General Terms and Conditions for the Use of hubs101
The contractual software supports customers in organizing virtual trade fairs and digital events and can be used by the customer and participants in virtual trade fairs or digital events via a web browser and a native app. Against this background, the contracting parties enter into the following agreement.
2.1 “Deviating Authorized User” means a natural or legal person who may be authorized to use the Software by an express agreement between Provider and Customer. The authorization is conditional upon further licensing by the Customer, who remains the sole contractual partner of the Provider.
2.2 “Order Form” means an online form or a form in printed form or PDF form that the Provider makes available to the Customer and through which the Customer can submit its binding contractual offer to conclude a contract under these Terms and Conditions.
2.3 “Agreement” or “Contract” means this Contract, which also includes any Order Form and the Product Description, in which further information about the features of the Software is available.
2.4 “Affiliate” means any company or business entity that is controlled by or controls or is subject to joint control with a party to this Agreement. In this context, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting shares of a company or, in the absence of ownership of more than fifty percent (50%) of the voting shares of such company, the ability to exercise influence to directly or indirectly determine or prescribe the management and policies of such company. For the avoidance of doubt, holding companies, parent companies, sister companies and subsidiaries shall be deemed to be affiliated companies.
2.5 “Content” means all content that Customer processes in the Software, including but not limited to data in the form of text, dynamic or static website elements, images, other media or hyperlinks.
2.6 “Participant” means persons participating in a virtual trade fair or digital event, whether as a visitor or as an exhibitor.
2.7 “Authorized User” means a person who is authorized to have access to the administrative level of the Software that allows the Software to be customized for the purposes of Customer’s proposed Virtual Trade Show or Digital Event and to conduct the Event. Authorized User may be (i) Customer itself, if Customer is a natural person, or (ii) if Customer is a legal entity, an (a) employee and/or (b) contractor of Customer who has been granted access to the Software on behalf of Customer in the course of providing services to Customer in order to customize the Software for Customer’s purposes or to provide services in the course of conducting the Event.
2.8 “Agreement Commencement Date” means the date on which this Agreement commences.
2.9 “Period of Use” means the time for which the Customer is authorized to conduct Events during the term of the Agreement.
2.10 “Software” means the software product defined in the product description at https://hubs101.com/ with the features agreed in this Agreement. The software is offered exclusively as standard software. The Provider is entitled to extend or supplement the scope of functions at any time.
3. Conclusion of Contracts
3.1 When concluding a contract via an online form, the Customer’s click on a button with the description “”Order now subject to payment” or a description with a corresponding meaning shall constitute the Customer’s binding offer to conclude a contract with the Provider in accordance with the provisions of this Agreement. The provider is then entitled, but not obliged, to accept this offer. The acceptance shall be declared by e-mail.
When concluding a contract via a PDF form, the Customer’s signature or a description with a corresponding meaning shall constitute the Customer’s binding contractual offer to conclude a contract with the Provider in accordance with the provisions of this Agreement.
3.2 All offers are subject to change and may be revoked at any time, but no later than the next business day after hubs101 has issued a legally binding order confirmation to the Customer. hubs101 shall prepare a coordinated offer based on an inquiry, which requires written confirmation within the specified time. This can be sent by post, e-mail, fax or digitally via CRM. In the case of orders by the customer’s purchasing department, a reference to the hubs101 offer and any event & event data must be provided.
3.3 An offer shall also be deemed to have been accepted as binding if an informal and timely acceptance or release of the offer is sent by e-mail.
If the offer is accepted/released or commissioned by the Client after the deadline specified in the offer, hubs101 shall be free to confirm the order on its part at the terms offered or to adjust the offer again with regard to time, financial and content aspects. These changes must be reconfirmed/released by the Client in order for a contract to be concluded.
3.4 A termination must be in writing to be effective.
3.5 The right to terminate without notice for good cause remains unaffected. Good cause shall be deemed to exist in particular in the event of serious or continued violations of the contractual provisions as well as in the event of impracticability of the contract. In the event of termination for cause, hubs101 shall be entitled to discontinue the development or submission of a product, to immediately deny access to hubs101 hosting and to disconnect the Internet addresses (domains) assigned to this contractual relationship from the connection of the servers. This will result in the deletion of the domain. hubs101 may also immediately block and delete deposited content and e-mail messages in this case without setting a grace period.
3.6 The General Terms and Conditions shall be deemed to have been accepted when the order is placed.
4. Access data, scope of license and services
4.1 The scope of licenses and services is defined in the customer information valid at the time of order confirmation. The customer shall have no claim to subsequently arising expansions or price changes of released service packages of hubs101 and shall also have no claim to reimbursement of the paid fee; in particular, this shall not constitute a right of termination on the part of the customer. However, an extension of the service may take place with the consent of hubs101.
4.2 After conclusion of the contract, the Customer shall receive access to login data with which he can adapt the software for the purposes of the planned events for 12 months.
4.3 The Provider grants the Customer a non-exclusive, worldwide right to use the Software during the Term. Events may only be held during the agreed period of use.
4.4 The Customer may use the software for any number of participants. Each booked customer will be charged according to the contract details.
4.5 The period of use may be started by the Customer at any time during the term within the software.
4.6 The license may only be sublicensed to affiliated companies of the Customer within the meaning of §§ 15 of the German Stock Corporation Act (AktG). Any other transfer, assignment or sublicensing is not permitted.
5. Obligations of the customer
5.1 The Customer shall be obligated to carefully store the provided login data and not to provide it to anyone except the Authorized Users. The Customer shall also be obligated to take appropriate measures to obligate the Authorized Users to store the login data carefully and to prohibit them from providing the login data to third parties.
5.2 The Customer shall notify the Provider immediately of any errors occurring in the Software and shall support the Provider in investigating and eliminating errors to the extent reasonable. This includes, in particular, submitting defect reports to the Provider in writing or text form at the Provider’s request and providing other data and protocols that are suitable for analyzing the error.
5.3 The Customer shall observe all relevant legal provisions when using the Software, in particular when posting the information. In particular, the Customer is obliged to appear clearly recognizable to the outside world as the organizer of the events, to create a legally compliant imprint and to inform the participants about the handling of personal data in accordance with Art. 13, 14 DSGVO.
5.4 The Provider shall only check information posted by the Customer or by participants for legal admissibility if a third party asserts against it that its own rights have been infringed by posted information. In this case, the customer shall indemnify the provider against all claims of third parties upon first request. Irrespective of this, the Provider shall be entitled to remove content that third parties have substantiated to the Provider as being illegal.
5.5 Templates provided by the Provider may only be used within the software. Use for advertising materials, websites or flyers of the Customer is permitted, provided that the advertising relates exclusively to the event to be carried out with the platform. With regard to the granting of rights, clause 9 shall apply accordingly.
5.6 The Customer is obligated to ensure proper backup of the data collected via the software, also outside the systems of the Provider.
5.7 The Customer is obligated to provide only true information in the order form and to inform the Provider in the event of a change in specified circumstances.
5.8 The Customer undertakes to duly provide all required data.
5.9 hubs101 reserves the right to charge separately for the processing effort for documents and materials that are not provided by the customer in the required manner.
5.9 If hubs101 takes into account subsequent change requests by the customer, the customer shall be charged for the additional costs incurred as a result in accordance with the agreed hourly or daily rates.
5.10 Acceptance of the offer includes the Customer’s agreement that hubs101 may use the Customer’s logo on its websites and name the Customer as a customer.
6. User manual / Hotline / Support and Service level
6.1 Instead of a user manual, the Provider shall provide the Customer with information on the use of the software in the form of training videos and online documentation on the website.
6.2 The Customer shall receive assistance by telephone or e-mail in the event of malfunctions of the software and operating problems.
6.3 The hotline can be reached on working days in Berlin from Monday to Friday from 10:00 to 12:00 and between 14:00 and 16:00.
6.4 The Provider owes an availability of 98.5% based on a calendar month. Available means that the use of the software is possible or impossible for reasons beyond the control and responsibility of the Provider.
6.5 Non-availability during a maintenance window shall not be taken into account when calculating the contractual availability. Maintenance windows can generally be used by the Provider between 22:00-1:00 CET for a total of 6 hours per calendar month to perform maintenance work. Maintenance work shall generally be announced at least 7 days in advance. In addition, the Provider is permitted to use an unannounced maintenance window a maximum of twice per calendar year. Unannounced maintenance windows take place exclusively in the night from Thursday to Friday between 22:00-1:00 CET.
Accordingly, hubs101 does not guarantee the uninterrupted availability of data and may use the remaining time for technical work. Liability on the part of hubs101 for data loss caused by technical failures, interrupted data transfers or other problems in this context is excluded.
Project-dependent special agreements shall be recorded in the contract.
6.6 The customer is not entitled to an own IP address, an own physical server for his content or a dedicated bandwidth (line capacity for data traffic), if not ordered separately. For the necessary cost reduction, the operation is carried out on powerful central computers (servers) with an IP address and a total bandwidth available for the respective server, whereby fluctuations in the bandwidth actually available to the customer are possible.
7.1 The Customer undertakes to pay to the Provider the remuneration agreed in the offer plus the statutory value added tax applicable at the time.
7.2 The Provider shall send the Customer an invoice for the contractually owed fee after conclusion of the contract. The invoice shall be sent exclusively in electronic form.
7.3 The remuneration shall be paid in advance for the entire term of the contract within 10 days of invoicing, unless otherwise agreed.
7.4 One-time fees, provision fees, variable fees such as licenses or the on-site service, as well as content & consulting services shall be invoiced upon provision of the service or immediately upon delivery. In special cases, this may be deviated from, provided that it was contractually stipulated.
7.5 All prices stated are in EURO and are net without statutory value added tax (currently 19%, which will be added in the event of invoicing).
7.6 The final invoice shall be issued at the latest after provision of the service. Payment shall be due at the latest after acceptance of the contractually provided service. Discounts and invoice deductions shall not be granted. After expiry of the payment terms, a default shall be deemed to have occurred. Hubs101 shall be entitled to charge a reminder fee of 25€ or interest on arrears of 5% above the current prime rate of the European Central Bank for reminders after the first reminder.
7.7 Until full payment has been made, hubs101 shall retain all rights of use to the services provided. Only upon payment in full shall these rights be transferred to the Client. During a delay in payment of a significant amount, hubs101 shall be entitled to block access to the software applications or the associated content management system. In this case, the Customer shall remain obliged to pay the invoiced amounts.
7.8 If the Customer is in default of payment of a not insignificant part of the remuneration for two consecutive months, hubs101 may terminate the contractual relationship for good cause without notice.
7.9 The customer may only offset claims on the part of hubs101 against undisputed or legally established counterclaims. The customer shall also only be entitled to assert a right of retention or a right to refuse performance on the basis of undisputed or legally established counterclaims.
8. Confidentiality and Data Protection
8.1 The parties agree to maintain confidentiality regarding confidential information. This obligation shall continue for a period of 2 years after termination of the contract.
8.2 Excluded from this obligation is such confidential information,
(a) which was demonstrably already known to the Recipient at the time of the conclusion of the Agreement or which subsequently becomes known to the Recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders;
(b) which are public knowledge at the time of conclusion of the contract or are made public thereafter, unless this is due to a breach of this contract;
(c) which are required to be disclosed by law or by order of a court or governmental authority. To the extent permissible and possible, the Recipient obligated to disclose shall notify the other Party in advance and give the other Party an opportunity to oppose such disclosure.
8.3 The parties shall only grant access to confidential information to those consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this Agreement. Furthermore, the parties shall only disclose the Confidential Information to those employees who need to know it for the performance of this Agreement and shall also oblige such employees to maintain confidentiality to the extent permissible under employment law for the period after their departure.
8.4 Content posted via the Software shall be the sole property of the Customer and shall be deleted upon termination of the Agreement, unless otherwise agreed.
8.5 The Customer is the responsible party for the personal data of trade fair participants and exhibitors within the meaning of the applicable data protection law. The Provider offers the Customer the contracts on commissioned processing, which are available on the Provider’s website, for the data-protection-compliant use of the software, which are to be signed by the Customer if required and sent to the Provider. The Provider is entitled to delete the data stored in the Customer’s account at the time of the end of the period of use after 30 days after the end of the period of use, unless an extension of the storage period has been agreed in writing or in text form. The Provider shall also be entitled and obliged to store data stored at the time of the end of the contract for a further 30 days after the end of the contract in order to still be able to transmit this data to the Customer upon request, unless the Provider receives different instructions from the Customer for earlier deletion. Upon expiration of this 30-day period, the data will be deleted.
8.6 In accordance with Section 33 of the German Data Protection Act (DSGVO), hubs101 points out that personal data will be stored as part of the performance of the contract and, if necessary, forwarded to vicarious agents and service providers of hubs101 to the extent required.
8.7 The customer agrees that his or her data may be stored and processed by hubs101 in electronic and other forms to the extent necessary for business operations. Otherwise, personal data will only be collected, processed or used if the customer consents or if a legal provision permits this.
9. Rights of use
9.1 The Provider is and shall remain the sole and exclusive holder of rights to all intellectual property rights existing in the Software as well as to the hubs101 trademark and any domains provided for use.
9.2 The Customer shall not be granted access to the source code. Decompilation and reverse engineering of the software are generally not permitted and the Partner is only permitted to the extent that German copyright law expressly allows corresponding actions.
9.3 For the term of this Agreement, the Provider grants the Customer the non-exclusive, non-transferable and non-sublicensable right, against payment, to use the Contract Software on the Provider’s systems. The Contract Software shall not be transferred to the Customer.
9.4 If, within the framework of the conclusion of the contract, an authorized user deviating from the Customer is expressly designated, the Customer shall be entitled and obligated to license the software to this authorized user. The Customer shall not be entitled to sublicense to third parties other than the agreed different authorized user. When concluding contracts for further licensing, the customer is obliged to ensure that the deviating authorized user is not contractually promised more rights than he receives from the provider on the basis of this contract. The customer remains exclusively entitled to support. The Customer itself shall only be entitled to use the Software in the interest of the deviating Authorized User in accordance with 2.7 (ii) b).
9.5 Clause 4.5 shall remain unaffected by Clauses 9.3 and 9.4.
9.6 The Customer shall also be granted a right of use to the contractual objects which the Provider provides to it within the scope of its maintenance obligations under this Agreement. If the customer uses contractual objects that are to replace earlier ones, the right of use to the replaced contractual object shall expire.
9.7 Insofar as a dedicated domain or a dedicated subdomain is provided for the End Customer and/or the Partner, the provision shall only take place for the term of the contract.
10.1 Specifications and performance data in public statements, in particular in advertising material, shall not be deemed to be quality data. The functionality of the software shall initially be based on the description in this contract including its appendices. In all other respects, the Software must be suitable for the use assumed under this Agreement and otherwise have a quality that is customary for software of the same type.
10.2 The Customer shall support the Provider in the determination and elimination of defects and shall grant the Provider access to the documents from which the more detailed circumstances of the occurrence of a possible defect result.
10.3 Any warranty claims for defects shall become statute-barred after 12 months.
11. Limitation of liability
11.1 The following provisions on the liability of the Provider shall apply to all claims for damages and cases of liability, irrespective of the legal grounds on which they are based (e.g. warranty, delay, impossibility, breach of duty in contractual or other obligations, existence of an impediment to performance upon conclusion of the contract, breach of duties of consideration, tort, etc.) except for:
(a) claims of the customer for damages resulting from injury to life, body and health,
(b) rights and claims of the customer in case of fraudulent concealment of a defect by the provider or due to the absence of a quality for which the provider has assumed a guarantee,
(c) claims and rights of the customer based on intentional or grossly negligent conduct of the provider itself, their legal representatives or agents, as well as
(d) claims of the customer under the Product Liability Act.
For the above exceptions, the statutory provisions shall apply.
11.2 In the event of damage caused by slight negligence, the Provider shall only be liable in the event of a breach of material obligations by its legal representatives or vicarious agents and then only limited to compensation for the typical damage foreseeable for the Provider at the time of conclusion of the contract. In all other respects, liability on the part of the Provider shall be excluded in the event of damage caused by slight or simple negligence.
11.3 For defects in the delivered software or defects in the installation or other documents, hubs101 shall have a right of rectification.
11.4 Subsequent elimination of defects can be guaranteed via a separate support contract. This can be concluded as part of the project or subsequently.
11.5 The customer’s right to rectify the defect itself and to be reimbursed for the expenses required to do so pursuant to Section 633 (3) of the German Civil Code (BGB) is expressly excluded.
11.6 The warranty of hubs101 shall not include any defects attributable to open source systems/development software used (CMS system, webshop systems, …). Hubs101 shall not be liable for defective software of the provider, but only for defects due to processing by hubs101.
11.7 Claims for damages by the customer shall become time-barred after one year beginning with the end of the year in which the claims arose and the customer became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware without gross negligence. Irrespective of the knowledge or grossly negligent ignorance, the claims shall become statute-barred five years after they arose and irrespective of their origin and the knowledge or grossly negligent ignorance, ten years after the commission of the act, the breach of duty or the other event triggering the damage (maximum period).
11.8 hubs101 develops apps for iOS & Android. Thereby, a runnability on iOS & Android devices for the respective last two operating system versions is guaranteed. In special cases, this can be deviated from, provided that it was specified in the contract.
At the same time, due to the large number of devices on the market with different specifications and technical parameters, hubs101 cannot guarantee that runnability can be ensured on all devices. A selection of devices on which the app is tested and should be executable is usually agreed with the customer and recorded in the contract.
11.9 hubs101 develops solutions for a number of browsers. The latest two versions are tested and supported for Firefox, Internet Explorer, Safari and Chrome. In special cases, this may be deviated from, provided it has been stipulated in the contract.
11.10 Further claims of the customer are limited by the liability regulations of these GTC.
12. Term of the contract and period of use
12.1 The contract shall generally commence upon conclusion of the contract and shall have a term of 12 months, unless otherwise stipulated in 12.2.
12.2 If the customer starts the period of use within the term according to 12.1, the term of the contract shall end at the end of the period of use, notwithstanding clause 12.1.
12.3 The Customer may extend the period of use to a longer period of use at the earliest three months before the expiry of the contract period and at the latest 30 days after the expiry of the contract period by declaration to the Provider in text form or in writing.
12.4 Each ordered license may be used during the term exclusively for the respective agreed period of use. The period of use can be freely selected and independently started by the Customer after conclusion of the contract.
12.5 The term shall generally end upon its expiration and may be extended by a further term at the earliest three months before expiration. The right to terminate for cause shall remain unaffected by the provisions of this paragraph. Termination must be in writing to be effective. The text form shall be sufficient for the written form in this respect.
13. Copyright, Use of the Work
13.1 The text, image and sound materials as well as programs and programmed extensions and other media created by hubs101 are protected by copyright unless expressly stated otherwise. Reproduction, making available and making available is only permitted with the written consent of hubs101.
13.2 The customer only acquires the unrestricted and exclusive right of use for the content, layouts and software created specifically for him. He does not acquire the copyright to programs, images, texts, videos, etc. that have not been specially developed or produced for the Customer. The customer does not acquire the right to edit or reproduce software developed by hubs101.
hubs101 shall continue to retain the copyright to developed source codes or other self-created developments or designs even after handover; exceptions shall be made by separate contractual agreements.
13.3 Until full payment has been made, hubs101 reserves the right to transfer the rights of use to the services provided. Only upon full payment shall these rights, which are limited in time, be transferred to the client.
13.4 For all products created by hubs101, hubs101 shall receive, unless otherwise contractually agreed, the unlimited right to present itself on these products with its name and logo as the developer, as well as to link from there (as far as technically possible) to its own site https://hubs101.com/. In addition, hubs101 may use the realized projects for advertising purposes (e.g. naming and linking on its own website) as a reference.
13.5 hubs101 shall maintain absolute confidentiality vis-à-vis third parties with respect to all operational processes, facilities, equipment, documents, etc. of which it becomes aware in connection with its activities for the Client or the Client’s customers and shall not make corresponding knowledge and information available to third parties.
13.6 The Client may not publish the work produced by hubs101 under any other name, unless otherwise stipulated in writing.
14. Reference Naming
The Provider shall be entitled to name the Customer, including the company name and logo, for reference purposes on the Provider’s website and in online and offline marketing materials such as flyers and product presentations.
15. Final provisions
15.1 Each contracting party shall bear its own costs incurred in connection with this contract and its execution, including the costs of its consultants.
15.2 German law shall apply to the exclusion of the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods.
15.3 Any disputes arising out of or in connection with this Agreement (including those concerning its validity) shall be subject to the exclusive jurisdiction of the courts of Berlin in the first instance.
15.4 Amendments and supplements to this Agreement as well as a waiver of any right under this Agreement shall be effective only if made in writing or in text form. This shall also apply to the waiver of the written form requirement or the text form requirement.
15.5 All offers and prices of hubs101 are always non-binding and subject to change, unless they have been declared binding in writing. Furthermore, all texts, information, prices, etc. from the customer information are subject to change and errors.
15.6 hubs101 shall be entitled to commission third party service providers to provide parts or the entire range of services. Hubs101 shall be entitled to change the Internet infrastructure used and the service providers and vicarious agents commissioned with the implementation at any time without separate notification, provided that this does not result in any disadvantages for the customer.
15.7 A change in the legal form of hubs101 or a sale of individual business units or the entire hubs101 company or a change in shareholders shall not constitute a special right of termination.
15.8 Unless otherwise stipulated in these GTC’s, amendments to the contract, supplements and ancillary agreements must be made in writing in order to be effective. The written form requirement shall also apply to any waiver of this formal requirement.
15.9 Should any provision of the contract be or become invalid or should the contract be incomplete, the remaining content of the contract shall not be affected thereby. The invalid provision shall be replaced by a provision which comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally effective manner. The same shall apply to any loopholes in the contract.