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General Terms and Conditions of GoLive Marketing GmbH

(hereinafter “Agency”)

1. validity

The following terms and conditions apply to all contracts, deliveries and other services unless they are amended with the express written consent of GoLive Marketing GmbH. Any deviating terms and conditions of the Customer shall be legally invalid in this respect unless GoLive Marketing GmbH has issued written confirmation. Acceptance of the agency’s services shall in all cases be deemed to constitute acceptance of these General Terms and Conditions.

2. offer and conclusion

  • 2.1: All offers are always subject to change. Obvious errors, typographical, printing and calculation errors are not binding for GoLive Marketing GmbH.
  • 2.2: GoLive Marketing GmbH offers may only be passed on to third parties with the express written consent of GoLive Marketing GmbH (see in particular clause 12.1).
  • 2.3: All prices per participant as well as prices for all other deliveries and services are based on tariff documents and price information from the service providers, and in the case of foreign service providers, possibly according to the exchange rate on the date of the offer. No guarantee can be given for the accuracy of this information.
  • 2.4: All calculations are subject to the minimum number of participants stated in the offer or the briefing. Deviations from this number of participants or other specifications entitle GoLive Marketing GmbH to adjust the budget to the actual number of participants and other changed parameters.
  • 2.5: GoLive Marketing GmbH shall charge a fee of 1% of the specified budget, but at least € 1,000.00, for the conceptual design of event and travel programs or other services that are produced by GoLive Marketing GmbH in response to a written request from the Customer. The conception fee shall be due upon notification of rejection; it shall be waived if the order is placed.
  • 2.6: Subsidiary agreements and amendments to existing contracts require written confirmation from both parties.
  • 2.7: The contract shall be deemed to have been concluded with legal effect once GoLive Marketing GmbH has confirmed acceptance of the order in writing or the delivery or service has been performed. However, GoLive Marketing GmbH shall be obliged to notify any rejection of the order without delay.
  • 2.8: If the prime costs increase in the course of business after conclusion of the contract, GoLive Marketing GmbH shall be entitled to adjust the agreed prices by the verifiable increase.

3. withdrawal from the contract

  • 3.1: Cancellations or withdrawals from the contract must always be made in writing. The effective date shall be the date on which the agency receives the cancellation during normal business hours.
  • 3.2: If the Customer withdraws from the contract after placing the order without being entitled to do so for a reason attributable to GoLive Marketing GmbH, GoLive Marketing GmbH shall be entitled to the following percentages of the agreed agency fee, plus VAT, as compensation for the loss of profit, depending on the time of withdrawal:
    • after order placement: 30%
    • up to 120 days before the start of the event: 50%
    • up to 90 days before the start of the event: 70%
    • up to 60 days before the start of the event: 80%
    • up to 30 days before the start of the event: 90%
    • less than 30 days before the start of the event: 100%
  • 3.3: The Customer reserves the right to prove that the actual loss of profit was lower. GoLive Marketing GmbH shall be entitled to claim higher proven damages.
  • 3.4: All expenses and agreed remuneration for agency expenses incurred up to the time of cancellation as well as all third-party costs, cancellation and withdrawal costs must be paid in full within 10 days of receipt of the invoice by the customer. After this payment deadline, the claims asserted shall be increased by the bank credit rates applicable at the time of receipt of payment by GoLive Marketing GmbH.
  • 3.5: Advance payments to service providers made by GoLive Marketing GmbH from deposit payments made by the Customer shall be refunded to the Customer to the extent that they are repaid to GoLive Marketing GmbH by the service providers concerned. GoLive Marketing GmbH shall not be obliged to take legal action against service providers for the repayment of advance payments. GoLive Marketing GmbH shall assign any claims in this respect to the Customer. The Customer accepts the assignment. In principle, the cancellation rules of third-party suppliers shall apply to their services; in any case, however, 30% of the respective turnover.
  • 3.6: In the event of a postponement of the event date by the customer up to 60 days before the start of the event, 10% of the agreed order value/agency fee shall be charged as a rebooking fee plus all own and third-party costs incurred in connection with the rebooking if the event is held within the next 6 months. If there are more than 6 months between the original and the new event date, GoLive Marketing GmbH shall be entitled to charge costs in the amount of the percentages stated under point 3.2.
  • 3.7: The Agency reserves the right to (partial) rescission in the event of default in payment or in the event of breaches of important provisions of this agreement (confidentiality obligation, etc.) on the part of the Client.

4. withdrawal due to force majeure

  • 4.1: Impediment, endangerment or impairment of a significant nature due to unforeseeable and extraordinary circumstances such as war, civil unrest, epidemics, monetary, trade policy or other sovereign measures (withdrawal of landing rights, border closures, etc.), natural disasters, accidents, destruction of accommodation, strike, lockout, operational disruption or incidents of equal importance.Natural disasters, accidents, destruction of accommodation, strikes, lockouts, operational disruptions or similar incidents, regardless of whether they occur at GoLive Marketing GmbH or its service providers, entitle both parties to withdraw from the contract.
  • 4.2: In the event of withdrawal, GoLive Marketing GmbH shall receive the agreed remuneration for services already provided. With regard to services not yet provided, 40% of the agreed fee shall be agreed as saved expenses. For services provided by third-party providers, their cancellation regulations shall apply.
  • 4.3: Withdrawal must be declared in writing immediately after the reason for withdrawal arises. Claims for damages due to delayed or unfulfilled delivery or performance shall be excluded unless GoLive Marketing GmbH itself or its executive employees are guilty of intent or gross negligence. GoLive Marketing GmbH shall not be liable for gross negligence on the part of its vicarious agents. This exclusion shall not affect the personal liability of the vicarious agents for their own gross negligence.

5. payments

  • 5.1: Once the order has been placed by the Customer, GoLive Marketing GmbH shall draw up a project-related payment plan which shall automatically become valid unless the Customer objects in writing within 5 working days. If no payment plan is drawn up, the following terms of payment shall be deemed to have been agreed:
    • 30% of the order value after commissioning, but at least € 5,000.00
    • 50% of the order value up to 4 weeks before the start of the event/trip
    • 10% of the order value up to 2 weeks before the start of the event/trip
    • Remaining balance after the event and invoicing.
  • 5.2: Deposits payable to third parties to secure services (airline, hotel, local agents, etc.) will be invoiced separately by GoLive Marketing GmbH.
  • 5.3: Any exchange rate risk is the responsibility and risk of the customer.
  • 5.4: Personnel costs in general as well as for special services and additional orders during the event shall be charged at the following rates plus the applicable VAT:
    • Hourly rate for management/managing executive: € 185.00
    • Hourly rate Senior Consultant: € 145.00
    • Hourly rate Project Manager: € 125,00
    • Hourly rate Junior Consultant: € 98.00
    • Hourly rate for project assistance: € 85.00
    • Hourly rate back office: € 65.00

    Third-party costs are passed on in full plus VAT.

  • 5.5: All invoices are due net, i.e. without discount, upon receipt.
  • 5.6: If the customer is an entrepreneur within the meaning of the Austrian Commercial Code, he shall only be entitled to offset, withhold or reduce the purchase price, even if notices of defects or counterclaims are asserted, if these counterclaims have been legally established or are undisputed. The customer agrees to the offsetting of his claims and liabilities.
  • 5.7: All AKM, GEMA etc. fees incurred shall be borne by the client. Fees shall be borne by the Client. GoLive Marketing GmbH may assert any subsequent charges as claims, even if the project has already been invoiced.
  • 5.8: GoLive Marketing GmbH shall be released from the obligation to keep records of external costs for final invoices if the costs (budget items) are identical to or below the order budget. GoLive Marketing GmbH shall charge an agency handling fee of 15% plus VAT at the statutory rate on all cash expenses incurred on site or other costs assumed (room extras/cash bills etc.).

6 Delivery, performance, acceptance

  • 6.1: Compliance with agreed deadlines and dates requires that the customer has fulfilled its contractual obligations, in particular that it has provided all necessary documents, approvals, participant names and the agreed deposit payments and other payments on time and in accordance with the contract.
  • 6.2: Amendments to and deviations from individual services from the contractual agreements are only permitted if they become necessary after conclusion of the contract, are not caused by GoLive Marketing GmbH in breach of good faith and do not otherwise impair the overall character of the event.
  • 6.3: GoLive Marketing GmbH shall not be liable for delayed or omitted deliveries and services by service providers commissioned by GoLive Marketing GmbH. However, GoLive Marketing GmbH undertakes to assign any claims for compensation against service providers to the Customer.
  • 6.4: In the case of custom-made and printed products, excess or short deliveries of up to 10% as well as minor color deviations and changes are permissible.
  • 6.5: In the case of trips or events, complaints must be reported to GoLive Marketing GmbH or the responsible project manager on site as soon as they arise so that remedial action can be taken as soon as possible.
  • 6.6: GoLive Marketing GmbH shall not be responsible for delays in delivery and performance due to force majeure or events that make it significantly more difficult or impossible for GoLive Marketing GmbH to deliver or perform, even in the case of bindingly agreed deadlines and dates.
  • 6.7: If GoLive Marketing GmbH is unable to make its services available to the Customer for reasons for which the Customer is responsible, the risk shall pass to the Customer on the date of receipt of the notice of completion.

7. complaints about deliveries in kind

  • 7.1: The customer must inspect the goods received for completeness and freedom from defects immediately upon arrival and notify us in writing of any complaints within one week.
  • 7.2: In the event of justified complaints, GoLive Marketing GmbH shall, at its discretion, either replace or repair the goods free of charge. However, the replacement service shall only relate to the defective parts.
  • 7.3: The Customer must grant GoLive Marketing GmbH the time and opportunity required at its reasonable discretion to rectify the defect, in particular to make the item complained of or samples thereof available; otherwise the warranty shall lapse.
  • 7.4: In the absence of warranted characteristics, liability is limited to warranty and rectification.

8. liability

  • 8.1: GoLive Marketing GmbH shall only be liable for damage suffered by the Customer if it is guilty of intent or gross negligence. This shall apply to all claims for damages, irrespective of the legal basis on which they are based, in particular arising from impossibility of performance, default, positive breach of contract or tort. If GoLive Marketing GmbH is liable in accordance with the above, the obligation to pay compensation shall only apply up to the amount of the concept or agency fee.
  • 8.2: The limitations of liability agreed in this section shall apply to the same extent to GoLive Marketing GmbH’s vicarious agents and assistants. The limitations of liability shall not apply if GoLive Marketing GmbH itself or its executive employees are guilty of intent or gross negligence. GoLive Marketing GmbH shall not be liable for gross negligence on the part of its vicarious agents, whose personal liability for their own gross negligence shall not be affected by this.
  • 8.3: Additional limitations of liability apply to travel services:
    • The liability of GoLive Marketing GmbH is limited to the travel price if the damage to the traveler is caused by negligence and/or if GoLive Marketing GmbH is responsible for damage incurred by the traveler solely due to the fault of a service provider.
    • The liability conditions of third-party providers apply to their services.

9. reservation of title

  • 9.1: GoLive Marketing GmbH shall retain title to all goods delivered until all claims against the Customer arising from the business relationship, including claims arising in the future, have been settled. This shall also apply if individual or all of GoLive Marketing GmbH’s claims have been included in a current account and the balance has been struck and recognized. The goods may only be sold in the ordinary course of business, but may not be pledged or assigned as security. GoLive Marketing GmbH must be informed immediately of any seizures by other creditors.
  • 9.2: GoLive Marketing GmbH undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured by more than 20%, insofar as these have not yet been settled.

10. safekeeping of customer property

  • 10.1: The storage of promotional materials and other documents shall only take place after prior agreement and, depending on the individual case, also for a separate fee.
  • 10.2: The customer is responsible for ensuring adequate insurance cover for these promotional items and documents.

11. self-promotion

GoLive Marketing GmbH is entitled to use copies or examples of the events, goods or other services it supplies for its own advertising purposes. GoLive Marketing GmbH may refer to its company in a suitable form on contractual products without the Customer’s consent. The customer may refuse consent in writing.

12. copyright

  • 12.1: The copyright and the right to reproduce sketches, drafts, originals, models, texts, concepts, travel and event programs and the like produced by GoLive Marketing GmbH, in any process and for any purpose, shall remain with GoLive Marketing GmbH, subject to express written approval. The service providers proposed by GoLive Marketing GmbH (suppliers, artists, presenters, etc.) shall be regarded as an integral part of the concepts.
  • 12.2: If products are manufactured in accordance with the data, drawings, templates, samples and the like provided by the Customer, the Customer shall be solely responsible for checking that no third-party industrial property rights are infringed as a result. The Customer undertakes to indemnify GoLive Marketing GmbH against all possible claims for compensation which may be asserted as a result of the infringement of third-party industrial property rights.

13. competition clause

During an ongoing contractual relationship or the initiation thereof and for a period of 18 months following the termination of a contract between GoLive Marketing GmbH and the Customer, the Customer shall be prohibited from employing (directly or indirectly, indirectly or directly) employees, freelancers, subcontractors, service providers, suppliers, etc. of GoLive Marketing GmbH in GoLive Marketing GmbH’s line of business. The Customer is prohibited from employing GoLive Marketing GmbH’s employees, freelancers, subcontractors, service providers, suppliers etc. in GoLive Marketing GmbH’s line of business, commissioning them, having them commissioned or working with them in any other way, unless it can be proven that this cooperation already existed before the contractual relationship between GoLive Marketing GmbH and the Customer began.

14. transfer of rights, applicable law and partial invalidity

  • 14.1: The Customer may only transfer its contractual rights to third parties with the written consent of GoLive Marketing GmbH.
  • 14.2: The legal relationship between the Customer and GoLive Marketing GmbH shall be governed exclusively by Austrian law.
  • 14.3: Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

15 Place of performance, place of jurisdiction

The place of performance and exclusive place of jurisdiction for deliveries, services and payments and for all disputes arising between the parties, including those arising from cheques and bills of exchange, shall be the registered office of GoLive Marketing GmbH.

16. data protection

Both contracting parties undertake to comply in particular with the provisions of the GDPR (EU/2016/679) and the DSG2018 (Federal Law Gazette I No. 120/2017) and to transfer these to their employees and partners acting within the scope of this agreement and to take all necessary data security measures.