General Terms and Conditions of BVL Service GmbH for Virtual and Online Events
Part I. General Provisions
1. General Information, Scope of Application
(1) These general terms and conditions apply to all contracts concluded with BVL Service GmbH (BVL). They shall also apply as a general agreement to any future contracts concluded with the same contractual partner – in the version valid at the time the contract is concluded – without the need to make reference to them in each case.
(2) These general terms and conditions apply to virtual events, i.e. events held via a digital medium where the participants do not attend in person and interact with exhibitors / sponsors exclusively via electronic means of communication (e.g. online chat); they also apply to online events held in addition to face-to-face events. However, any such concurrent face-to-face events shall also be subject to the General Terms and Conditions of BVL Services GmbH.
(3) These terms and conditions shall apply exclusively. Any deviating, conflicting or supplementary terms and conditions of the contractual partner shall only be included in the contract if their validity is explicitly approved.
(4) These general terms and conditions shall apply even if BVL unreservedly provides a service to the contractual partner despite being fully aware of the latter’s conflicting or deviating conditions.
(5) Any individual agreements made with the contractual partner (including any side agreements, additions and amendments) shall take precedence over these general terms and conditions in each case. Subject to evidence to the contrary, the content of such agreements shall be specified in a written contract or in BVL’s written confirmation.
(6) Any legally relevant declarations and notifications to be submitted by the contractual partner in relation to the contract (e.g. set deadlines, notification of defects, withdrawal from the contract or reduction in fees) must be made in writing or text form (e.g. letter, email).
(7) If the written form is stipulated in these general terms and conditions, it shall be sufficient for the respective contracting party to send signed documents as an email attachment. Notwithstanding the above provisions, the formal requirements stipulated in German law shall apply.
2. Conclusion of Contract
(1) Any offers made by BVL shall be non-binding and subject to change. Unless a different window is indicated in the offer, BVL shall remain bound to the prices indicated therein for 14 days from the date of issue, unless the contractual partner accepts the offer beforehand.
(2) The contractual partner shall be regularly given the opportunity to register for paid virtual and online events on the BVL website (www.bvl.de) or a partner’s website. Once a digital registration form has been received, the contractual partner shall receive confirmation of receipt; however, this shall not mean the registration has been accepted. A contract shall only be deemed to have been effectively concluded when it has been signed or confirmed in writing or electronically by BVL. BVL shall be entitled to accept the contractual partner’s offer to conclude a contract within 14 days of receiving such. BVL may also accept such a request by sending an invoice.
(3) The contractual partner may submit a binding registration for free virtual and online events by filling out the digital registration form at www.bvl.de or on a partner’s website. No declaration of acceptance shall be required for the registration.
3. Service Packages, Prices, Terms of Payment, Late Payment
(1) The services, packages and prices shall be indicated in the documents published for the specific event.
(2) All BVL prices shall be quoted without the statutory rate of value added tax.
(3) Unless otherwise agreed in the registration documents, BVL may charge up to 100% of the agreed price as a down payment, provided the event is no more than 2 months away.
(4) The contractual partner shall only be entitled to exercise a right to set-off or a right of retention if its counterclaims are undisputed or legally established.
(5) The agreed services may only be used if the relevant payments have been made by the specified due date.
(6) Unless otherwise agreed between the contracting parties, all payments must be made without deductions to the bank account held by BVL Service GmbH, as indicated in the invoice. The contractual partner must raise any objections regarding invoices with BVL – at least in text form – within a limitation period of 14 days after receiving an invoice.
(7) If the contractual partner falls behind with all or part of a payment, BVL shall be entitled to take the agreed virtual and/or online services or website offline and to prevent the contractual partner from accessing the services.
4. Liability
(1) Unless specified otherwise in these general terms and conditions, including the provisions below, BVL’s liability for the violation of its contractual and non-contractual duties shall be determined by the relevant statutory provisions.
(2) BVL shall be liable for damages, regardless of the legal grounds, in the event of wilful intent and gross negligence. In the event of simple negligence, BVL shall only be held liable…
a. For damages resulting from injury to life, limb or health; and
b. For damages resulting from the violation of an essential contractual duty (an obligation which must be observed to enable the proper execution of the agreement in the first place and on the observance of which the contractual partner may regularly depend) – in such cases, however, BVL’s liability shall be limited to compensation for the typically foreseeable degree of damage.
(3) The limitations of liability stipulated in Section 4.2 shall not apply if the damages result from injury to life, limb or health, if BVL is guilty of malicious intent, or if BVL has assumed a guarantee.
(4) As the technology currently available on the market does not enable data to be transmitted via the Internet consistently without faults and/or with full availability, BVL shall not be held liable for the constant and uninterrupted availability of the online platform provided for virtual and online events, nor shall it be held liable for the use of webinar and streaming platforms in application service providing (ASP) mode.
(5) BVL shall guarantee the availability of the virtual event at the transfer point at an average of 95% during the exhibition.
(6) If the guaranteed availability is not met, the rights of the contractual partner shall be determined according to Section 14 below.
5. Service Disruptions, Force Majeure
(1) In justified exceptional circumstances and in cases of force majeure, BVL shall be entitled to postpone, shorten, stop, temporarily interrupt, partially close or cancel an event and/or host it through another technical service provider (event platform).
(2) Such a measure may be particularly justified in exceptional circumstances, for example, if an event cannot be carried out smoothly without significant restrictions for exhibitors / sponsors, participants or BVL, if the purpose of the event can no longer be fulfilled, or if BVL cannot be reasonably expected to host the event for economic reasons.
(3) BVL shall make this decision at its own discretion, taking into account the interests of all event participants concerned (particularly those of the exhibitors, sponsors, visitors, participants and speakers) and the necessary security considerations.
(4) The term “force majeure” is particularly used to refer to any incidents or circumstances beyond BVL’s reasonable control which could not be reasonably foreseen at the time the contract was concluded and which prevent BVL from fulfilling one or more of its contractual obligations, or which make it fully or partially impossible for BVL to fulfil such contractual obligations for longer than a temporary period. Until the contrary is proven, force majeure shall be particularly assumed in the following incidents / circumstances:
The prolonged failure of telecommunications, IT systems or energy; general industrial unrest (e.g. boycott, strike and lockout); the occupation of the entire event site or parts thereof (unless such unrest falls within BVL’s sphere of influence).
BVL shall immediately notify the contractual partner of such incidents.
6. Legal Consequences from Section 5, Up-Front Costs
(1) If BVL fully cancels an event before it begins, BVL and the contractual partner shall be released from their contractual duties.
(2) If a virtual or online event is rescheduled, postponed or shortened before it begins, the contract shall apply to the new venue or date, unless the contractual partner files an immediate objection with BVL in writing (no later than two weeks after being informed of the change).
(3) If an event is prematurely stopped or shortened, temporarily interrupted or partially closed after it begins, or if an event starts later than originally scheduled, the contractual partner shall still be obliged to participate in the part of the event that has not been cancelled and to pay the agreed exhibition / sponsorship fee in full. BVL must reimburse or deduct any saved expenses from the fee owed by the contractual partner.
7. Cancellation of an Event for Economic Reasons
BVL reserves the right not to hold an event at its own reasonable discretion, taking into account the legitimate interests of those concerned, if the event proves to be economically unviable or if the overview of the industry to be conveyed by the event cannot be guaranteed based on the registered participants. If an event is cancelled, the contracting parties shall be released from their mutual obligations. BVL shall be obliged to reimburse the contractual partner for any payments that have been made, provided the paid service has not been performed at the time of the cancellation. However, a cancellation shall not entitle the contractual partner to the reimbursement of any expenses incurred for its participation in an event, nor shall it entitle the contractual partner to compensation for damages.
8. Termination
The contract concluded with the exhibitor / sponsor shall be limited to the duration of the event. The contract may not be terminated ordinarily.
BVL shall be entitled to terminate the contract extraordinarily without notice if it has good reason for doing so. This may particularly be the case if the contractual partner violates one of its contractual duties or one of the obligations stipulated in these general terms and conditions. The same applies to the contractual partner if it has good reason for doing so.
9. Code of Conduct, Consideration
(1) When working with BVL, the contractual partner must observe the rules and principles stipulated in BVL’s Code of Conduct (https://www.bvl.de/files/1951/1976/1978/BVL_Verhaltenskodex_160823.pdf).
(2) When carrying out any advertising activities, the contractual partner must observe the principles of serious advertising and, when arranging such advertising activities, the contractual partner must always consider the non-profit status and neutrality of Bundesvereinigung Logistik e.V.
(3) BVL and the contractual partner agree to consider each other’s legitimate interests, particularly in their public relations. They shall be promptly informed in advance of any circumstances that may be significant for the other party.
(4) If any of the provisions stipulated in Section 9.1 to 9.3 are violated, BVL shall be entitled to prohibit the contractual partner from carrying out such advertising activities.
10. Exclusivity
Unless explicitly agreed otherwise, the contractual partner shall not be granted any exclusivity rights.
Part II. Special Provisions
11. Creation of a Virtual Event Stand and/or Participant Profile
(1) BVL shall work with the contractual partner to create the exhibitor / sponsor / participant profile digitally within the virtual event platform. For this purpose, BVL shall contact the contractual partner via email in good time before the event begins and send the contractual partner a secure link or log-in details for the virtual event platform, which the contractual partner must protect against unauthorised use.
(2) Once the log-in details have been sent, the contractual partner must fully fit out the virtual stand and/or participant profile and post content within 3 working days before the start of the event.
(3) The contractual partner must provide the information established in the contract (e.g. on the company or participant profile) and upload and post the relevant images, graphics, texts and links.
(4) The contractual partner may commission BVL, for a separate fee, to post all or some of the content online and to edit such content upon consultation. BVL shall not be obliged to conclude such a contract.
(5) After reminding the contractual partner and granting a short grace period, BVL may make alternative arrangements for virtual event stands that have not been completely filled.
12. Placement of the Event Stand
The position of the virtual event stand in the virtual exhibition area shall be decided by BVL depending on the concept of the event in question. The contractual partner shall not be entitled to ask for the virtual event stand to be put in a certain position.
13. Presentations / Workshops / Talks
The following also applies to contractual partners who wish to hold presentations, workshops and/or talks at face-to-face and/or virtual events:
(1) The topics of presentations, workshops and talks must be sent to BVL one month before the event date.
(2) BVL must be provided with a contact who is responsible for the contractual partner’s presentations, workshops and talks.
(3) The contractual partner shall ensure that all presentations, workshops and talks start and end on time.
(4) The contractual partner shall be responsible for ensuring the availability of the technical equipment needed to hold presentations, workshops or talks at its own expense.
14. Obligations of the Contractual Partner
(1) The contractual partner shall be responsible for ensuring the availability of the technical equipment needed to participate in the virtual event at its own expense.
The same applies to web talks and digital live communication.
(2) If a text / video chat function is also offered, the chat function must be manned by specialist staff throughout the event.
(3) The contractual partner shall ensure the availability of linked pages for the duration of the contractual relationship.
(4) The contractual partner shall create and deliver digital content (e.g. texts, images, videos, graphics) in the contractually agreed format and quality or, if the format and quality are not stipulated in the contract, in a format that is optimised for web, in order to optimise the loading and display of the content and increase user satisfaction.
(5) The contractual partner shall inform BVL immediately if it has reason to believe the content it has posted may impair or violate applicable law or third-party rights of any kind.
(6) If the contractual partner notices disruptions in the contractually agreed provision of services, the contractual partner shall notify BVL immediately in text form (e.g. email).
(7) Once content provided by the contractual partner has been posted online by BVL, with or without editing as agreed, the contractual partner shall immediately check whether it is displayed correctly and then report any errors to BVL in text form (e.g. email) within three working days. The content shall be deemed to have been accepted after this period.
(8) If BVL incurs any damage due to the contractual partner’s failure to fulfil the obligations agreed above, the contractual partner’s liability shall be determined by the statutory provisions.
(9) If the contractual partner violates its obligations, BVL reserves the right to deactivate its virtual event stand / appearance until the problem has been remedied by the contractual partner.
15. Liability of the Contractual Partner
(1) The contractual partner shall be held liable for any damage caused by the negligent or intentional actions of the contractual partner or third parties for which the contractual partner can be held accountable.
(2) Strict liability:
The contractual partner shall be strictly liable for any damage caused by risks arising exclusively from within its own sphere of influence which are beyond BVL’s control. This may particularly, but not exclusively, include the following:
· Any damage resulting from the improper use of the virtual platform; and
· Any damage resulting from the contractual partner’s failure to comply with the obligations stipulated in these general terms and conditions.
The contractual partner’s strict liability shall be limited to the risk that can typically be covered by liability insurance at the time the damage occurs. The contractual partner’s strict liability shall also be limited to the amount that can typically be covered by such liability insurance.
16. Warranty
(1) BVL shall present the content of its events and presentations throughout the contractual relationship in accordance with the provisions of these general terms and conditions and shall ensure the availability of the websites mentioned in Section 4.
(2) If BVL’s performance falls short of the contractual agreements during the contractual relationship, the contractual partner shall be entitled to request a reasonable reduction in fees. This shall not apply if the poor performance is unimportant.
(3) Notwithstanding the preceding clause, the contractual partner shall be entitled to claim damages in accordance with the statutory provisions.
17. Legal Violations by the Contractual Partner; Exemption Clause
(1) The contractual partner shall assure BVL that the content it provides and uses for its virtual stand / appearance shall not violate applicable law, nor shall it violate or impair any third-party rights. In particular, the contractual partner shall be responsible for ensuring compliance with competition law and copyright regulations on its own account.
(2) BVL shall not check any content that is shared on virtual event stands or made publicly available.
(3) The contractual partner must indemnify BVL against any claims asserted by third parties due to the violation of copyright law, trademark law and/or competition law. If third parties assert claims against BVL due to the legal inadmissibility of an entry or any other content, the contractual partner shall indemnify BVL against any such claims, including all necessary legal defence costs, upon first request.
18. Rejection, Removal, Deactivation
(1) BVL may reject event content if it has reason to suspect that such content violates applicable law or infringes or impairs third-party rights, or if BVL cannot be reasonably expected to display the content for other reasons. This may particularly be the case if BVL is asked to display content which violates the principles of child protection, which shows or refers to extreme right-wing themes, which is technically inadequate and/or inferior in quality or otherwise unsuitable, which shows BVL and/or its event platform in a bad light or which has a significant impact on the faith that third parties have in BVL and its platform.
(2) BVL shall be entitled to allow only certain data formats and file sizes to be uploaded to the virtual platform, in order to make sure that the content is presented nicely and the website works properly.
(3) If BVL becomes aware of any content and/or linked pages that violate applicable law and/or infringe or impair third-party rights, or if BVL cannot be reasonably expected to present the event content for other reasons, BVL shall be entitled to immediately remove or deactivate the offending content without prior consultation with the contractual partner. The second sentence of Section 18 (1) applies accordingly.
(4) If any of the measures described in Section 18 (1) or (2) have to be taken, BVL shall immediately inform the contractual partner and state its reasons for doing so. In the case of Section 18 (1), the contractual partner shall be free to provide BVL with new or edited content which meets the contractual requirements. Any costs incurred as a result of subsequent delays shall be borne by the contractual partner.
In the case of Section 18 (2), the contractual partner shall either restore the contractually agreed condition of the content without undue delay, provide alternative content or another link, or prove that the existing content meets the contractual requirements.
(5) BVL shall discontinue the measures taken in accordance with Section 18 (3) as soon as the contractual partner presents evidence to prove that either the contractually agreed condition of the content has been restored or the existing content meets the contractual requirements.
(6) The contractual partner shall remain obliged to pay the fees regardless of whether measures are taken in accordance with Section 18 (1) and (3).
19. Granting of Rights
(1) The contractual partner shall grant BVL a simple, non-exclusive, non-transferable and global right to use the content it provides; the right of use shall be limited in time from when the content is posted online or sent to BVL until 3 months after the end of the contractual event and it shall be restricted to the purpose of the contract. By way of derogation from the first sentence of Section 19 (1), the rights of use with regard to entries in lists of participants, advertising materials, archives, social media accounts and live content shall apply until revoked by the contractual partner.
(2) The parties are aware that information posted online may be copied and shared, and that specialised archiving services document the status of certain websites at regular intervals. As a result, information posted online may still be found elsewhere even after it has been deleted on the original site.
(3) The granting of rights described in Section 19 (1) shall also include the right to store, reproduce, post, publish, broadcast, digitalise and edit the event content, as well as the right to commission third parties to exercise such rights, provided this is necessary to perform the contract.
20. Image Rights and Other Industrial Property Rights
(1) The contractual partner shall be prohibited from making video and audio recordings of an event without the approval of BVL and the consent of the persons concerned; the same applies to recordings made by third parties and the use of such recordings by the contractual partner or third parties.
(2) Any photo coverage of an event / exhibition in the press, television and digital media must be approved by BVL in advance.
(3) BVL shall be entitled to produce photographs, drawings, audio recordings and videos during an event for its own advertising purposes.
(4) The contractual partner may only use any advertising and press materials provided by BVL (e.g. logos, photographs, plans) to promote its own participation in the event / exhibition or for the purpose of reporting in the press, television and digital media.
(5) The contractual partner shall be prohibited from presenting any exhibits that may violate the copyrights, trademark rights, design rights, patent rights or other industrial property rights applicable in the place where the event / exhibition is held. If the above provision is demonstrably violated, BVL shall be entitled to terminate the contractual relationship for good reason.
(6) If any content shown by the contractual partner violates a property right and the owner of the property right asserts claims against BVL, the latter may demand that the contractual partner relieve it of its legal defence costs.
Part III. General Provisions
21. Data Protection
(1) BVL shall process the contractual partner’s personal data in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Such data processing shall be performed particularly on the basis of point (b) of Art. 6 (1) GDPR (i.e. for the purpose of performing a contract or pre-contractual measures).
The data shall also be disclosed to BVL’s service partners for this purpose. More information on data processing and the rights of data subjects under the GDPR can be found in the privacy statement of Bundesvereinigung Logistik (BVL) e.V..
(2) The contractual partner shall be responsible for ensuring compliance with the requirements of the applicable data protection provisions. In addition to the performance of this contractual relationship, this also includes the contractual partner’s own data processing purposes that may be pursued through the virtual event stand in connection with the virtual event and the agreed service package. The contractual partner may also be obliged to conclude a data processing agreement with BVL in accordance with Art. 28 GDPR; BVL may provide an appropriate template for the agreement.
(3) Notwithstanding the above, the parties shall remain liable in accordance with Art. 82 GDPR.
22. Severability Clause
If one or more of the provisions in these general terms and conditions prove to be fully or partially ineffective, this shall have no bearing on the validity of the remaining provisions.
23. Applicable Law, Place of Jurisdiction
(1) All legal relationships between BVL and the contractual partner shall be subject to the laws of the Federal Republic of Germany to the exclusion of all international legislation, particularly the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) If the contractual partner is a merchant, a legal person under public law or a special fund under public law, Bremen shall be the exclusive place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship or from these general terms and conditions. However, BVL shall also be entitled to take legal action at the contractual partner’s general place of jurisdiction.
Last updated: July 2021