General Terms and Conditions
September 21st, 2015
1. Scope of validity
1.1 These terms and conditions of business apply exclusively to businesses, legal entities under public law or special funds regulated by public law within the meaning of Section 310(1) of the German Civil Code (BGB). They apply to all the services of KC Analysts GmbH and its companies, whatever the type and legal nature of the services offered or contractually undertaken.
1.2 We shall only recognise contradictory conditions or clients' conditions which differ from our conditions of sale if we expressly agree to their validity in writing.
1.3 Should contracts or tenders from KC contain written provisions which differ from the following general terms and conditions, the contractual provisions tendered or agreed individually will prevail over these general conditions of order.
2. Tender and conclusion of the contract
2.1 Should an order be regarded as in accordance with the tender, we can accept it within two weeks.
3. Participation in seminars and conferences
Registration is possible on the internet, or by letter, fax, e-mail or telephone. Registration will be legally binding when confirmed in writing by ourselves.
The itemised attendance fee applies per person and event and is net of statutory VAT. It includes the meeting documents, lunch and refreshments. KC reserves the right to replace scheduled speakers by others and to make necessary changes to the programme whilst preserving the overall character of the event. Delegates will be informed immediately if the event cannot be held because of force majeure, the inability of a speaker to attend, disruption at the venue or because the minimum number of delegates has not been reached. Cancellation due to a lack of delegates will not take place later than two weeks before the event. In this case the fee will be refunded. There will be no entitlement to a refund of travel and accommodation costs or loss of income unless such costs have been incurred due to gross negligence or deliberate intent on the part of KC. In the event of any interference with performance which may occur, we undertake to do everything in our power to rectify or restrict the effects of said interference.
Cancellation is possible at no charge up to thirty days before commencement of the event. Should KC receive notification of cancellation between 30 and 14 days before commencement of the event, half the attendance fee will be charged. The full attendance fee will be payable from the 13th day before commencement of the conference or in a case of no show. We shall accept a replacement delegate at any time, at no extra charge. Notice of cancellation must be given in writing.
All meeting documents are protected by copyright. Delegates are granted a simple, non-transferable personal right of use. Delegates and third parties are expressly prohibited from changing the content or editorial of meeting documents, even in part, or to use amended versions, copy them for third parties, place them in the public domain or disclose them, place them on the internet or other networks, whether in return for payment or free of charge, imitate them, sell them or use them for commercial purposes. No copyright notices, distinguishing marks or trademarks may be removed.
4.1 All questions from KC analysts (= consultants) about the affairs of the client business must be answered as fully, accurately and quickly as possible. The KC analysts will only ask questions to which the answers may be relevant to the project. KC must also be informed of circumstances which could be of relevance to the joint project in good time, on the client's initiative.
4.2 The client must accept results and reports provided by KC within ten working days. KC must be advised of necessary corrections and desired changes in writing, without delay. Should the customer fail to respond within this period, the service will be deemed to have been accepted.
4.3 Data security
Should the commission assumed by KC entail work by its analysts on the client's IT devices, the client must take steps to ensure easy data recovery in good time before commencement of work by the KC analysts.
4.4 In the absence of any agreement to the contrary, travel costs incurred for services to the client will be invoiced.
5. Research Access
5.1 Access to KC research documents requires conclusion of an annual contract. Other KC services discounted within the scope of such a relationship may only be obtained at a discount during the term of the annual contract.
5.2 In the absence of any agreement to the contrary, travel costs incurred for workshops and other services on the client's premises will be invoiced.
5.3 An annual contract will end automatically on the last day of its agreed validity. It may be extended at any time on request by the client.
6. Invoicing, due date, payment and arrears
6.1 Invoicing for consultancy services
KC is entitled to invoice the client monthly in arrears for fees and disbursements for consultancy services, as incurred.
6.2 Invoicing for research access
The fee for an annual contract under which access to KC research as well as other services is granted is payable annually in advance. Should additional services be required during the term of the contract, they will be invoiced with the order. Exhibitors' and sponsors' services available at a discount under an annual contract require the conclusion of a dedicated contract, with payment due on conclusion thereof.
6.3 Due date of payment
Payment of the attendance fee for an event is due on receipt of the invoice. Payment for all other services invoiced by KC is due in fourteen working days. Invoices are payable strictly net.
6.4 Arrears by the client
KC will be entitled to charge annual interest on arrears at 4.5 percentage points above base rate (Sections 247(1) and 288(1) BGB). KC may assert a claim for any further demonstrable losses due to arrears. Similarly, the recipient of the invoice is entitled to demonstrate that no loss has occurred or that it is significantly lower than asserted by KC.
6.5 Arrears by KC
KC will only be deemed to be in arrears if completion dates are agreed as firm and KC is responsible for the delay. For example, KC will not be responsible for unforeseeable unavailability of the consultant intended for the project, force majeure and other occurrences which were unforeseeable on conclusion of the contract and which render the agreed service unreasonably difficult or impossible, at least temporarily. Strikes, lockouts and similar circumstances affecting KC directly or indirectly are deemed equivalent to force majeure, unless they are illegal and caused by KC.
6.6 Obstacles to performance
Should the obstacles to performance be temporary, KC will be entitled to postpone fulfilment of its obligation by the term of the obstacle and an appropriate lead time. Should, however, obstacles within the meaning of paragraph 5.1 render KC's service permanently impossible, KC will be discharged from its contractual obligations.
6.7 Breaches of obligation
Should KC be responsible for breaches of obligation within the meaning of Section 280 BGB, paragraph 6 will also apply.
6.8 KC does not provide legal or fiscal consultancy services.
7. Data protection
7.1 By booking a seminar or conference, you are declaring your agreement to entry in the list of delegates, stating your name, first name, country and company affiliation. The list of delegates will be made available to the officially-declared sponsors of the event.
7.2 By registering for a free Kuppinger Cole event, e.g. a webinar or virtual conference, you are agreeing to inclusion in the webinar participant list, stating your name, company affiliation and contact details. This list of participants will be made available to the speakers at the webinar and the officially declared sponsors.
8.1 Errors in consultancy
Liability by KC will be precluded, if and insofar as any errors in consultancy are attributable to a failure by the client to fulfil its duties of cooperation under paragraph 2, fulfil them incompletely or not fulfil them punctually. In any case of dispute, the client will bear the burden of proof of complete, punctual fulfilment of all duties of cooperation. Moreover, KC will not assume any liability for any losses suffered by the client which are attributable to a failure to observe the duty of protection under paragraph 3.
Events are prepared carefully and conducted by qualified analysts. KC will not accept any liability for topicality, accuracy and completeness of the meeting documents and conduct of the event.
8.3 Deliberate intent and negligence
KC will only be liable for losses incurred by the client if and insofar as they have been caused by deliberate intent or gross negligence on the part of the former. In any case of dispute, the client will bear the burden of proof.
8.4 Guarantee of success
KC cannot guarantee a successful outcome of cooperation resulting from the consultancy services in terms of the respective commission.
Any claims against KC for compensation will be time-barred no later than after three years. The time-barring period will begin when the loss is detected, but no later than on conclusion of the contractual work.
9. Choice of law, place of fulfilment, client's general terms and conditions of business and court of jurisdiction
9.1 Only German law will apply, in addition to individual agreements and these contractual conditions of KC.
9.2 The place of fulfilment for services and payments is Wiesbaden.
9.3 The client's general terms and conditions of business will be ineffective in respect of KC, even if KC has not expressly rejected them.
9.4 The court of jurisdiction for all claims against KC is Wiesbaden. If the client is a registered merchant or has no court of jurisdiction in Germany, Wiesbaden will also be the court of jurisdiction for claims against the client by KC.