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Our GTC

§ 1 Scope and General Provisions

(1) These General Terms and Conditions (“GTC”) apply to all supplies and services provided by Viridis Events (“Viridis”) to its clients (“Clients”), unless otherwise expressly agreed.

(2) These GTC apply to both Business Clients and Consumers. A “Business Client” is any natural person, legal entity or partnership with legal capacity acting in the course of its commercial, trade or independent professional activity when entering into the contract. A “Consumer” is any natural person entering into the contract primarily for purposes outside their commercial, trade or independent professional activity.

(3) Any conflicting, supplementary or deviating terms and conditions of a Business Client shall only apply if Viridis has expressly accepted them in text form. The performance of services without reservation shall not constitute acceptance of the Client’s terms and conditions.

(4) Individual agreements between Viridis and the Client shall take precedence over these GTC. Amendments and supplementary agreements should be recorded in text form, including by email, for evidentiary purposes.

(5) These GTC also apply to Clients domiciled or established outside Germany. Mandatory statutory provisions applicable to Consumers in their country of habitual residence remain unaffected where they cannot validly be excluded by agreement.

§ 2 Conclusion of Contract, Scope of Services and Prices

(1) The contractual relationship shall be based on the individual quotation issued by Viridis, which sets out the agreed scope of services, project specifications and remuneration.

(2) Unless expressly designated as binding, quotations, proposals and cost estimates issued by Viridis are non-binding.

(3) An order placed by the Client constitutes a binding offer to enter into a contract. Viridis may accept this offer within 14 calendar days of receipt. Acceptance shall generally take place by means of an order confirmation in text form.

(4) Any amendment or extension affecting the content, scope, timing or cost of the agreed services must be expressly agreed by both parties in text form. Unilateral amendments or extensions requested by the Client shall not become part of the contract unless accepted by Viridis.

(5) Prices quoted to Consumers are total prices and include the applicable statutory value added tax and any mandatory price components, unless applicable tax law requires otherwise.

(6) Prices quoted to Business Clients are net prices and are exclusive of statutory value added tax, where applicable. Where the reverse-charge mechanism or another cross-border tax arrangement applies, invoices shall be issued in accordance with the applicable tax legislation.

(7) Unless expressly included in the quotation, the agreed remuneration does not include additional fees, public charges or third-party expenses incurred in connection with the performance of the contract. These may include, in particular, fees payable to copyright collecting societies such as GEMA, contributions to the German Artists’ Social Security Fund, official permits, regulatory requirements, customs duties, local taxes or comparable charges. Viridis shall inform the Client of foreseeable additional costs as part of the quotation or project process wherever reasonably possible.

(8) Unless otherwise agreed, all payments shall be made in euros. Bank charges, currency conversion charges and comparable transaction costs charged by the Client’s payment provider shall be borne by the Client.

§ 3 Payment Terms, Advance Payments, Security and Set-Off

(1) The Client shall pay the remuneration agreed in the individual quotation. Unless otherwise agreed, Viridis’ claim for remuneration for an individual service shall arise once that service has been performed.

(2) Where no payment schedule has been agreed, Viridis may request reasonable advance or instalment payments. An advance payment shall be deemed reasonable if it corresponds to the value of services already performed or to expenses actually incurred or contractually committed in connection with third parties, including venues, technical suppliers, decorators, caterers, artists, producers or other service providers.

(3) Unless otherwise agreed, invoices and advance-payment requests shall be due for payment immediately upon receipt, without deduction. Any entitlement to a cash discount must be agreed separately in text form.

(4) The Client may only set off claims that are undisputed, acknowledged by Viridis or finally determined by a court. The Client may exercise a right of retention only insofar as the counterclaim arises from the same contractual relationship. Mandatory statutory rights of Consumers remain unaffected.

(5) If the Client fails to make a payment when due, Viridis may set a reasonable additional deadline for payment. If payment is not made within that period, Viridis may suspend further performance or terminate the contract for cause, subject to the applicable statutory requirements. An additional deadline shall not be required where the law permits immediate termination.

§ 4 Cancellation, Termination and Rescheduling

(1) Cancellation by the Client

If the Client cancels or terminates the contract, the Client shall reimburse all costs incurred up to the date of cancellation. These include services already performed by Viridis, internal project work and third-party services already booked, commissioned or used.

In addition, the following cancellation fee shall be payable on the remaining contract value, meaning the originally agreed total remuneration less the costs already incurred and charged:

– More than 60 calendar days before the event date: 25% of the remaining contract value

– 59 to 30 calendar days before the event date: 50% of the remaining contract value

– 29 to 14 calendar days before the event date: 75% of the remaining contract value

– Fewer than 14 calendar days before the event date: 100% of the remaining contract value

The Client expressly remains entitled to demonstrate that Viridis suffered no loss or a substantially lower loss as a result of the cancellation. Viridis remains entitled to demonstrate that the loss actually incurred was higher.

The right of either party to terminate the contract for cause in accordance with section 314 of the German Civil Code remains unaffected.

(2) Cancellation or Termination by Viridis

Viridis may terminate or cancel the contract for cause. A material reason may include, in particular:

– force majeure or another unforeseeable event outside the reasonable control of Viridis;

– failure by the Client to make a payment when due, following expiry of any legally required additional payment period;

– a material breach by the Client of contractual obligations or applicable law;

– circumstances that make the lawful, safe or professional performance of the event impossible or unreasonable.

If the contract is terminated due to circumstances for which Viridis is not responsible, Viridis shall be entitled to payment for services already performed and reimbursement of third-party costs that have already been incurred or can no longer reasonably be cancelled. Any remaining advance payments shall be refunded to the Client.

If the contract is terminated due to a culpable breach by Viridis, Viridis shall refund advance payments received for services not performed. Viridis shall bear non-cancellable third-party costs where it is legally responsible for those costs, unless the Client elects to retain and use the relevant third-party service.

(3) Rescheduling

Any postponement or change to an agreed performance or event date is subject to the availability of Viridis and the relevant third-party service providers.

If the event is rescheduled fewer than 30 calendar days before the original date, Viridis may charge an additional administrative fee of 10% of the original contract value.

The Client remains entitled to demonstrate that the rescheduling caused no additional expense or a substantially lower expense. If Viridis is unable to accommodate the requested new date, the cancellation provisions in § 4(1) shall apply.

§ 5 Concepts, Work Results, Intellectual Property and Non-Award of Contract

(1) All concepts, illustrations, drawings, sketches, layouts, films, musical works, calculations, presentations and other materials or results created by Viridis in connection with a pitch, proposal or project (“Work Results”) remain the property of Viridis to the extent permitted by law.

All copyright, ownership, usage and other intellectual property rights in such Work Results remain with Viridis or the respective rights holder unless and until rights are expressly granted in accordance with § 6.

(2) If Viridis does not receive the relevant commission following a presentation or proposal, the Client shall, upon request, return or permanently delete all documents, Work Results and copies thereof, regardless of whether they exist in physical, electronic or any other form. Viridis may request confirmation of deletion in text form.

(3) The Client may not use, reproduce, publish, disclose or otherwise exploit Work Results presented prior to the conclusion of a contract unless Viridis has expressly consented in text form.

(4) Each party shall treat as confidential all non-public commercial, technical, creative and organisational information received from the other party in connection with the proposed or concluded contract.

Confidential information may only be disclosed to employees, professional advisers and service providers who require access for the performance of the contract and who are subject to appropriate confidentiality obligations.

(5) The confidentiality obligation shall not apply where the relevant information:

– was already lawfully known to the receiving party without an obligation of confidentiality;

– is or becomes publicly available without a breach of contract;

– is lawfully obtained from a third party without an obligation of confidentiality;

– is released for disclosure by the other party in text form; or

– must be disclosed under applicable law or by order of a competent court or authority.

Where legally permissible, the disclosing party shall be informed before any legally required disclosure is made. Only the information legally required shall be disclosed.

(6) The confidentiality obligations shall continue after completion or termination of the contract. More specific non-disclosure agreements between the parties shall take precedence.

§ 6 Rights of Use, Client Materials and References

(1) Upon full payment of the agreed remuneration, the Client shall receive a simple, non-exclusive and non-transferable right to use the Work Results created under the contract for the contractually agreed purpose and within the agreed geographical, temporal and substantive scope.

(2) Any reproduction, modification, publication, sublicensing, transfer or use beyond the agreed contractual purpose requires the prior consent of Viridis in text form and, where applicable, the consent of the relevant author or other rights holder.

(3) Any extension of the agreed rights of use must be agreed separately. Viridis may request reasonable additional remuneration, taking into account the nature, scope, duration, territory and reach of the intended additional use.

(4) The Client warrants that it is entitled to provide and use all texts, claims, names, logos, trademarks, photographs, films, musical works and other materials supplied to Viridis for the performance of the contract (“Client Materials”).

The Client shall obtain any necessary consent or permission from the relevant rights holders before providing the Client Materials to Viridis.

Where a third party asserts a claim against Viridis because Client Materials supplied by the Client infringe third-party rights, the Client shall indemnify Viridis against such claim to the extent that the Client is responsible for the infringement. This shall include reasonable legal defence costs. Mandatory statutory rights of Consumers remain unaffected.

(5) Viridis may use the Client’s company name or logo and photographs, films or sound recordings relating to an event for its own presentation and reference purposes only where the Client has approved the specific use in text form.

Any rights of identifiable individuals, guests, artists, employees or other third parties remain unaffected and must be obtained separately where required.

Any non-disclosure agreement, confidentiality agreement or individual restriction on publication shall take precedence over this provision.

§ 7 Defects and Liability

(1) In the event of a defect for which Viridis is responsible, Viridis shall initially be entitled and obliged to provide subsequent performance within a reasonable period.

If subsequent performance is unsuccessful, refused or unreasonable, the Client shall be entitled to the statutory remedies, including price reduction or termination where the statutory requirements are met.

(2) The Client may not terminate the contract due to an immaterial breach.

(3) Viridis shall be liable without limitation for:

– damage caused intentionally or through gross negligence;

– damage resulting from injury to life, body or health;

– fraudulently concealed defects;

– guarantees expressly assumed by Viridis; and

– liability that is mandatory under the German Product Liability Act or other mandatory law.

(4) In cases of ordinary negligence, Viridis shall only be liable for a breach of a material contractual obligation, meaning an obligation whose performance is essential to the proper execution of the contract and on which the Client may reasonably rely.

In such cases, liability shall be limited to the loss that was foreseeable and typical for this type of contract at the time the contract was concluded.

(5) To the extent permitted by law, any further liability for ordinary negligence is excluded.

(6) The above limitations of liability also apply to the personal liability of Viridis’ employees, representatives, agents and other persons engaged in the performance of the contract.

(7) For Consumers, the statutory limitation periods for claims relating to defects shall apply.

For Business Clients, the limitation period for claims relating to defects shall be 12 months from the statutory commencement of the limitation period, to the extent legally permissible. This limitation shall not apply to claims based on intent, gross negligence, injury to life, body or health, fraudulent concealment, an expressly assumed guarantee or mandatory statutory liability.

§ 8 Place of Performance

(1) Unless otherwise stated in the individual quotation or order confirmation, the place of performance shall be determined by the nature of the respective contractual obligation and the applicable statutory provisions.

(2) For Business Clients, the registered business address of Viridis shall be the place of performance unless otherwise agreed.

(3) Mandatory statutory provisions applicable to Consumers remain unaffected.

§ 9 Governing Law and Jurisdiction

(1) The contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) Where the Client is a Consumer, this choice of law shall not deprive the Consumer of the protection afforded by mandatory provisions of the law that would apply in the absence of this choice, particularly the mandatory consumer-protection provisions of the country in which the Consumer has their habitual residence.

(3) If the Client is a merchant, a legal entity under public law or a special fund under public law, the courts of Halle (Saale), Germany, shall have exclusive jurisdiction to the extent permitted by law. Viridis shall also be entitled to bring proceedings at the Client’s registered office or at any other court having jurisdiction under applicable law.

(4) For Consumers, the statutory rules on jurisdiction shall apply. In particular, where applicable European consumer-jurisdiction rules apply, proceedings against a Consumer may only be brought before the courts of the Member State in which the Consumer is domiciled. The Consumer’s statutory right to bring proceedings before another competent court remains unaffected.

§ 10 Consumer Information and Right of Withdrawal

(1) Where a Consumer enters into a distance contract or a contract away from business premises, the Consumer may have a statutory right of withdrawal.

(2) Where a statutory right of withdrawal applies, Viridis shall provide the Consumer with separate withdrawal instructions and, where required, the statutory model withdrawal form before the contract is concluded.

(3) Statutory exceptions to the right of withdrawal remain unaffected. These may apply, in particular, to certain services relating to leisure activities where the contract provides for a specific date or period of performance.

(4) If the Consumer requests that Viridis begin performing services before the expiry of the withdrawal period, Viridis may request the Consumer’s express declaration to that effect and any legally required acknowledgement regarding payment for services already performed or the expiry of the right of withdrawal.

§ 11 Language and Contract Documents

(1) The contract may be concluded in German or English. The language version expressly incorporated into the individual contract shall govern the contractual relationship.

(2) Where both a German and an English version are provided for information purposes, Viridis and the Client shall specify in the individual quotation or order confirmation which version applies.

(3) Quotations, order confirmations, amendments and other contractually relevant communications may be transmitted in text form, including by email.

§ 12 Final Provisions

(1) Individual agreements shall take precedence over these GTC.

(2) If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions shall remain effective. The invalid or unenforceable provision shall be replaced by the applicable statutory provision.

(3) No provision of these GTC shall exclude or restrict mandatory rights available to Consumers under applicable national or international law.

GTC version: August 2026

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