
- If exhibitions accompanying the event are to be held and exhibition stands to be set up, the exhibition regulations of RoofKG also apply. The customer is obliged to pass these regulations on to its exhibitors (customers) in a binding manner. The customer will also receive this document which will be sent at any time upon request.
21 Collection, processing and use of data
- RoofKG provides its customers with the rental rooms and areas specified in the contract for the purpose of holding trade fairs, congresses, conferences and exhibitions; gala evenings and events of a sporting, cultural or other nature. In order to fulfill the contractually agreed upon business purposes, the collection, processing and use of the personal data transmitted to RoofKG is carried out by RoofKG. The customer undertakes to provide the person affected by the data transmission with the information required according to Article 13 of the General Data Protection Regulation and to ensure a legal basis for the transmission of personal data to RoofKG. If necessary, the parties will conclude a separate data protection contract.
- If the legal requirements for this are met, RoofKG uses the data transmitted to it to inform its customers before and after an event for market and opinion research purposes, for offers accompanying events and for data comparison within the 40seconds Group.
- The customer is free to declare in the contract or also at any time subsequently whether its personal data should not (no longer) be used for RoofKG’s own advertising purposes or for other purposes.
22 Final provisions and place of jurisdiction
- Place of performance for all claims arising from the contract is Berlin.
- The law of the Federal Republic of Germany applies.
- If the customer is an entrepreneur or does not have a general place of jurisdiction in the Federal Republic of Germany, Berlin is agreed upon as the place of jurisdiction for all disputes arising from this contract or in connection with this contract.
- If individual provisions of these General Contract Terms should be invalid or become invalid, this shall not affect the validity of the remaining provisions of the contract. In this case, the invalid regulation must be supplemented or changed in such a way that its intended purpose is achieved.
- Any amendments and addenda to this contract must be in written form. The parties have not made any verbal ancillary agreements.