These General Terms and Conditions of Business are applicable to the contractual relationship between Koelnmesse GmbH (“Koelnmesse”) and the users of the Online Platform “ambista” (“Online Platform”).
These General Terms and Conditions of Business regulate the contractual relationship between the Parties on an exclusive basis. General terms and conditions of business of the user shall not become a constituent part of the contract.
The Online Platform is an online business network that enables users to find and maintain business contacts in the furniture and furnishings industry within a closed communication and contact portal.
Only companies can become users of the Online Platform. This group of users is subdivided into three groups:
a. Companies from the furnishings industry that do not exhibit at Koelnmesse furnishings trade fairs.
b. Companies from the furnishings industry that do not exhibit at Koelnmesse furnishings trade fairs, but purchase ambista as a paying account.
c. Companies that are exhibitors at imm, interzum, Orgatec or another Koelnmesse furnishings trade fair. These last-mentioned user groups in b. and c. are customers of Koelnmesse.
These customers in c. receive the Advanced Account in accordance with the performance description as part of the obligatory marketing package when registering for the corresponding tradefair event.
The Online Platform is provided free of charge in accordance with the present General Terms and Conditions of Business and the performance description, agreed at the time of conclusion of the contract.
The pure use without log-on data is likewise free of charge. With this above mentioned basic form of use, the contract comes into effect through use of the platform. This comprises the search engine as well as the blog.
Free Account means that the user registers, can create an own profile and can enter into contact with the other users.
A distinction must therefore be made between basic users and paying users.
1.1 During the term of the present contract Koelnmesse shall grant the user access to the Online Platform in the agreed scope.
2.1 Koelnmesse shall grant the user access to the Online Platform free of charge. Access is limited to the term of the contract. The scope of performance can be found here Scope of performance.
2.2 The Online Platform enables users, who are customers, to publish an extended profile for the promotion of their company. The content is the general responsibility of the customers and Koelnmesse has no control over this.
2.3 If Koelnmesse grants the user the opportunity to establish contact to other users via the Online Platform, Koelnmesse shall not participate in the communication contentwise, and has no control over the coming about and the content of the communication. If contracts are concluded by way of the communication via the platform, these shall come about exclusively between the users. Under no circumstances shall Koelnmesse become a contract partner.
2.4 Koelnmesse endeavours to offer the Online Platform with the maximum possible availability. Nevertheless, permanent and uninterrupted availability is not owed. This applies in particular in regard to planned maintenance work and technical downtimes beyond the control of Koelnmesse.
2.5 If Koelnmesse grants the user the possibility of uploading or publishing content onto/on the Online Platform himself/herself, Koelnmesse shall not be obliged to check content of the user in terms of its legality. If Koelnmesse nevertheless gains knowledge of user content that violates statutory provisions, rights of third parties, these General Terms and Conditions of Business, in particular Numbers 3.2 and/or 3.3, or promotes products that fulfil these criteria, Koelnmesse reserves the right to delete such content at any time without prior notification.
2.6 Koelnmesse is entitled, but not obliged, to extend and further develop the functional scope of the Online Platform, and to discontinue extensions or further developments at any time without prior notification.
2.7 Koelnmesse reserves the right to restrict the functional scope of the Online Platform or to discontinue the platform completely. In this respect, Koelnmesse shall take account of the justified interests of the user.
2.8 Koelnmesse is entitled to have its services provided in part or in full by subcontractors.
3.1 The user is obliged to keep his/her access data for the Online Platform secret, and not to forward these to third parties.
3.2 The user is obliged not to upload or publish any content onto/on the Online Platform that violates statutory provisions, rights of third parties, in particular copyright, the present General Terms and Conditions of Business or good morals, in particular pornographic, hurtful, insulting, extreme right/left-wing or other content that is not consistent with the liberal, democratic fundamental order.
3.3 The user is obliged to comply with all statutory provisions when using the Online Platform, in particular not to perform any anticompetitive actions, in particular not to harass other users of the Online Platform in an unreasonable manner as defined in Section 7 UWG (Law against Unfair Competition), not to carry out, advertise or encourage any network marketing measures (such as multi-level marketing or multi-level network marketing), not to use any mechanisms, software or scripts in connection with the use of the offer, not to copy any content in automated manner (e.g. using crawlers), or to disseminate or publicly reproduce content of Koelnmesse or other users without authorisation, and not to act in any way that is capable of impairing the functionality of the infrastructure of the Online Platform.
The user or his/her licensers shall remain the holders of all property rights and copyright to the content included on the Online Platform. The user hereby grants Koelnmesse a non-exclusive, geographically unrestricted and free right of use to use all content, uploaded to the Koelnmesse servers by the user or published with the help of the Online Platform, within the scope of the Online Platform, in particular to reproduce and disseminate the content, to make it publicly accessible, to perform, broadcast and broadcast it on, and to make it available to third parties in other ways on any medium desired, as well as to edit and rearrange it. The right of use is limited to the term of the contract. Koelnmesse and its subcontractors are however entitled at all times to create backup copies of the content in the customary scope, and to retain these even after ending of the contract. Koelnmesse is entitled to use the content for own business purposes during and after the term of the contract, i.e. to use the content itself or through affiliated companies for the purpose of promoting the Online Platform or related services.
5.1 The user shall indemnify Koelnmesse against all claims of third parties, asserted by these against Koelnmesse or its vicarious agents on the basis of a culpable violation of rights by the user.
5.2 In the event of third parties asserting claims against Koelnmesse, Koelnmesse shall inform the user immediately of the claims asserted, and, at its discretion, shall leave the defence to the user or conduct the defence in consultation with the user. Koelnmesse shall neither recognise claims of third parties nor declare them generally indisputable without the consent of the user.
5.3 The indemnification shall apply accordingly to fines as well as to other official or judicial orders and claims.
The warranty and liability of Koelnmesse shall be based on the statutory provisions.
7.1 The contract is concluded for an indefinite term and can be terminated by either Party with a notice period of 5 days.
7.2 Paying accounts for user group b have a notice period of 4 weeks to the end of the minimum term. The minimum term is 12 months.
7.3 With user group c the term is 12 months or up until the next identical trade fair. Details of the tradefair cycles can be seen in the performance description.
7.4 The right of termination for important cause shall remain unaffected.
7.5 An important cause shall be in particular a not only irrelevant violation by the user of his/her duties under Number 3.2 and/or 3.3 of these General Terms and Conditions of Business.
7.6 Notice of termination must be served in text form or writing, irrespective of the grounds.
7.7 Koelnmesse is entitled to block the user’s access to the Online Platform temporarily if the user has violated a principal duty to perform, stated in the present contract, or a duty under Number 4.2 or 4.3, or if there is reason to assume that the user’s access to the Online Platform is being used improperly. In the event of blocking, Koelnmesse shall inform the user of the blocking by email and grant him/her the opportunity to comment.
These terms and conditions of business can be amended through a corresponding agreement between Koelnmesse and the user as described below. Koelnmesse shall forward the amended terms and conditions to the user in writing before the planned date of coming into effect, and shall draw special attention to the new rulings as well as to the planned date of coming into effect. At the same time, Koelnmesse shall grant the user an appropriate period of 2 weeks to declare whether he/she accepts the amended terms and conditions of business for the future use of the services. If no statement is issued within this period — that shall begin upon receipt of the written notification — the amended terms and conditions shall apply as agreed. At the start of the period, Koelnmesse shall draw the separate attention of the user to this legal consequence, i.e. the right of objection, the deadline for objection and the significance of failure to comment.
Koelnmesse undertakes to comply with data protection regulations, and will use data handed over exclusively within the limits permitted by law. The data protection guidelines published under ambistsa.com shall apply in other respects.
10.1 The user can settle invoices using the payment procedures offered by Koelnmesse. If it is not possible to collect a payment, the user shall bear all costs, incurred by Koelnmesse as a result, in particular bank charges related to the return of direct debits and comparable charges, in the scope in which he/she is responsible for the occurrence triggering the charges.
10.2 Koelnmesse is at liberty to send invoices and payment reminders exclusively electronically.
10.3 Koelnmesse reserves the right to switch the settlement from euro to the user’s respective national currency at any time, provided the user does not object to this.
10.4 The charges for the paying accounts are payable for the entire term immediately upon invoicing.
10.5 Koelnmesse reserves the right to make an appropriate increase in the charge for the paying membership with effect from the start of a new extension period — following on either from the minimum period of use or from the respective current extension period. There shall be a maximum of one price increase per calendar year. In this case, Koelnmesse shall inform the user accordingly at least six (6) weeks prior to the end of the minimum period of use or of the respective current extension period. If the user is not in agreement with this increase in the charge, he/she can object to the increase by contact form, letter or email within a period of three (3) weeks. The objection equates to termination of the paying account by the user, meaning that the paying account shall end upon expiry of the minimum period of use or of the current extension period. If a paying account is terminated, it shall revert to a Free Account. The member profile and the company profile shall remain in place, the corresponding products will be blocked out. If the Free Account is also to be deleted, this must be done in addition via the “Delete account” link.
10.6 Invoicing of the paying accounts will be performed by an external service provider appointed by Koelnmesse.
11.1 Koelnmesse reserves the right to remove users from ambista if they do not belong to the industry.
11.2 Amendments and subsidiary agreements to the present contract require the written form. This shall also apply to this written-form clause.
11.3 The language of the contract is German. Translations into other languages are non-binding and are exclusively for the purpose of improved understanding.
11.4 The user can only offset against claims of Koelnmesse or exercise a right of retention if his/her counterclaim is undisputed, if a non-appealable title exists, or if the counterclaim is in a synallagmatic relation to the respective claim concerned.
11.5 The law of the Federal Republic of Germany shall apply, subject to exclusion of the UN Convention on Contracts for the International Sale of Goods and of conflict of laws provisions.
11.6 Exclusive place of jurisdiction for all disputes arising from or in connection with the present contract is Cologne.
11.7 Should individual rulings of these terms and conditions of business be or become ineffective, the effectiveness of the other rulings shall remain unaffected. The ineffective provision shall apply as replaced by a provision that corresponds as closely as possible economically to the meaning and purpose of the ineffective provision in a legally effective manner. The same shall apply in the event of loopholes in the contract.
last amended: 24/05/2018