Term Sheet für Corporates/Startups
This contract/agreement applies exclusively to all business relationships between Spotlight! GmbH (hereinafter referred to as the “Contractor”) and the Client in connection with the conception, organization, planning, and execution of in-person and online events (including the provision of services by speakers, moderators, performers, and online experts) or the procurement of services from third parties (speakers, moderators, performers, directors, technical experts).
§ 1
Customer Obligations
The Client is obliged to support the Contractor in the fulfillment of its performance obligations in an appropriate manner and in compliance with all relevant legal provisions. This includes, in particular, the timely provision of all information, data, advertising materials, technical aids, etc., that are required for the provision of services and/or constitute a necessary component of the agreed services. The Client shall fulfill its cooperation obligations in a timely manner and without being prompted to do so. The Client shall bear any costs associated with such acts of cooperation.
For an online event, the client shall provide the contractor with all materials, documents, and recordings (photos, films, clips, etc.), as well as all relevant data, at least two business days prior to the scheduled call or event for the purpose of technical preparation.
The Client is obliged to comply with all statutory regulations regarding the preparation and execution of the order (including, but not limited to, regulations concerning assemblies, noise control, fire safety, and data protection), to obtain any necessary permits, and to inform the Contractor in a timely manner of the requirements for such permits.
The Client shall designate one or more contact persons to the Contractor, thereby ensuring continuous and prompt communication regarding the planning, preparation, organization, and execution of the event. The Contractor must be informed immediately of any changes regarding the contact person.
The Client represents and warrants that it holds the rights of use and ownership regarding any content necessary for the Contractor to perform the services, and that any rights of use required for the performance of the order can be granted to the Contractor to the necessary extent without infringing upon the rights of third parties. The Client shall indemnify and hold the Contractor harmless against all claims in the event of an alleged or proven infringement of third-party rights. This shall also include legal costs.
The Client shall take out the necessary insurance policies for the event and, upon request, provide the Contractor with a corresponding confirmation. The Client assigns its claims against the insurer to the Contractor. Private events are excluded from this provision.
The Client must review the event concept or plan immediately upon its submission by the Contractor and notify the Contractor in writing without delay of any objections or defects. Defects that are not obvious must be reported in writing immediately upon discovery.
Value Added Tax: The Client agrees to comply with applicable invoicing laws based on the relevant VAT regulations. All fees and costs payable to the Contractor under this Agreement are exclusive of VAT (plus VAT, where applicable).
§ 2
Terms and Termination
Term: This agreement enters into force upon signature/acceptance by both parties and remains in effect until the agreed services have been fully performed.
Termination: Either party may terminate this agreement at any time by email, subject to a notice period of two months.
The right to extraordinary termination remains unaffected by this and may be exercised in the event of serious breaches of contract or insolvency.
Ongoing customer events remain unaffected by a termination.
§ 3
Financing terms and fees
The client’s fee to Spotlight! shall be paid in euros for each successful workshop, subject to the terms and conditions set out in this agreement.
The Client shall bear all taxes, levies, GEMA fees, and other charges and expenses (KSK, VG Wort, image rights, etc.). The Contractor undertakes to handle the necessary registrations and remittances to and from the collecting societies.
Unless otherwise agreed in advance, the client shall bear the travel and accommodation costs as well as the expenses of persons whose presence on site is required for the planning, preparation, organization, and/or execution of the event.
In the event that the customer cancels a scheduled workshop or service for any reason—including, but not limited to, illness or unforeseen circumstances—the following cancellation fees apply based on the specified notice period:
- More than 4 weeks in advance: No cancellation fee
- 4 weeks prior: 30% of the total order value
- 7 days prior: 50% of the total order value
- 1–2 days in advance: 70% of the total order value
- On the same day: 100% of the total contract value
Cancellation fees are due immediately upon cancellation and are either offset against any prepayments or invoiced.
This fee does not include indirect taxes applicable under the laws of the customer’s country of origin.
§ 4
Amendments to the Agreement
If, from the client’s perspective, a change to the content and scope of the services owed by the contractor is required, the contractor and the client shall agree on a contract adjustment that takes into account the additional effort and any delay resulting from the change in services. If no agreement on a contract adjustment is reached, the contractor is entitled to reject the request for a change in services.
Divergent, conflicting, or supplementary General Terms and Conditions shall become part of the contract only if and to the extent that the Contractor has expressly agreed to their applicability.
Amendments and supplements to this Agreement must be made in writing in accordance with Section 126 of the German Civil Code (BGB). This also applies to any amendment or waiver of this written form requirement.
There are no collateral agreements.
§ 5
Confidentiality and Data Protection
The Contractor is obliged to treat as confidential all confidential information that becomes known to it in connection with the order, unless and to the extent that the Client releases the Contractor from the obligation of confidentiality. This provision remains in effect even after the completion of the individual order.
Information regarding data protection can be found in the separate privacy statements made available to the client online via the website at the time each individual order is placed.
§ 6
Rights and Usage
The client agrees that the contractor may cite the assignment as a reference (including the client’s name and logo), unless and to the extent otherwise agreed.
To the extent that the contractor acts as an intermediary, the client undertakes, for a period of 36 months, …not to enter into contracts directly with the contact provided. In the event of a breach of the aforementioned obligation, the Contractor shall be treated as if they had brokered the conclusion of the contract. This includes a corresponding claim for payment of the brokerage fee that the Client would have paid for such a referral by the Contractor. The assertion of further claims for damages remains unaffected by the foregoing provision.
§ 7
Place of jurisdiction and applicable law
The exclusive place of jurisdiction for Spotlight! GmbH is Bonn.
This contract is governed by the laws of the Federal Republic of Germany, excluding private international law and the UN Sales Convention.
§ 8
General Provision
Should one or more provisions of this Agreement prove to be invalid, void, or unenforceable, the remaining provisions shall remain unaffected. The invalid, void, or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose and the presumed intent of the parties regarding the invalid, void, or unenforceable provision. This applies accordingly to any gap in the contract.
The Contractor is entitled to amend the contract at any time. The Client shall be notified of such amendments in writing or by e-mail and has the right to object to the amendment within one month of notification. If the Client does not object within this period, the contractual relationship shall continue on the basis of the amended contract. If the Client objects in a timely manner, the contractual relationship shall continue; however, the Contractor is entitled to terminate the contractual relationship subject to the standard notice period.
This agreement applies worldwide.