General Terms and Conditions
Light Art Studios GmbH
Sect. 1 Scope
- These General Terms and Conditions (hereinafter referred to as ‘T&Cs’) form the basis and form part of any and all contractual relations between Light Art Studios GmbH (hereinafter referred to as ‘LAS’) and its contractual counterparties who receive services provided by LAS or who commercially lease items belonging to LAS.
- The following T&Cs shall apply exclusively. Any terms and conditions of the contractual counterparty of LAS shall be invalid insofar as they diverge from these T&Cs.
- In the event that the parties agree upon individual contractual provisions that diverge from or oppose the provisions of these T&Cs, the provisions of the specific contract shall take precedence.
Sect. 2 Subject of the contract
- The parties to contract shall agree to enter commercial relations pursuant to the individual contractual agreement concerned. The parties do not seek a contract of employment and no such contract will be entered into.
- The contractor shall be responsible for paying social security contributions and for tax matters and shall indemnify the client against any obligations in this regard.
- The contractor remains free to also work for other clients.
Sect. 3 Offer and contractual conclusion
- The contractual relationship in respect of the services comes into effect through the placement of an order by the client (offer) and the acceptance thereof by LAS.
- The acceptance of the order (offer) takes place in the form of a written order confirmation by LAS. The content of the client’s order (offer) shall only be legally binding following acceptance by LAS.
- The subject of the contract and/or the precise project description shall be included in the client’s order (offer) and in the order confirmation.
- The client’s order (offer) is always non-binding and subject to change. Human and/or material resources will not be reserved or set aside at any time.
Sect. 4 Written form
The written form required by this provision can also be met by means of email correspondence and a digital signature.
Sect. 5 Duration of the contract, termination
- The contract shall begin and end at the times agreed upon in the specific client order (offer).
- The contract may be terminated in writing. If the contract is terminated 60 days or more prior to the provision of service, no cancellation fee shall apply.
If the contract is terminated 60 days or less prior to the provision of service, the following
cancellation fees shall be payable:
- 60 days or less prior to the provision of service: 12.5% of the order volume
- 30 days or less prior to the provision of service: 25% of the order volume
- 14 days or less prior to the provision of service: 50% of the order volume
- 7 days or less prior to the provision of service: 75% of the order volume
- 3 days or less prior to the provision of service: 100% of the order volume
Sect. 6 Scope of services, obligations of the contractual counterparty
- The services to be provided by the contractor comprise the detailed list of tasks as per the order placed by the client.
- The contractor will notify the client of the results of its work at periodic intervals. In the contract, the parties may agree upon a time frame and an end date for the provision of services.
- If the contractor is unable to provide a contractually agreed service, the contractor undertakes to notify the client accordingly without delay.
- The contractor shall provide the equipment and personnel required to provide the services insofar as the client does not have appropriate equipment or premises at its disposal, unless otherwise agreed in the specific contract concerned. The parties shall, to the best of their knowledge and in good faith, endeavour to support the respective other party in the satisfaction of the obligation concerned by sharing information, details and experiences in order to ensure seamless and efficient working for both parties.
- Either party may submit a written request to the respective other party for changes to the agreed scope of services. Following receipt of the change request, the recipient will review whether the change is feasible and, if so, subject to what conditions, and notify the applicant of its agreement or refusal in text form without delay, stating reasons where applicable. In the event that a change request on the part of the client requires an extensive review, the service provider is entitled to charge for the cost of this review if it gives advance notice thereof, insofar as the client still insists upon a review of the change request. Where applicable, the amendments to the contractually agreed terms and services required for a review and/or a change shall be set out in writing in a modification agreement, which shall come into effect in accordance with these General Terms and Conditions.
Sect. 7 Prices and payment terms
- All prices are as stated in the client’s order (offer) and are binding upon acceptance of the client’s order (order confirmation).
- Any estimated prices for goods and services quoted on a time or material basis, particularly those in estimates, are non-binding. The volumes used as a basis for an estimate are based on analysis of the scope of services performed to the best of the contractor’s knowledge.
- VAT shall be invoiced at the rate applicable at the time of service provision.
- Invoices are payable in full upon receipt. If the invoice amount has not been received within 30 days of the date of the invoice, LAS is entitled to charge default interest. The rate of the default interest shall be governed by Sect. 288 of the German Civil Code (BGB).
Sect. 8 Personnel services
- Acting for its contractual counterparties, LAS provides services in the area of event engineering, focusing on event design including planning, visualisation, consultancy and documentation work. Details shall be set out in a written agreement between the parties.
- LAS shall perform the contractually agreed services in close specialist consultation with the client and other companies and individuals involved in the project, but as a company is independent in respect of the operational and artistic provision of the service(s) and is not bound by client instructions. In particular, there shall be no organisational inclusion in the organisational structure of the client.
- Personnel services, e.g. lighting technicians and similar roles, are not tied to specific LAS personnel. Personnel planning is at the sole discretion of LAS. To this end, LAS is permitted to engage contractors to perform contractually agreed services. The nature and choice of such contracting arrangements are at the discretion of LAS.
- The client undertakes to provide LAS in good time with all documents necessary for the provision of contractually agreed services. The scope and deadlines in respect of the provision of such documents are at the discretion of LAS. Insofar as the documents are incomplete in respect of service provision or if the deadlines have not been met, LAS reserves the right to withdraw from the contract. Upon receipt, LAS will review any documents submitted and has the right to refuse the provision of service insofar as the documents are incomplete or insufficient.
The client pledges to LAS that it will provide all the following product information no later than
seven days prior to service provision or the departure of LAS personnel.
- Time frame of service provisi on
- Travel information
- Hotel information
- CAD plans (vwx. and pdf.)
- Insofar as the client has failed in a timely fashion to satisfy an agreed duty to cooperate, the client shall also be obligated to pay for any resulting standby times of LAS employees as per the hourly rates of LAS.
- The client undertakes to inform LAS of any changes in planning or in the production schedule. Costs incurred due to a failure to communicate on the part of the client or other companies and individuals involved in the project will also be invoiced to the client.
Sect. 9 Documents
All documents in connection with order placement that are handed over to the client – e.g. calculations, planning documents, tables, drawings, visualisations, images, etc. – are subject to reservation of title and copyright. These documents may not be disclosed to third parties unless LAS grants the client written permission.
Sect. 10 Working hours
- Personnel services are invoiced using the unit ‘daily rate’. The daily rate comprises ten hours – nine hours of working time and a one-hour break.
If the daily rate (10 hours) is exceeded, each further hour or part thereof will be charged at 1/10 of
the daily rate plus one of the following surcharges:
- 11th + 12th hour – 25%
- 13th + 14th hour – 50%
- From the 15th hour, a further daily rate will be charged.
Sect. 11 Travel/accommodation
- Travel by car to a place of assignment outside Hamburg shall be charged at €0.40 per kilometre.
- The client shall provide a parking space for each human resource or, alternatively, shall pay any parking costs incurred, e.g. parking permit, multistorey car park, etc.
- In the event of a flight of five hours or more, LAS shall be entitled to a standard that corresponds to at least Lufthansa Premium Economy. In the event of a flight of ten hours or more, LAS shall be entitled to business class.
- In the event that the client does not book any such flights, LAS and all contractors engaged by LAS have the right to book flights in the classes stipulated in Paragraph 3 or, in the event of flights not in the corresponding classes, to upgrade to the classes stipulated in Paragraph 3. The costs shall be borne by the client.
- The client is obligated to bear all necessary travel costs, including any resulting additional costs (e.g. taxis, public transport, etc.).
- LAS personnel and all other contractors engaged by LAS shall be entitled to accommodation in a single room in a hotel of at least superior standard (four stars as per European classification).
- In the event that the client does not provide any such hotel to LAS personnel and/or all other contractors engaged by LAS, LAS has the right to arrange accommodation in a hotel in the class stipulated in Paragraph 6. The costs shall be borne by the client.
- In respect of domestic and foreign travel, expenses shall be charged to the client at rates set by LAS.
Sect. 12 Leasing and warranty
- LAS undertakes to make the leased item(s) available in the LAS warehouse in Halstenbek for the duration of the agreed lease period; the item shall be in a suitable condition for its contractually agreed use. The item may only be collected during business hours or by arrangement.
- The lessee undertakes to check immediately after handover that the leased item is complete and free from defects; if a defect is evident, the lessee further undertakes to notify LAS thereof immediately. If the lessee fails to inspect and/or notify, the condition of the leased items provided shall be deemed to be approved/free from defects unless the defect was not discernible at the time of inspection. If such a defect becomes apparent at a later date, notification must be made immediately upon discovery; otherwise, the condition of the leased items provided shall be deemed to be approved/free from defects, even in light of the defect.
- In the event of a notified initial defect pursuant to Paragraph 2, LAS is entitled to choose between replacement/subsequent delivery and repair. In the event that LAS is unable to complete the items or remedy defects in good time, the lessee may, in light of the individual defective/missing leased items, demand an appropriate reduction in the lease fee. In the event that multiple items are leased, the contract in its entirety may only be terminated due to the defectiveness of an individual item if the items have been leased as a set and if the defects impair the contractually intended functionality of the leased items in their entirety. If the lessee bears any partial responsibility for the defect, the right of termination shall be excluded.
- In the event that devices in respect of which LAS offers and recommends the additional employment of specialist personnel, due to such devices being technically complex or difficult to operate, are nonetheless leased by the lessee without specialist LAS personnel, LAS shall only be liable for malfunctions if the lessee is able to demonstrate that operating errors have not caused or contributed to such malfunctions.
- Otherwise, warranty claims of the lessee arising during the lease period in which the items are in the care of the lessee are excluded. Irrespective hereof, the lessee undertakes to immediately notify the lessor in the event that a defect occurs or if precautions are required to protect the item(s) against unforeseen risks (Sect. 545 of the German Civil Code [BGB]).
- The lessee undertakes to obtain at its own expense and in good time any and all necessary public- law permits in connection with the planned use of the leased items. Insofar as installation is performed by LAS, the lessee undertakes to show LAS on request the required permits prior to the commencement of work. LAS makes no guarantees in respect of the eligibility of the leased items for permits for their intended use.
Sect. 13 Compensation
- Any and all contractual claims for compensation on the part of the lessee (including for additional services, particularly also transport and installation) are excluded, including and in particular claims for compensation due to impossibility of performance, due to non-performance and due to positive breach of contract; this liability exclusion also applies in respect of all kinds of consequential losses, lost profits and other pecuniary losses. Excluded from the aforementioned liability exclusion are such claims for compensation where the cause of loss or damage is based on grossly negligent or wilfully intentional actions on the part of LAS, as well as claims for compensation due to the lack of an explicit attribute assured in writing. Insofar as liability on the part of LAS is excluded, this shall also apply to the personal liability of LAS employees.
- The client shall only be entitled to contractual and statutory claims for compensation where such claims are based on an intentional or grossly negligent breach of contract by LAS, its legal representatives or executives. Claims for compensation based on strict liability pursuant to Sect. 536 (1) of the German Civil Code (BGB) are excluded. LAS shall also be liable for typical and foreseeable losses if they have been caused by grossly negligent or intentional actions on the part of a simple vicarious agent or the negligent breach of cardinal contractual obligations by LAS, its legal representatives or executives. These liability limitations also apply to the benefit of the legal representatives and executives of LAS.
- Liability for losses arising from loss of life, physical injury and damage to health remains unaffected by these liability limitations.
- In the event that LAS arranges for transport to be carried out by a third party, the client undertakes to assert any claims for compensation against the third party in the first place. To this end, the client may demand that LAS assign its claims against the third party to the extent in which LAS is liable to the client pursuant to Sect. 13 (1) and (2).
- The client shall bear the risk that, due to measures under public law and/or due to third-party decisions, the leased items cannot be collected from and/or returned to LAS by the client in the contractually agreed manner, that the leased items cannot be handed over to and collected from the client or the recipient stipulated by the client in the contractually agreed manner in the event that transport is handled by LAS and that any goods and services connected to the leased items and handled by LAS cannot be performed/supplied in the contractually agreed manner, unless LAS or third parties engaged by LAS are responsible for the problem.
- Claims for price reduction or compensation are excluded in the event that performance of the contract is affected or made impossible by force majeure.
- No guarantee is given that events will be successful and/or well received.
- Unless otherwise stipulated below, any further claims on the part of the client – whatever their legal grounds – are excluded. In particular, we shall not be liable for lost profits or other pecuniary losses incurred by the client. The above liability disclaimer shall not apply insofar as the losses are caused by wilful intent or gross negligence. In this instance, however, the duty to compensate shall be limited to foreseeable losses.
Sect. 14 Term of lease
- The term of the lease begins on the agreed date of collection of the leased items from the LAS warehouse (lease start date) and ends on the agreed date of return of the leased items to the LAS warehouse (lease end date); even if transport is handled by LAS, the time at which the items leave/are returned to the warehouse shall be definitive in respect of the lease start/end dates. As such, days (including parts thereof) on which the leased items are collected from/delivered by LAS and returned to/collected by LAS shall count as part of the term of the lease.
Sect. 15 Obligations of the lessee
- The leased items must be handled with care. The lessee undertakes to maintain the leased items at its own expense. LAS is entitled, but not obligated, to maintain the leased items during the term of the lease.
- The leased items may only be set up, operated and dismantled in accordance with their technical specifications and solely by qualified personnel. In the event that material is leased without personnel, the lessee undertakes to ensure ongoing compliance with all applicable safety regulations, particularly the UVV/BGV accident prevention regulations and the guidelines of VDE (Association for Electrical, Electronic & Information Technologies).
- The lessee undertakes to ensure an uninterrupted power supply when using the leased equipment. The lessee shall be liable for malfunctions of and damage to the leased equipment due to power failures, interruptions or fluctuations; this applies irrespective of whether or not the lessee is at fault. The lessee shall be liable for damage, loss, etc. up to the amount of the devices’ value as new. The lessee agrees to refund the value as new for used, defective or lost lights or other parts, including small parts.
Sect. 16 Insurance
The lessee is obligated to take out proper and sufficient insurance against the general risk (loss, theft, damage, liability) associated with the leased item(s). On request, the lessee will submit proof to LAS that it has taken out such insurance. At the express wish of the lessee, LAS will take out the insurance and pass on the costs to the lessee.
Sect. 17 Third-party rights
The lessee undertakes to keep the devices free from all encumbrances, claims, liens and other legal encroachments of third parties. The lessee is obligated to notify the lessor immediately, providing all necessary documentation, if the leased devices are nonetheless seized or if any other third-party claims are made against them. The lessee shall bear the costs (particularly legal prosecution costs) that are necessary to defend against such third-party encroachments.
Sect. 18 Return of the leased items
- The leased items must be returned to the LAS warehouse in Halstenbek and can only be returned during the company’s business hours (Monday to Friday, 10 a.m. to 6 p.m.).
- The lessee is obligated to return the devices in full, in a clean and defect-free condition and in an orderly state. LAS reserves the right to conduct a detailed inspection of the returned items after taking possession thereof. Even if LAS takes possession of the items without objection, this does not constitute acceptance of the completeness and condition of the returned items.
- It is imperative that the agreed term of the lease is adhered to; if this is not possible, the lessee must immediately notify LAS thereof in writing. For every day by which the date of return is exceeded, the lessee undertakes to pay the agreed daily fee in full. LAS reserves the right to assert further damages. If necessary, the daily fee shall be calculated by dividing the originally agreed total price by the number of days of the originally agreed lease term.
Sect. 19 Items leased on a long-term basis
- Insofar as the originally agreed lease term of the leased items exceeds two months (items leased on a long-term basis), the following provisions shall also apply.
- The lessee is obligated to maintain and repair the leased items.
- The lessee is obligated to carry out the legally required technical inspections and maintenance of the leased items independently and at its own expense. At the request of the lessee, LAS shall provide details of scheduled maintenance and repair.
- If the lessee returns the items without having carried out the work stipulated in Paragraphs 2 and 3, LAS is entitled – without issuing any further warnings or setting any further grace periods – to carry out the necessary work, or to arrange for third parties to carry out such work, at the expense of the lessee.
- The aforementioned obligations also apply from the point in time from which the total lease term due to a subsequently agreed renewal (i.e. calculated from the original start date) amounts to more than two months or from which the lessee, for other reasons, has had possession of the leased items for more than two months.
Sect. 20 Transfer of risk
- If the client provides a defective technical infrastructure and/or inadequate coordination/organisation, LAS shall assume no liability whatsoever for the service(s) offered.
- All technical and organisational prerequisites must be met, as discussed and defined in advance.
Sect. 21 Liability
The lessee undertakes, for its part, to agree the aforementioned provision to the benefit of LAS in its contracts with third parties, particularly artists, sportspeople and spectators, etc., insofar as the lessee itself has agreed a similar liability exclusion or could agree a liability exclusion to the benefit of LAS without incurring unreasonable economic disadvantages. If the lessee fails to meet this obligation, it shall indemnify LAS against the aforementioned third-party claims for compensation insofar as LAS is not liable to third parties due to gross negligence or wilful intent.
Sect. 22 Place of jurisdiction
- The business relations between the parties shall be governed solely by German law.
- If the client does not have a general place of jurisdiction in Germany or another EU member state, the sole place of jurisdiction for any and all disputes arising from this agreement is our legal domicile.
Sect. 23 Severability clause
The invalidity of individual contractual provisions shall have no effect on the validity of the remaining provisions.