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General terms and conditions

These general terms and conditions apply to the contractual relationship between Koelnmesse GmbH ("Koelnmesse") and the users of the "ambista" online platform ("online platform").

These general terms and conditions exclusively govern the contractual relationship between the contracting parties. The general terms and conditions of the user do not form part of the contract.

The online platform is an online business network that allows users to search for and manage business contacts in the furniture and interiors industry within a closed communication and contact portal.

Users of the online platform can only be companies. This group of users is divided into three groups:

a. Companies of the interiors industry that do not exhibit at the interiors trade fairs of Koelnmesse.
b. Companies of the interiors industry that do not exhibit at the interiors trade fairs of Koelnmesse, but which purchase ambista as an account subject to payment.
c. Companies that are exhibitors at imm, interzum, Orgatec or another interiors trade fair of Koelnmesse. These latter user groups in b. and c. are customers of Koelnmesse.

These customers in c. receive the Advanced Account in accordance with the description of services in the context of the obligatory marketing package with their registration for the corresponding trade air event.

The online platform is provided free of charge in accordance with these general terms and conditions and the service description agreed upon on conclusion of the contract.

Pure usage without login data is also free of charge. The contract takes effect for this previously mentioned form of usage through the use of the platform. This encompasses the search engine and the blog.

Free account means that the user register, creates his own profile and can contact other users.

A differentiation must therefore be made between the simple user and the user subject to the payment of a fee.

1 Subject matter of the contract and conclusion of the contract

1.1 During the term of this contract, Koelnmesse will grant the user access to the online platform to the extent agreed.

2 Services provided by Koelnmesse

Koelnmesse grants the customer free access to the online platform. The duration of access is limited to the term of the contract. The scope of service results from the Description of services viewable here.

2.2 The online platform enables users who are customers to publish an expanded profile for the promotion of their company. The customers are exclusively responsible for the content and Koelnmesse has no influence upon it.

2.3 If Koelnmesse provides the user with the option of contacting other users via the online platform, then Koelnmesse will not participate in this communication in terms of content, and has no influence on the communication process or the contents of the communication. If contracts are concluded by way of communication via the platform, then these will apply exclusively between the users; Koelnmesse is never a contracting partner in these cases.

2.4 Koelnmesse endeavours to provide the online platform with the greatest possible availability. However, constant availability free of interruptions is not guaranteed. This applies in particular to planned maintenance work and technical failures not subject to the influence of Koelnmesse.

2.5 To the extent that Koelnmesse grants the user the possibility to upload or publish content himself from the online platform, Koelnmesse is not obligated to check the content of the user for its legality. If Koelnmesse does, however, become aware of any user content that breaches legal provisions, third-party rights or these general terms and conditions, in particular Items 4.2 and/or 4.3, or that advertises products that meet these criteria, then Koelnmesse reserves the right to delete such content at any time and without notice.

2.6 Koelnmesse is entitled, but not obligated, to extend and further develop the functional scope of the online platform and to add expansions or further developments at any time without prior notice.

2.7 Koelnmesse reserves the right to limit the functional scope of the online platform or to terminate these entirely. Koelnmesse will thereby take the justified interests of the user into account.

2.8 Koelnmesse is entitled to have its services performed by sub-contractors either in full or in part.
3 Obligations of the user

The user is obligated to keep its access data for the online platform secret and not to pass it on to third parties.

3.2 The user is obligated to refrain from uploading or publishing any content on the online platform that breaches legal provisions, third-party rights (in particular copyrights), these general terms and conditions or moral standards, in particular any pornographic, abusive, offensive, extreme right-wing or left-wing content or other content that does not comply with the free and democratic order.

3.3 When using the online platform, the user is obligated to observe all legal provisions, and in particular to not perform any anti-competitive actions or to unreasonably bother other users of the online platform within the meaning of § 7 of the German Act Against Unfair Competition (UWG) or to carry out, advertise or promote any structural sales activities (such as multi-level marketing or multi-level network marketing). It is also obligated to refrain from using any mechanisms, software or scripts in conjunction with use of the offered services, to not perform automatic copying of any content (e.g. using crawlers), to not publish or forward any content belonging to Koelnmesse or other users without authorisation, and to refrain from performing any actions that could potentially impair the functioning of the online platform infrastructure.
4 Usage rights

The user or his licensor remain the owner of all property rights and copyrights to the content placed on the online platform. The user grants Koelnmesse a simple, non-exclusive, transferable, sub-licensable and free-of-charge usage right, without any restriction on location, for all content uploaded by the user onto the Koelnmesse server or published using the online platform. This right allows Koelnmesse to use this content within the framework of the online platform, and in particular to reproduce or distribute the content, to make it publicly accessible, to send or forward it and to provide it to third parties in other ways and in any form of media, as well as to edit and modify it.  The usage right is limited to the term of the contract. Koelnmesse and its subcontractors are, however, entitled to make back-up copies of the content to the usual extent, and to continue to store these even after the end of the contract. Koelnmesse may use the content during and following the term of the contract for its own business purposes, meaning use it itself or through affiliated companies for the purpose of promoting the online platform or services related to it.
5 Exemption

5.1 The user exempts Koelnmesse from any claims made by third parties against Koelnmesse or its agents due to aculpable legal offense on the part of the user.

5.2 If third parties make any claims against Koelnmesse, then Koelnmesse must inform the user of these claims without delay and leave the defence to the user at its own discretion, or carry out the defence in coordination with the user.  Koelnmesse will not recognise or put beyond dispute any claims from third parties without the consent of the user.

5.3 The exemption applies accordingly for fines and other official or legal requirements and demands.
6 Warranty and liability

The liability and warranty of Koelnmesse are oriented to the legal provisions.

7 Term, end, blocking, cancellation

7.1 The contract is concluded for an indefinite period of time and can be terminated by both parties with a period of notice of 5 days.

7.2 Accounts subject to payment have a termination period of notice of 4 weeks from the end of the minimum term for user group b. The minimum terms amounts to 12 months.

7.3 In the case of user group c, the term is 12 months or until the next trade fair of the same name. The details concerning the trade fair result from the description of services.
7.4 The right to terminate the contract for good cause remains unaffected.

7.5 A good cause is deemed to be present in particular if the user commits a non-insignificant breach of its obligations as set out in Item 4.2 and/or 4.3 of these general terms and conditions.

7.6 Regardless of the reasons behind them, terminations must always be made in writing or text form.

7.7 Koelnmesse is entitled to block access of the user to the online platform temporarily if the user has breached a major obligation stipulated by this contract or an obligation set out in Item 4.2 or 4.3, or if there is reason to believe that the access of the user to the online platform is being misused.  In the event of a block, Koelnmesse will inform the user via email and provide the opportunity to make a statement.
8 Changes to the terms and conditions

These terms and conditions may be modified between Koelnmesse and the user by way of an appropriate agreement as described below: Koelnmesse sends the modified conditions to the user in text form before their planned coming into force, and informs the user of the new regulations and the date for their planned coming into force. Koelnmesse also allows the user an appropriate period of 2 weeks to declare whether it accepts the modified terms and conditions for further use of services.  If no declaration is provided within this period, which starts upon receipt of the notification in text form, then the modified conditions are deemed agreed.  At the start of this period, Koelnmesse will inform the user of the related legal consequences, i.e. the right of objection, the objection deadline and the significance of remaining silent.

9. Data protection

Koelnmesse is obligated to observe data protection provisions and will only use data placed at its disposal within the legally prescribed limits. The data protection guidelines published under otherwise apply.

10. Compensation, settlement, invoicing, conditions of payment

10.1 The user can settle invoices using the payment procedures offered by Koelnmesse. Should it not be possible to collect compensation, the user bears all costs resulting for Koelnmesse from this, especially bank fees in connection with the rejection of direct withdrawals and comparable fees to the extent to which he is responsible for the event resulting in the costs.

10.2 Koelnmesse is free to choose to send invoices and payment reminders exclusively in electronic form.

10.3  Koelnmesse reserves the right to convert the invoice from Euro to the respective national currency of the user at any time when the user does not contradict this.

10.4 The compensations for the accounts subject to payment are immediately payable for the entire term with invoicing.

10.5 Koelnmesse reserves the right to appropriately increase the compensation for the membership subject to payment taking effect with the start of a new extension period which follows either the minimum usage period or the respective extension period. A maximum of one price increase takes place each year. In this case, Koelnmesse will accordingly inform the user at least six (6) weeks prior to the end of the minimum usage period or of the respective current extension period. If the user is not in agreement with this compensation increase, he can object to this within a period of three (3) weeks via the contact form, letter or e-mail. The objection corresponds to a termination of the account subject to payment on the part of the user, so that the account subject to payment ends with the expiration of the existing minimum usage period or the extension period. When an account subject to payment is terminated, this reverts to a free account. The member profile and the company profile are maintained in the process and the corresponding products are hidden. When the free account is also to be deleted, this must also take place via the "Delete account" link.

10.6 Invoicing for the account subject to payment is carried out by an external service provider commissioned by Koelnmesse.

11 Final provisions

11.1 Koelnmesse reserves the right to remove users who do not belong to the industry from ambista.

11.2 Changes and additional agreements to this contract must be made in writing. This also applies to this provision on the written form.

11.3 The language of the contract is German. Translations into other languages are non-binding and serve solely to aid understanding.

The user can only offset claims by Koelnmesse or exercise a right of retention if its counter-claim is undisputed, if there is a legally binding title or if the counterclaim exists in a synallagmatic relationship with the affected claim.

11.5 The law of the Federal Republic of Germany applies, excluding the UN Sales Convention and conflict-of-law provisions.

11.6 Place of jurisdiction for all disputes resulting from or in connection with this agreement is Cologne.

11.7 If individual regulations of these general terms and conditions are or become ineffective, this does not affect the effectiveness of the other regulations. The ineffective provision is considered replaced by one that most closely reflects the commercial intent of the ineffective provision in a legally valid way. The same applies to any loopholes.

General terms and conditions status: 23.05.2018