General Terms and Conditions of IMPRESS Destination Services UG
Art. 1 Area of Application
(1) IMPRESS Destination Services, Winterhuder Weg 76, D-22085 Hamburg (hereinafter referred to as “IMPRESS”) purchases services in the destinations and sells these to domestic and foreign businesses in form of a package or individual services.
(2) The following General Terms and Conditions (GTC) determine, subject to additional supplement agreements, the contractual relationship between IMPRESS and the contractor, in terms of sec. 1 (hereinafter referred to as “Client”). Any deviating terms of business of Client are hereby expressly excluded.
(3) Offers from IMPRESS address to enterprises only. Enterprise is any natural or juristic person, or any partnership of legal capacity, which at the time of transaction exercises its commercial or self-dependent professional activity (art. 14 BGB – German Civil Code).
Art. 2 Contract
(1) By confirming services offered by IMPRESS, Client makes a binding offer IMPRESS for the conclusion of a contract. Client may make such confirmation in writing, by e-mail or phone. The offer to contract of Client shall be based on the individualized package and/or individual services proposed by IMPRESS upon request.
(2) Client’s offer to contract shall be accepted by submission of the confirmation by IMPRESS in text form. In case the content of the confirmation deviates from the content of the offer, this shall be deemed a new offer by IMPRESS. The contract is deemed concluded on the basis of this new offer once the Client declares its acceptance, or makes the respective payment.
(3) The contract is formed by the Specification of Services by IMPRESS (hereinafter referred to as “Confirmation”), which is the form of contract.
Art. 3 Services
(1) The type and scope of services owed under the contract are determined by the Confirmation.
(2) The classification of accommodation stated by IMPRESS in the Confirmation refers to the system typical in the country concerned, unless IMPRESS specified a different classification.
(3) Unless expressly stated, hotel bookings are not deemed as equipped for disabled persons. Bookings of rooms suitable for handicapped persons are subject to special request and confirmation by IMPRESS in writing.
(4) Consideration of special requests, which deviate from the Confirmation, is in the sole province of the vendor, depending on its possibilities and availability, and cannot be warranted by IMPRESS.
(5) Unless otherwise agreed to in writing, IMPRESS shall be appointed by the Client to act as the exclusive provider of services listed in the Confirmation and, as such, will have the necessary authority to act on the Client’s behalf with respect to the organization and management of the program. IMPRESS will make payment to service providers, provided that Client has paid IMPRESS in accordance with the contract.
Art. 4 Terms of Payment, Delay of Payment
(1) IMPRESS shall invoice Client the contractual remuneration. The invoice amounts are understood as Euro unless specified otherwise, and include, if necessary, statutory VAT as applicable at the date it is incurred. Payment shall be made in accordance with the terms stated in the confirmation and invoice. Costs of money transfer shall be borne by Client. If no due date is indicated in the invoice, the amount claimed shall be due for immediate payment.
(2) IMPRESS shall be entitled to claim advance and/or part payment, in its own reasonable discretion, to be set off against the total price. To the extent IMPRESS intends to subject service against full or partial advance payment only, it shall notify Client accordingly, prior to contracting.
(3) Dunning costs for late payment shall be billed at 5.00 EUR per collection letter. Client is at liberty to prove that to IMPRESS did not incur any or minor loss.
(4) In the event advance payments, or the total respectively remaining amount is not paid by Client within the period agreed upon, IMPRESS may refuse service and, after a reasonable grace period granted, withdraw from the contract in case the service was not yet provided. In such event, IMPRESS shall invoice Client cancellation costs in accordance with art. 6.
Art. 5 Amendment of Services, Adjustment of Price
(1) IMPRESS is entitled to amend contracted services in case of serious reasons, which occur after contracting, and make such amendment inevitable. No amendments or deviations shall be admissible which substantially affect the overall character of performance – or are unacceptable for Client in consideration of mutual interests, or discriminatory under the principle of good faith. Warranty claims shall remain unaffected as far as such amended services are flawed with defects.
(2) In the event of price adjustments by its service providers after conclusion of the contract, IMPRESS is entitled to adjust the price agreed upon, taking into account the interests of Client, if such adjustment is compelling to avoid a cut of profits, provided that the circumstances resulting in such increase did not occur prior to contracting, and were not foreseeable at that time by the IMPRESS. To be valid, the notice of such increase must be given in writing, stating the relevant cost items, the time and allocation scheme of reference for such increase, and the respective calculation method.
(3) A price increase is admissible only in the event of increased costs, duties and taxes for services, and of exchange rates they were based on, and such claim has to be stated by the 20th day before the performance of services.
a) In case transportation costs as in effect at the time of contracting are increased – e.g. fuel cost – IMPRESS may adjust the travel price.
b) In the event of an increase of taxes and duties in effect at the time of contracting, which are essential for, and included in, the agreed scope of services, IMPRESS may increase the prorated amount accordingly.
c) In case of altered exchange rates after contracting, IMPRESS may increase the total price by the amount the price of the service has increased for IMPRESS.
(4) IMPRESS shall inform Client immediately about the alterations contemplated in sec. 1 to 3. In the event of a substantial alteration of essential services, including the price, Client is entitled to withdraw from the contract free of charge. In case of changes in terms of sec. 1, Client is entitled to request a service of at least the same value, instead of a withdrawal, if IMPRESS is able to offer such to Client without additional cost. Client must exercise such right toward IMPRESS immediately upon receipt of the notification regarding the altered service.
Art. 6 Withdrawal of Client before beginning of Service, Cancellation Costs
(1) Client may withdraw from the contract at any time prior to the execution of services. The withdrawal shall be declared toward IMPRESS in writing.
(2) In the event Client withdraws prior to execution, or declines the acceptance of services, IMPRESS is not entitled to claim the agreed remuneration. Instead, IMPRESS may claim a reasonable compensation of provisions and expenses incurred so far – depending on the respective total price – unless Client is liable for such withdrawal, or the cause is an act of force majeure.
(3) IMPRESS took into account a lump-sum compensation claim, prorated in time – i.e. depending on the closeness of the time of withdrawal to the agreed beginning of services and the agreed price – with an allowance for saved expenses and a different use of services, as the case may be. The lump-sum cancellation rates and times may differ, depending on the service, and shall be notified to Client for each individual case in the Confirmation.
(4) IMPRESS reserves the right to claim a compensation higher than the above lump sum in specific cases, provided that IMPRESS proves that it has incurred much higher expenses than covered by the applicable lump sum. In such instances, IMPRESS is obligated to totalize and document such compensation, taking into account, if pertinent, any saved expenses and different use of services.
(5) In case of a partial cancellation, the Parties shall agree on a new price, in consideration of their mutual interests and opportunities. If such agreement cannot be reached, the cancellation is deemed as a total cancellation, and the cancellation fee pursuant to sec. 3 applied.
Art. 7 Force Majeur
Either party may terminate its performance obligations without liability to the extent its performance is affected by acts or occurrences beyond its control that makes it impossible for IMPRESS to provide the services specified herein. The acts or occurrences that trigger the right of either party to terminate the contract under the terms of this section include, but are not limited to: acts of God, war, government regulation (including governmental advisories, quarantines and curfews), natural disaster, fire, strikes or other labor disputes, curtailment or disruption of transportation, civil disorder, terrorism and responses thereto, an act or occurrence creating a significant risk to the participants’ health or safety (as determined by both parties), or affecting a party’s performance. The contract may be terminated without liability for any one of such reasons by written notice from one party to the other within ten (10) days from the act or occurrence of Force Majeure. If the Program is scheduled for less than ten (10) days from the Force Majeure event, notice must be received in writing within twenty-four (24) hours from the act or occurrence of Force Majeure. Should this Agreement be terminated according to the terms in this Section, IMPRESS will return to Client any payments previously paid by Client to IMPRESS, less all of the following amounts which IMPRESS shall be entitled to retain: any non-recoverable and other out-of-pocket costs IMPRESS has paid or is obligated to pay to IMPRESS vendors, suppliers and subcontractors, and any costs (including labor) for which IMPRESS has otherwise incurred an obligation to pay, as of the time of the Force Majeure Termination, so long as such direct and/or indirect costs are supported by reasonable documentation. In addition, the work of IMPRESS until the time of the Force Majeure and needed beyond will be charged. IMPRESS shall additionally not be liable for delays due to causes beyond its reasonable control.
Art. 8 Alteration and Modification
Subsequent to the date of the Confirmation, it may be necessary for Client to make certain modifications to the Confirmation then in effect. Client will advise IMPRESS of any modifications or corrections to the contracted services in writing. In such event, and upon receipt of Client’s requested modifications, IMPRESS agrees to use its best efforts to accommodate the requested modifications of Client. In the event IMPRESS is able to accommodate such requested modifications, IMPRESS will notify Client of the change in price and shall prepare a new Confirmation, which shall supersede the previous Confirmation then in effect. In the event IMPRESS is unable to accommodate Client’s requested modifications, or in the event Client does not approve the prices and terms set forth in the revised Confirmation, Client and IMPRESS shall continue to remain obligated to perform their respective obligations pursuant to the previous Confirmation in effect.
Art. 9 Rescission in case of shortfall of minimum participants
In case of failure to reach a minimum number of participants, IMPRESS creates a new offer to the Client on the current number of participants or can withdraw from the contract, if the respective confirmation specifies a minimum number of participants. In this case IMPRESS charges the cancellation costs of the customer according to § 6.
Art. 10 Unclaimed Services
In case Client respectively his travelers do not make use of particular services properly offered for reasons, which are to be ascribed to Client or these participants, they have no claim for a compensation of the prorated price. IMPRESS shall endeavor to compensate expenses saved at the service providers. However, such obligation shall not apply to insignificant services, or is excluded because of regulatory provisions or orders from the authorities.
Art. 11 Termination Right of INBOUND Services
(1) If the customer has been granted a free right of withdrawal, IMPRESS can also withdraw from the contract free of charge within the set period without stating reasons.
(2) IMPRESS may terminate the contract without notice in the event that individual participants seriously disturb the event despite a warning by IMPRESS, or misbehave in such manner, which justifies an immediate rescission of the contract. In the event of a termination by IMPRESS, IMPRESS is still entitled to the payment of the price, to be set off against saved expenses and such benefits as obtained from a different use of unclaimed services, including any amounts credited by the service providers.
Art. 12 Client’s Obligations to notify and co-operate
(1) Client shall inform IMPRESS if he did not receive the necessary documents within the period specified by IMPRESS. Client is obligated to check on the accuracy and completeness of the travel documents received, in particular their compliance with the booking. Furthermore, Client is obligated to notify immediately IMPRESS on discrepancies, lacking documents or other inconsistencies. In case Client is liable for non-compliance with this obligation, he shall bear co-liability for any loss thus incurred (art. 254 BGB – German Civil Code).
(2) It is incumbent on Client to notify IMPRESS of any defects/deficiencies discovered. If he fails to do so by negligence, the price shall not be reduced. The notification of defects is not subject to a specific form but it is recommended it be made in writing. Such notification is unnecessary if fruitless for obvious or unacceptable for other reasons, or IMPRESS must have been well aware of the defect anyway.
(3) Prior to the execution of services, Client shall be provided with an emergency phone number or other data for immediate contact with IMPRESS. Client is obligated to forward the contact data to the responsible participants.
(4) Client shall inform participants on their obligation to pay themselves for any extra services at site not contained in the Confirmation of IMPRESS, such as e.g. visitor’s tax, other local levies, and costs of Pay-Tv, minibar or parking fees. IMPRESS will not bear any of these costs.
(5) Furthermore, Client shall inform participants on guarantees by credit card or cash deposits local service providers may require to be made. IMPRESS shall inform Client in due time of such requirements.
(6) It is incumbent on Client alone to notify his participants in due time on pertinent passport, visa and healthcare regulations, as well as any amendments thereof.
Art. 13 Exclusion of Claims, Statute of Limitation
(1) Claims based on deficient services shall be stated by Client toward IMPRESS within one week following the scheduled rendering of such service.
(2) The shorter statute of limitation shall not apply to claims for losses caused by gross negligence, and bodily harm.
Art. 14 Limited Liability
(1) By statute, IMPRESS shall be liable for damage to life, the body and health resulting from intentional or reckless breach of duties by IMPRESS, his statutory representatives or vicarious agents. IMPRESS shall also be liable for damage not covered by sent. 1 but resulting from intentional or reckless breach of duties by IMPRESS, his statutory representatives or vicarious agents, in line with the pertinent statutory regulations.
(2) IMPRESS shall also be liable for losses caused by negligence to the extent they result from a violation of rights to be granted by Client in line with the content and purpose of the contract, and/or by a breach of duties required in the first place for the proper implementation of the contract, on which Client does, and may, normally rely (cardinal obligations). Liability for material damages and pecuniary losses hereunder is limited to the foreseeable loss typical for such contract.
(3) In other respects, liability for material damages and resulting pecuniary losses is limited to 1.000.000 Euros per occurrence, even in case of a breach of contractual obligations.
(4) The liability for personal damages is limited to 10.000.000 Euros per occurrence, even in case of a breach of material contractual obligations.
The above limitations of liability shall apply accordingly in favor of the bodies’ corporate, statutory representatives and other vicarious agents of IMPRESS, but not for its vendors and subcontractors.
(5) In other respects, liability is excluded – unless mandatory by statute.
Art. 15 Sundry Provisions
(1) Subject to other individual agreements, the entire covenant between IMPRESS and Client shall be governed by German law.
(2) If Client is deemed a legal entity of public-law, or a special fund under public law, exclusive jurisdiction for all claims resulting from or related to this contract is agreed upon to be the domicile of IMPRESS. The same shall apply to persons having no general place of jurisdiction in Germany, or having moved their domicile or usual abode abroad, after contracting, or persons of unknown domicile or usual abode at the time of suing.
(3) Client shall be entitled to setoff only in the event his counter-claims are established by final judgement, or uncontested by IMPRESS, or in close reciprocal connection with IMPRESS’ claim. Client is only entitled to exercise a right of retention if his counter-claim is based on the same contractual relationship.
(4) Client is not entitled to assign his claims against IMPRESS hereunder without the consent of the latter.
(5) Any invalidity of individual regulations hereof shall not result in the invalidity of the contract as a whole.