General contractual Terms and Conditions
REALIZE GmbH - Agency for event marketing

§ 1 Scope of Application

(1) These General Terms and Conditions (GTC) shall apply to all contracts between REALIZE GmbH (hereinafter referred to as “REALIZE”) and its clients concerning the planning, organisation and implementation of events, as well as all related services.
(2) Any differing, conflicting or supplementary terms and conditions of the client shall only become part of the contract if REALIZE expressly agrees to their validity in text form.
(3) These GTC shall also apply to future similar transactions with the same client without the need for further express reference.
(4) The offers and services of REALIZE are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

§ 2 Subject Matter of the Contract and Conclusion of Contract

(1) The subject matter of the contract shall be the services described in the most recent offer issued by REALIZE and accepted by the client in text form. Subsequent ancillary agreements, amendments or supplements verbally agreed by the client shall become part of the contract once confirmed or accepted by REALIZE in text form (e.g. email). As a rule, the services include the conception, planning, execution and follow-up of events.
(2) REALIZE shall be entitled to engage subcontractors for the performance of services and to act as general contractor vis-à-vis third parties. Unless otherwise agreed in writing, REALIZE shall conclude all necessary individual contracts in its own name and on its own account.
(3) Communication with third parties shall generally take place exclusively via REALIZE. Direct agreements between the client and third parties commissioned by REALIZE are excluded and shall not be binding on REALIZE. The client’s right to make direct contact in urgent cases to prevent damage shall remain unaffected.
(4) Offers issued by REALIZE – including concepts and planning documents – are non-binding. A contract shall only come into effect upon written or text-form acceptance by REALIZE.
(5) Additional services and extra work not included in the offer but agreed subsequently shall be remunerated separately at the hourly rates agreed in the offer in accordance with documented evidence of services rendered. For productions and structural elements, ownership shall remain with REALIZE; use shall be granted on a rental basis only.

§ 3 Fees and Payment Terms

(1) All prices are quoted in euros and are exclusive of statutory VAT and any public duties or charges, unless expressly stated otherwise.
(2) Agency fees shall become due as follows:

• 50% of the most recently agreed detailed costs upon placement of the order
• 40% of the most recently agreed detailed costs six weeks prior to the start of the event
• 10% of the most recently agreed detailed costs after completion of the event

Invoices are payable within 10 calendar days of receipt without deduction.

(3) Expenses, travel and ancillary costs (e.g. communication and office lump sums) shall be invoiced separately in accordance with the offer and may be charged on a lump-sum basis. Supporting documents shall be provided upon request, where available to REALIZE.
(4) All goods delivered shall remain the property of REALIZE until full settlement of all current claims arising from the business relationship (extended retention of title).
(5) In the event of default of payment, REALIZE shall be entitled to charge statutory default interest pursuant to Section 288 BGB as well as reminder fees. Further claims remain unaffected.

§ 4 Services, Amendments and Adjustments

(1) The scope of services shall be determined by the content described and approved in the offer or concept, including any ancillary agreements confirmed by REALIZE in text form.
(2) Amendments to the scope of services require express confirmation by REALIZE in text form.
(3) Illustrations, visualisations and other representations serve for explanatory purposes only and are non-binding unless expressly made part of the contract.
(4) Changes or deviations from individual services that become necessary after conclusion of the contract and do not materially affect the overall character of the event shall be permissible and shall be accepted by the client. Warranty claims remain unaffected in the event of defects. REALIZE shall inform the client without undue delay of necessary changes.
(5) If VAT in the country of the event increases or other taxes or duties change, REALIZE shall be entitled to adjust prices accordingly.
(6) If agency fees are based on estimated time expenditure, deviations of up to ±10% of the calculated hours or daily rates may be invoiced without separate approval. Any deviation beyond this tolerance range shall require prior notification and client approval in text form.
(7) Prices stated in the offer are valid for four months from conclusion of contract. Proven increases in supplier or labour costs may be passed on. If the increase exceeds 5% of the total budget, the client may withdraw from the contract; REALIZE shall retain its entitlement to remuneration for services already rendered and third-party services commissioned.
(8) If performance is delayed for reasons attributable to the client, REALIZE may charge additional expenditure at the applicable hourly or daily rates.
(9) Additional costs resulting from incorrect or delayed information provided by the client or third parties (unless acting as vicarious agents of REALIZE) shall be charged separately.
(10) For services abroad, the exchange rates specified in the offer shall apply; exchange rate and tax changes remain reserved.

§ 5 Budget Management and Price Adjustments

(1) REALIZE shall prepare an initial cost estimate during the concept phase. If no overall agreement exists at the start of implementation, partial approvals shall be obtained in writing.
(2) Detailed costs shall be updated continuously. If the client does not object within five working days after receipt, the update shall be deemed approved.
(3) REALIZE shall handle invoicing for third-party service providers commissioned through REALIZE. Overnight accommodation and transfers shall be invoiced directly between client and provider to avoid margin taxation. REALIZE does not act as a tour operator.
(4) An open-book accounting arrangement (cost reimbursement against supporting documentation) shall only be permissible if expressly notified prior to project confirmation. Due to the additional administrative effort involved, REALIZE shall be entitled to charge such effort separately; the Client shall receive a separate offer in this regard. The inclusion of open-book documentation within the invoicing of third-party service providers (suppliers engaged by REALIZE) shall be excluded. In the case of an ongoing project, the accounting methodology once agreed may not be changed during the project term.
(5) REALIZE shall conduct price and contract negotiations with third parties in the Client’s interest and shall coordinate the relevant arrangements. Any direct price agreements or contractual negotiations between the Client and third parties commissioned by REALIZE are excluded and shall not be binding upon REALIZE; all communication shall take place exclusively through REALIZE.
(6) The Client acknowledges that changes and rescheduling may give rise to additional costs. Such additional costs shall be charged subject to prior notification and approval (text form being sufficient). In urgent circumstances, REALIZE shall be entitled to incur necessary expenses without prior approval where such expenses are required for performance and are in the presumed interest of the Client (negotiorum gestio pursuant to Section 683 BGB).

§ 6 Termination / Cancellation / Force Majeure

(1) The Client may terminate the contract at any time for convenience (cancellation). REALIZE shall retain its entitlement to payment for services rendered up to the effective date of termination, including any costs payable by REALIZE in respect of third-party services commissioned on behalf of the Client, in accordance with the provisions set out below.

(2) In respect of services not yet rendered by REALIZE, the following lump-sum cancellation fees shall apply, calculated on the agreed detailed costs pursuant to the most recent offer: up to 6 months prior to the commencement of the event: 30%; up to 3 months prior: 60%; up to 4 weeks prior: 80%; less than 4 weeks prior: 100%.

These lump-sum amounts reflect the ordinarily saved expenses and the possibility of alternative deployment of resources. The Client shall be entitled to demonstrate that REALIZE has saved higher expenses; conversely, REALIZE may demonstrate that lower expenses were saved.

(3) In respect of third-party services booked by REALIZE on behalf of the Client, the cancellation terms of the respective third-party provider shall apply in priority. Such terms may be requested by the Client prior to commissioning. Any cancellation charges, fees and non-refundable deposits shall be recharged on a one-to-one basis. Upon request, REALIZE may provide a cancellation overview; in addition, REALIZE shall be entitled to charge a flat handling fee of 10% of the net order value of the affected third-party service. The Client shall be entitled to demonstrate that REALIZE has incurred lower costs as a result of the cancellation.

(4) The right of either party to terminate the contract for cause shall remain unaffected. Good cause shall include, in particular, any persistent or material breach of contract by the Client (for example, continued non-payment despite reminder).

(5) Events of force majeure (including, without limitation, natural disasters, epidemics/pandemics, governmental orders, war, terrorism, or significant energy or transport disruptions) shall release the parties from their performance obligations for the duration and to the extent of the impediment. In the event of permanent impossibility, either party shall be entitled to terminate the contract. REALIZE shall be entitled to reimbursement of expenses incurred up to that point as well as the agreed cancellation fees pursuant to Clause 6 (2) and (3) in respect of services not yet rendered, including payments to third parties already commissioned.

§ 7 Acceptance and Complaints

(1) The client shall inspect the services upon handover.

(2) Obvious defects must be reported without undue delay in text form.

(3) Use of services without formal acceptance shall constitute acceptance unless substantial defects are reported within a reasonable period.

(4) If rectification fails, is impossible, or is unreasonable for the Client for reasons attributable to REALIZE, or if material defects exist, the Client shall be entitled to reduce the agreed remuneration accordingly or — in the case of material defects — to terminate the contract for cause.

In the event of such termination, the parties shall restore any benefits received in accordance with the applicable statutory provisions; services already rendered in part by REALIZE shall be remunerated on a pro rata basis.

Any further statutory rights of the Client, including in particular claims for damages or reimbursement of wasted expenditure, shall remain unaffected.

Termination shall be excluded where the defect is minor.

§ 8 Rental / Subletting

Subletting or transfer of provided materials to third parties requires prior consent of REALIZE.

§ 9 Liability

(1) REALIZE shall be liable for intent and gross negligence. In cases of ordinary negligence, liability shall be limited to breaches of essential contractual obligations and to foreseeable, typical damage.

(2) Liability for indirect damage, consequential loss and loss of profit is excluded unless caused intentionally.

(3) Liability for injury to life, body or health and under the German Product Liability Act remains unaffected.

(4) REALIZE shall not be liable for disruptions due to force majeure or circumstances beyond its control.

(5) REALIZE shall not be liable for any damage arising from the Client’s failure to follow instructions issued by REALIZE.

(6) The Client shall be liable for any items provided on a loan or rental basis up to the amount of the restoration costs or, where restoration is not possible or economically reasonable, the replacement value. The Client shall bear responsibility for any loss, damage, shrinkage, breakage (including glass breakage), or damage to premises, grounds or utility installations resulting from installations carried out in connection with the event, including damage caused by visitors or guests.

(7) Unless expressly agreed otherwise in writing, REALIZE shall not act as the organiser of the event. The Client shall assume full responsibility as organiser and undertakes to procure appropriate public liability insurance covering personal injury and property damage for the duration of the event. The Client shall indemnify and hold harmless REALIZE against any and all third-party claims arising out of or in connection with the Client’s role as organiser, to the extent legally permissible.

§ 10 Insurance

Insurance policies shall only be arranged upon express request and at the client’s expense. The client shall insure materials during assembly, dismantling and the event.

§ 11 Advertising / References

(1) REALIZE may use the event as a reference for its own marketing purposes.

(2) The client grants REALIZE a non-exclusive, worldwide, unlimited and royalty-free right to use its name, logo and event content for marketing purposes.

(3) The client warrants that it holds all necessary rights and indemnifies REALIZE against third-party claims.

(4) Confidential content must be marked in writing in advance. Withdrawal of reference permission shall only apply for the future. References already published (including, without limitation, printed materials, online content and presentations) which were created or disseminated prior to receipt of the revocation shall not be required to be removed retrospectively, unless overriding legitimate interests of the Client prevail and it is reasonable, taking into account the respective interests of both parties, to require REALIZE to restrict or comply with such revocation. Any mandatory statutory deletion obligations shall remain unaffected.

§ 12 Intellectual Property Rights

(1) All intellectual property rights and proprietary rights in and to any concepts, designs, graphics, drawings and other documents created by REALIZE or by third parties commissioned by REALIZE shall vest exclusively in REALIZE.

(2) Any use, implementation without the involvement of REALIZE, as well as any distribution, disclosure, citation or reproduction — in whole or in part — for the purpose of making such materials available to third parties shall require the prior written consent of REALIZE.

§ 13 Data Protection

(1) REALIZE shall process personal data exclusively for the purpose of handling enquiries and performing the contract and shall disclose such data to third parties only to the extent necessary for the provision of the agreed services or where required by law. Further details are set out in REALIZE’s Privacy Notice available at https://www.realize-events.de/en/privacy/

(2) The Client represents and warrants that all data, documents and information provided to REALIZE are free from third-party rights and that the Client is duly authorised to transmit such data, documents and information.

§ 14 Non-Circumvention

The client undertakes not to enter into business relationships with contacts introduced by REALIZE without consent during cooperation and for 12 months thereafter.

§ 15 Final Provisions

(1) Set-off rights shall only apply to undisputed or legally established claims.

(2) Amendments require text form.

(3) Should any provision be invalid, the remaining provisions shall remain unaffected.

(4) Governing Language These Terms are executed in both German and English. The English version is provided for convenience only and shall not affect the interpretation of the German version. In the event of any discrepancy, inconsistency or conflict between the German and the English versions, the German version shall prevail and shall be legally binding.

(5) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction shall be the registered office of REALIZE, where legally permissible.