Terms and Conditions | COLLECTION Business Centre

General Terms and Conditions

§ 1 Subject Matter of the Contract

The following General Terms and Conditions (GTC) apply to all services and contracts of the COLLECTION Group. In addition to the signed contract and these GTC, the subject matter of the contractual relationship comprises the service price list and COLLECTION’s house rules, in their currently valid versions. COLLECTION may amend these GTC at any time, and such amendments shall also apply to existing contractual relationships. The current version is available on the COLLECTION website (www.ubc-collection.com).

§ 2 This Contract

1. Scope

This contract corresponds to the application of an accommodation contract in the hotel industry. COLLECTION grants the customer the right to use the Business Centre and provides services to the customer on the basis of a separately concluded contract, the terms and conditions of which, together with the provisions contained in these Terms and Conditions and supplemented by the house rules, shall apply. This contract is subordinate to any contractual relationship between COLLECTION and the lessor of the Business Centre.

2. Contracting Parties

The customer undertakes to use COLLECTION’s services or the rented premises only under the company name specified in the contract or under another name agreed in advance with COLLECTION. The Customer is prohibited from using COLLECTION’s premises, workstations and other services with the same individuals but under a different company name or other name.

3. Commencement and Duration of the Contract

The contract commences on the date specified in the signed contract and remains valid for the duration agreed in the contract. It is automatically extended for the period specified in the contract. For all such periods, the last day of the month in which they would otherwise expire shall apply.

If the agreed start date of the contract is postponed because COLLECTION is unable to make the office premises available, the customer shall be exempt from payment of the service fee until the office premises are actually handed over. No claims may be made against COLLECTION for delay or loss of profit. If the handover is delayed by more than three months, the customer may terminate this contract without notice.

4. Termination / Obligations upon Termination of the Contract

Notices of termination must be received by the other contracting party in writing by post, fax or email by the end of the month, in accordance with the contractually agreed notice period. The effectiveness of the termination is determined by the date of receipt by the contracting party and not by the date of dispatch.

COLLECTION is also entitled to terminate the contract extraordinarily for good cause if the other party fails to fulfil its contractual obligations. These include, amongst others, the following reasons: a delay of more than two weeks in making a payment; failure to provide the contractually agreed security by the start of the contract; breaches of the house rules and these General Terms and Conditions; business activities or conduct by the contracting party within the rented property that are contrary to public policy, criminal or administrative offences; the commencement of insolvency proceedings in respect of the contracting party’s assets; the application for a judicial composition procedure; breaches of non-competition clauses; or a gross breach of contractual duties of loyalty and ancillary obligations.

In the event of termination without notice, COLLECTION shall be entitled to prohibit the customer from accessing the office complex and the office premises covered by the contract. These provisions shall apply mutatis mutandis to terminations with notice following the expiry of the notice periods.

If COLLECTION terminates the contract with the customer without notice, in the case of fixed-term contracts the outstanding monthly payments for the entire term of the contract shall become immediately due and payable as compensation for damages. In the case of open-ended contracts, a flat rate of three months’ fees shall be used as the basis for calculating claims for damages. The customer reserves the right to prove that no damage, or only minor damage, has been incurred.

The customer undertakes to refrain from any use of the business address and any associated components after the contract has ended. Otherwise, COLLECTION shall claim damages from the customer until such use ceases. The amount of damages shall be based on the contractually agreed remuneration. The customer must provide evidence of the date of termination.

Special provisions regarding office lettings:
In the event of termination without notice of a let office space, COLLECTION is entitled to have the office space cleared at the customer’s expense and to put it to alternative use if the customer fails to vacate the office within three days of receiving notice of termination. Furthermore, COLLECTION is entitled to prohibit any customer whose tenancy has been terminated without notice from entering the office complex and the rented premises; entry shall be permitted solely for the purpose of carrying out the clearance. The statutory provisions regarding the landlord’s right of retention shall apply.

The customer is obliged, upon expiry of the contract term, upon termination or termination without notice, to vacate the rented premises by the agreed date and to restore them to their original condition upon handover. Failing this, COLLECTION shall charge the customer a lump-sum compensation payment equivalent to three months’ service fees. The customer reserves the right to prove that the actual loss was less. This shall not affect any further claims for damages on the part of COLLECTION.

If the customer returns the rented premises to COLLECTION before the agreed end of the contract, the customer must fulfil all contractual obligations until the agreed end of the contract.
A Standard Virtual Office (postal, telephone and fax address) will be set up for the customer for a period of three months immediately following the end of the office service contract or following their departure from the premises. The customer will be invoiced an additional monthly basic fee for this, the amount of which is based on the current price list.

5. Miscellaneous

1. COLLECTION is entitled to provide the contractually agreed services at a different business centre or to terminate the contractual relationship without notice if the services cannot be provided at the business centre specified in the contract. Furthermore, COLLECTION is entitled to allocate a different office of a corresponding size to the customer within the same business centre at any time. In this case, COLLECTION shall inform the customer in good time. The customer undertakes not to assert any claims for damages against COLLECTION in the event of termination.
2. The customer agrees that COLLECTION may pass on to SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden, any data collected within the scope of this contractual relationship relating to the customer’s breach of contract or fraudulent behaviour.

§ 3 Rights and Obligations

1. Employees

The customer undertakes not to poach, have poached by third parties, or employ any employees of COLLECTION during or immediately following their employment with COLLECTION, or before the expiry of 12 months following the termination of this contract. In the event of a breach, the customer undertakes to pay COLLECTION a contractual penalty amounting to three times the gross monthly salary last paid to the employee.

2. Access to the Premises by COLLECTION

COLLECTION may enter the Customer’s premises at any time in the event of an emergency that has already occurred or in the event of imminent danger, to inspect their condition, for the purposes of maintenance, to check technical installations (e.g. fire alarms) or for other important reasons. If the service contract has been terminated in due time, the customer shall grant COLLECTION access during business hours, subject to prior notice, for the purpose of re-letting the premises. Furthermore, the tenant grants the cleaning company commissioned by COLLECTION blanket permission to enter the premises for the purpose of carrying out cleaning work.

§ 4 Use of the business address and rented premises

The office premises rented under the contract may not be used as shops or commercial premises, but exclusively for business purposes. Likewise, the customer is prohibited from subletting the premises or otherwise allowing third parties to use them.

The Customer’s use of the business address is permitted solely within the framework of the existing contractual relationship between COLLECTION and the Customer. The Customer is prohibited from using the name ‘COLLECTION Business Centre’, in particular in address details.

The customer is solely responsible for ensuring that their use of the Business Centre’s address complies with the law, in particular with regard to commercial law, registration law, civil status law, competition law and tax law. The same applies to any infringement of third parties’ rights arising from the use of the business address. Furthermore, COLLECTION accepts no liability for the achievement of any success intended through such use.

The customer undertakes to take out business and office liability insurance prior to moving into the premises, covering personal injury and property damage caused by their business operations. The customer is also obliged to include in their insurance cover any damage to and/or loss of items brought into the office and/or technical room. The insurance cover must also include damage caused by the Customer’s own employees whilst carrying out their duties. At COLLECTION’s request, the Customer must provide proof of having taken out liability insurance.

§ 5 Liability of COLLECTION

COLLECTION shall only be liable for damage suffered by the customer as a result of a breach of duty by COLLECTION, its legal representatives or its vicarious agents, whether committed intentionally or through gross negligence. This liability is limited to a maximum amount of compensation, which is determined by the country-specific insurance policy. COLLECTION shall not be liable for indirect or consequential damages. Furthermore, COLLECTION shall not be liable for the following: interruptions to the agreed services resulting from exceptional circumstances such as strikes, lockouts, force majeure or technical faults; for transmission errors arising from misunderstandings between persons providing or receiving information regarding the content of such information, as well as any delays in the transmission of communications attributable to the postal service or other transmission agencies over which COLLECTION has no control. Likewise, COLLECTION shall not be liable for claims arising from errors in content when processing orders and communications given solely verbally or by telephone, which relate to other clients of the customer, or which arise from the fact that computer programmes and/or computer systems (software/hardware) developed, manufactured, distributed, modified or recommended by the customer or on their behalf used, developed, manufactured, distributed, modified or recommended by the client, fail to recognise or correctly process calendar data. This applies in particular to liability claims arising from omissions in connection with modification, testing and maintenance work, as well as in connection with consultancy or assessment services. COLLECTION shall under no circumstances be liable for the customer’s loss of profit.

The customer undertakes to notify COLLECTION in writing of any damage for which they intend to hold COLLECTION liable immediately upon becoming aware of it.

§ 6 Personal Liability of the Customer

The customer shall be personally and unlimitedly liable for all claims arising from these General Terms and Conditions and the contract signed by them.

Should the customer sell their business in part or in full, prior agreement with COLLECTION is required due to the transfer of the contract to the legal successor. There is no entitlement to the transfer of this contract. The customer’s personal liability shall remain in force should there be no transfer agreement.

The customer shall be liable for all damage caused culpably or negligently by the customer, their relatives, employees, suppliers and tradespeople. Any damage caused must be reported to COLLECTION without delay.

Should the customer’s liability claims against COLLECTION, in the event of a rejection by COLLECTION or its insurance company, not be pursued in court within three months of such rejection, they shall lapse.

§ 7 Costs

1. Invoicing

COLLECTION shall issue an invoice to the customer upon the due date, which shall be sent in electronic form by email, provided this complies with the relevant tax regulations. The customer may, upon request, have an invoice sent by post; COLLECTION charges a fee per invoice for this service. The costs for this are set out in the currently valid price list.

2. Window cleaning

Window cleaning – which includes the cleaning of the inside and outside of the windows as well as any glass screens – is not included in the contractually agreed monthly flat rate. Once this work has been carried out by a specialist firm commissioned by the property owner, the cost will be apportioned to the customer on a pro rata basis. The charge per window is EUR 9.00 plus VAT at the statutory rate.

3. Interest on late payments / charges

COLLECTION is entitled to charge interest on arrears at a rate of 8 percentage points above the base rate; this does not affect the right to claim further damages. Furthermore, in the event of a chargeback, a returned direct debit, a credit card being declined, or a cheque provided by the customer bouncing, COLLECTION will charge a fee of EUR 60.00 plus VAT at the statutory rate per transaction.

4. Non-participation in the SEPA or credit card scheme / Fees

COLLECTION is entitled to charge a fee of EUR 60.00 plus VAT at the statutory rate per transaction if the customer pays by bank transfer contrary to the contractual agreement to participate in the SEPA or credit card schemes.

§ 8 Security deposit

Upon conclusion of the contract, the customer shall immediately provide a security deposit amounting to between one and three times the contractually agreed monthly gross flat-rate sum – depending on the product selected. This amount shall be held by COLLECTION without interest and shall serve as security for the fulfilment of the contractual obligations. Until the security deposit has been paid in full, COLLECTION shall be entitled to refuse to provide the agreed services or to grant access to the office premises. The security deposit serves as security for all claims by COLLECTION against the customer, regardless of the legal basis. The customer will have the security deposit returned upon termination of the contract, provided they give written notice and all claims – such as payment of the service fee, repair costs, legal fees and court costs, which have arisen as a result of COLLECTION asserting and/or defending claims against the customer, have been settled.

COLLECTION reserves the right to demand the provision of an increased security deposit if the outstanding amounts exceed the security deposit held or if the customer has repeatedly failed to pay due fees by the due date.

§ 9 Succession

In the event of the client’s death, the legal successor shall be subrogated to the contract. The contract shall not be affected by death, other legal succession or legal changes within COLLECTION.

§ 10 Flat-rate energy charge

COLLECTION reserves the right, in the event of a sharp rise in energy costs – including those costs passed on to COLLECTION by third-party service providers – to pass on a proportionate share of such costs to the customer. COLLECTION shall inform the customer of the additional costs in good time.

§ 11 Value Added Tax

Applicable to Germany:

COLLECTION has waived the VAT exemption under Section 4(12)(a) of the German Value Added Tax Act (USTG) in respect of the letting of the premises provided, in accordance with Section 9 of the USTG (VAT option). Consequently, the customer must pay VAT at the applicable statutory rate in addition to the rent. The customer is aware that the landlord’s VAT option is only permissible under the conditions set out in § 9(2) of the German Value Added Tax Act (USTG). In view of this, the parties agree as follows:

The customer warrants that they are a trader within the meaning of the USTG and that they are obtaining COLLECTION’s services in the course of their business. The customer undertakes to use the premises provided exclusively for transactions that do not preclude the deduction of input VAT. The customer is obliged to inform COLLECTION of their own accord if these conditions are no longer met. The Customer further undertakes to provide COLLECTION, upon request at any time and without delay, with those documents that enable COLLECTION to fulfil its obligation to provide evidence to the tax authorities in accordance with Section 9(2) of the USTG. Should circumstances arise on the part of the customer that affect the validity of COLLECTION’s VAT option, the customer is obliged to inform COLLECTION of this without delay – and, in the event of subsequent knowledge, with retroactive effect. Should the Customer breach the obligations set out herein, the Customer shall compensate COLLECTION for all resulting damages and other losses. This includes, in particular, any resulting payment obligations on the part of COLLECTION towards COLLECTION’s (the owner), whose loss may, in particular, consist of the owner having to correct the input tax deduction on the construction costs or the purchase of the property with the tax office in accordance with Section 15a of the German Value Added Tax Act (USTG) (on a pro rata basis by time and area).

The standard limitation period shall apply to claims for damages. However, this period shall commence at the earliest from the date on which a tax assessment is issued against COLLECTION on the basis of Section 15a of the USTG, or from the date on which COLLECTION’s landlord (the owner) in turn asserts corresponding claims against COLLECTION, whichever is the later.

Applicable to Austria:

COLLECTION has waived the VAT exemption under Section 6(1)(16) of the USTG for the letting of the premises provided, in accordance with Section 6(2) of the USTG (VAT option). Consequently, the customer must pay VAT at the applicable statutory rate in addition to the remuneration. The customer is aware that the lessor’s VAT option is only permissible under the conditions set out in Section 6(2) of the USTG. In view of this, the parties enter into the following agreements:

The customer warrants that they are a trader within the meaning of the USTG and that they are obtaining COLLECTION’s services in the course of their business. The customer undertakes to use the premises provided exclusively for transactions which do not preclude the deduction of input VAT. The customer is obliged to inform COLLECTION of its own accord if these conditions are no longer met. The Customer further undertakes to provide COLLECTION, at any time upon request and without delay, with the documents necessary to enable COLLECTION to fulfil its obligation to provide evidence to the tax authorities in accordance with Section 18 of the USTG. Should circumstances arise on the part of the customer that affect the validity of COLLECTION’s VAT option, the customer is obliged to inform COLLECTION of this without delay – and, in the event of subsequent knowledge, with retroactive effect. Should the customer breach the obligations set out herein, the customer shall reimburse COLLECTION for all resulting damages and other losses. This includes, in particular, any resulting payment obligations on the part of COLLECTION towards the lessor of COLLECTION (the owner), whose loss may, in particular, consist of the owner having to correct the input tax deduction on the construction costs or the purchase of the property with the tax office in accordance with Section 12(10) to (12) of the German Value Added Tax Act (USTG) (pro rata temporis and pro rata area).

The standard limitation period applies to claims for damages. However, this period shall commence at the earliest from the date on which a tax assessment is issued against COLLECTION on the basis of Section 12(10) to (12) of the USTG, or from the date on which COLLECTION’s lessor (the owner) in turn asserts corresponding claims against COLLECTION, whichever is the later.

§ 12 Requirement for written form

All agreements and declarations by the contracting parties (additions, amendments, deletions and terminations of the contract, etc.) must be in writing. Any waiver of the written form requirement must also be in writing.

Any supplementary agreements and ancillary arrangements, as well as amendments and additions to the contract, shall only be valid if COLLECTION has confirmed them in writing.

§ 13 Severability clause / Language of the contract

Should any provision in these General Terms and Conditions be or become legally invalid, in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that most closely reflects the interests and intentions of both contracting parties.

The language of the contract is German. Any other languages are to be regarded solely as translation aids.

§ 14 Place of performance and jurisdiction

Applicable to Germany:

The place of performance for all obligations arising from the contract is the COLLECTION Business Centre where the services are provided.
The place of jurisdiction for all legal disputes concerning rights and obligations arising from this contract is the Bocholt Local Court in Westphalia, Germany.

Applicable to Austria: