General terms and conditions
§ 1 Subject of the Contract
The General Terms and Conditions of Business (T&C) below apply to any and all services and contracts of the COLLECTION corporate group. Components of the contractual relationship include, in addition to the signed contract and these T&C, the service price list and by the house rules of COLLECTION as most recently revised. Amendments to the T&C may be made by COLLECTION at any time and govern existing contractual relationships as well. The current revision can be viewed on the COLLECTION home page (www.ubc-collection.com).
§ 2 This Contract
1. Scope of Application
This contract governs the performance of an accomodation contract in the hotel business. COLLECTION permits the customer to utilise the Business Center and will perform services for the customer on the basis of a separately concluded contract; the provisions and terms and conditions of this contract shall apply along with the agreements contained in these Terms and Conditions and supplemented by the house rules. This contract is subsidiary to any and every contractual relationship between COLLECTION and the lessor of the Business Center.
2. Parties of the Agreement
The Customer covenants to utilise the services of COLLECTION and/or the leased premises solely and exclusiveley under the name of the company shown in the contract or under another name that has previously been agreed with COLLECTION. It is prohibited for the customer to utilise the permises, workplaces and other services of COLLECTION under another company or another name, even if the persons are the same.
3. Commencement of Contract/Term
The contract will commence on the date shown in the signed contract and will remain in effect for the term agreed in the contract. It will automatically be renewed for the period set forth in the contract. All periods shall be deemed to end on the last day of the month in which the period expires.
If and when the agreed date for commencement of the contract is postponed owing to circumstances that arise after the conclusion of the contract, the customer will be released from the obligation to pay the service consideration until such time as the office premises are actually surrendered to him. Absolutely no claims of any nature related to default or lost profit shall accrue against COLLECTION. If and when the commencement date is postponed by more than three months, the customer may terminate this contract without observance of a notice period.
4. Termination/Obligations upon Expiration of the Contract
Notices of termination must be sent in writing by letter, fax or email to the other party, observing the contractually agreed notice period expiring at the end of the calendar month. Effectiveness of the notice of termination is subject to its timely receipt by the other party and not to the point in time at which it is sent.
Furthermore, COLLECTION is entitled to terminate the contract without notice for good cause if and when the other party does not fulfil his contractual obligations. The following reasons shall be deemed good cause (non-exhaustice): more than two weeks default of payment; failure to pay the contractually agreed security by the commencement date of the contract; violations of the house rules and these General Terms and Conditions of Business; the other party´s business operations or conduct on the premises of the leased property contrary to public policy; criminal law or administrative regulations; initiation of bankruptcy proceedings against the other party´s assets; petition for initiation of in-court composition proceedings; violations of competition protection clauses; gross breach of fiduciary and ancillary duties under the contract. In the event of termination without notice, COLLECTION is entitled to refuse to allow the customer access to the office complex and the office space under this contract. The above provisions apply mutatis mutandis to terminations in observance of notice periods after expiration of the notice periods.
If and when COLLECTION terminates a limited-term contract without notice, any and all monthly consideration payments that have not been paid for the remainder of the limited term will immediately become due and payable as damage compensation. In the event of termination of indefinite-term contracts, a period of three months is hereby set as the calculation basis for lump-sum damage compensation claims. The customer is entitled to submit proof that there has been either no damage or loss or that the damage or loss that has been suffered is less than this lump sum.
The customer covenants to cease and desits fromany and avery use of the business address as well as any and all components thereof after the expiration of the contract. Otherwise, COLLECTION will continue to assert damage compensation claims against the customer until he stops using the address. The amount of the damage compensation is based on the amount of the contractually agreed consideration. The customer bears the onus of proof regarding the point in time at which the use of the address ceases.
Special Provisons for Office Leasing:
In the event of termination without notice of leased space, COLLECTION is entitled to have the office space cleared at the customer´s expense and to use the space for other purposes if and when the customer does not vacate the office space within three days after receipt of the termination notice. Moreover, COLLECTION is entitled to refuse entry to the office complex and the leased premises to any and every customer whose contract has been terminated without notice and to permit access solely and exclusively for the purpose of vacating the space. Legal regulations governing the landlord´s lien apply.
Upon expiration of the contract term or in the event of termination, with or without notice, the customer is obligated to vacate the leased premises by the stipulated deadline and to restore the premises to the same condition as at the time of their occupation. Otherwise, COLLECTION will charge lump-sum damage compensation in the amount of three monthly payments for service consideration. The customer is entitled to prove that the damage or loss suffered is less than the lump sum. The above provisions are without prejudice to any more extensive damage compensation claims on the part of COLLECTION.
If and when the customer returns the leased spaces to COLLECTION before the agreed expiration date of the contract, the customer shall fulfil any and all contractual obligations until the expiration of the agreed contract term.
A virtual office standard (postal address, telephone and fax) will be set up for the customer for a period of three months immediately after the end of the office service contract or fater vacation of the offices. The customer will receive an invoice for the additional monthly fee; the fee amount can be found in the current price list.
COLLECTION is entitled to perfom the contractually agreed services in a different Business Center or to terminate the contractual relationship without notice if and when the services cannot be performed in the Business Center specified in the contract. The customer covenants that he will assert any damage compensation claims against COLLECTION in the event of a termination.
§ 3 Duties and Obligations
The customer covenants not be recruit or to recruit through third parties and not to hire any employees of COLLECTION during or immediately subsequent to their employment at COLLECTION or for a period of 12 months after expiration of this contract. In the event of the breach of this obligation, the customer covenants to pay to COLLECTION a contractual penalty in the amount of three times the gross monthly salary last paid to the employee.
2. Entry of the Leased Premises by COLLECTION
COLLECTION is permitted to enter the customer´s premises at any time if and when emergencies have occured or there is imminent danger, for examination of the condition of the premises, for maintenance purposes, for inspection of the technical facilities (e.g. fire alarms) or for any other good cause. If and when the service contract has been terminated with proper notice, the customer will grant to COLLECTION access during business hours, subject to prior appointment, for the purpose of leasing the premises to a successor party. Furthermore, the lessee grants to the cleaning company hired by COLLECTION general permission to enter the premises for the purpose of doing the cleaning.
§ 4 Utilisation of the Business Address and Leased Premises
The office premises leased pursuant to the contract may not be used as shop or business locations; they may be used solely and exclusively for commercial purposes. It is also prohibited for the customer to sublet or otherwise allow third parties to use the property in any way.
The customer´s utilisation of the business address is permitted solely and exclusively within the scope of the existing contractual relationship between COLLECTION and the customer. It is prohibited for the customer to utilise the name COLLECTION Business Center, in particular, but not exclusively, in address information.
The customer bears sole responsibility for the legal permissibility - especially, but not limited to, commercial, register, professional ethics, competition and tax law provisions - governing his utilisation of the Business Center address. The above provision applies equally to any infringement on third-party rights resulting from the utilisation of the business address. Furthermore, COLLECTION does not assume any warranties regarding the achievement of the success intended with this utilisation.
The customer covenants to conclude, before taking possesion of the premises, a public liability and office liability insurance policy providing cover for any personal injury and material damage caused by his business operations. The customer is also obligated to include cover in the policy for any damage and/or loss of items that have been brought into the office and/or utility room. The insurance cover must include any damage that the customer´s own employees cause to the service furnishings. The customer shall present verification of the conclusion of the liability insurance policy upon COLLECTION´s request.
§ 5 COLLECTION´s Liability
COLLECTION is liable solely and exclusively for loss or damage suffered by the customer as a consequence of wilful or grossly negligent breach of obligations on the part of COLLECTION or its legal representatives or its vicarious agents. The indemnification is limited to a maximum amount of damage compensation on the basis of the insurance policy specific to the country. Any liability on the part of COLLECTION for indirect and subsequent damage or loss is excluded. Furthermore, COLLECTION does not assume liability for the following: interruption of the agreed services as a consequence of unusual circumstances such as strike, lock-out, force majeure or technical malfunctions; for communication errors resulting from misunderstanding among persons who provide or receive information with respect to the content of this information; for any delays in the transmission of communications for which the postal service or other transmission facilities over which COLLECTION has no control are responsible. Any liability on the part of COLLECTION is also excluded for claims that are based on errors in content during the processing of orders and notifications that have been submitted solely orally or by telephone; that are related to other customers of the customer; or that result from the failure of computer programs and/or computer systems (software/hardware) that are used, developed, manufactured, sold, modified or recommended by the customer or on his behalf to recognise properly or to process properly calendar data. The above provision applies in particular, but not exclusively, to liabilty claims related to modification, inspection and maintenance work and to advice/assessments to cease and desist. Any and all liability on the part of COLLECTION for customer´s lost is excluded.
The customer covenants to notify COLLECTION in writing of any damage or loss for which he will assert damage compensation claims against COLLECTION immediately upon becoming aware of the damage or loss.
§ 6 Customer´s Personal Liability
The customer is liable personally and without limit for any and all claims arising from these General Terms and Conditions of Business and the contract he has signed.
If and when the customer sells his business, in whole or in part, the transfer of the contract to the legal successor is subject to a prior agreement with COLLECTION. An unrestricted right to the transfer of this contract does not exit. The customer´s personal liability remains effective as long as transitional agreemant has not been concluded.
The customer assumes liability for any and all loss or damage caused by his family members, employees, suppliers and tradepeople through wilful intent or negligence. COLLECTION shall be notifed without delay of any damage or loss that has occured.
If and when the customer has asserted liability claims against COLLECTION and COLLECTION or its insurer has rejected the claims, the customer must assert the claim in a court of law within a period of no longer than three months after the rejection; otherwise, the claims will be forfeit.
§ 7 Costs
1. Submission of Invoice
COLLECTION will issue an invoice to the customer for any consideraton due; the invoice will be submitted in electronic form by email, provided that this form of transmission satisfies requirements under tax law. The customer may request the sending of the invoice post; in this case, COLLECTION will charge a fee for each invoice. The costs for the issue of the invoices can be seen in the currently valid price list.
2. Window Cleaning
Window cleaning - including the cleaning of the interior and exterior surfaces of the windows and any glass fins that may exist - is not included in the contractually agreed monthly payment. The costs for the cleaning will be allocated proportionately to the customer after the work has been done by a professional company hired by the owner of the property. The charge per window is € 7,50, excluding VAT.
3. Default Interest/Charges
COLLECTION is entitled to charge default interest in the amount of 8% above the basic interest rate; this provison is without prejudice to the assertion of more extensive damage compensation claims. In addition, COLLECTION will charge a fee of € 50,00, excluding VAT, for each and every instance of a reverse debit or charge back fee or refusal of a credit card or of insufficient funds for a submitted check related to a customer´s payments.
4. Non-participation in SEPA or credit card process/Charges
COLLECTION is entitled to charge a fee of €50.00, excluding VAT per transaction if the customer pays against the contractual agreement by bank transfer.
§ 8 Security
The customer will provide security immediately upon conclusion of the contract in form of a deposit amounting of one up to three times the contractually agreed monthly gross lump sum consideration - depending on the selected product. This deposit will be managed by COLLECTION without any payment of interest and will serve as security for performance of the contractual obligations. Until the security deposit has been paid in full, COLLECTION is entitled to refuse to provide the services agreed or access to the office premises. The security deposit forms the basis for liability for all claims by COLLECTION against the customer, no matter what the legal ground for these may be. The deposit will be returned to the customer upon expiration of the contract provided that he requests its return in writing and that any and all claims accruing to COLLECTION against the customer such as payment of the service consideration, maintenance costs, legal and court costs pursuant to the assertion of and/or defence against claims have been settled.
COLLECTION reserves the right to request deposit of a higher security if and when the unpaid amounts exceed the managed security or the customer has repeatedly failed to pay due charges upon their becoming due.
§ 9 Legal Succession
The legal successor enters the contract upon the death of the customer. The contract will not be affected by death, other legal succession or legal changes related to COLLECTION.
§ 10 Value-added Tax
Applies to Germany:
Pursulant to Section 9 (2) USTG [Value-added Tax Act], COLLECTION has waived the value-added tax exemption for the letting of the provided premises pursuant to Section 4 (12a) USTG (value-added tax option). As a consequence, the customer must pay the legally applicable value-added tax in addition to the consideration. The customer is aware that the value-added tax option of the lessor is permissible solely under the conditions specified in Section 9 (2) USTG. In view of this situation, the parties hereby conclude the following agreements:
The customer affirms that he is an entrepreneur within the sense of the USTG and that he is procuring the services from COLLECTION within the scope of his company. The customer covenants to use the provided premises solely and exclusively for revenues that do not exclude the deduction of input tax. The customer is obligated to notify COLLECTION immediately if and when these prerequisites are no longer fulfilled. Furthermore, the customer covenants to provide to COLLECTION , upon its request and at any time, the documents which will enable COLLECTION to satisfy its verification obligation pursuant to Section 9 (2) to the tax of authorities. If and when circumstances arise for the customer that affect the permissibility of COLLECTION´s value-added tax option, the customer is obligated to notify COLLECTION of the circumstances immediately - effective for the past as well if and when he retroactively becomes aware of the circumstances. If and when the customer should be in breach of the obligations regulated in these provisions, the customer shall reimburse COLLECTION for any and all loss or damage and other harm it has suffered as a consequence. This includes in particular, but is not limited to, subsequent payment obligations on the part of COLLECTION to COLLECTION´s lessor (owner), whose loss or damage may, in particular, arise from his being required to correct the input tax deduction claims for the construction costs or the acquisition of the property as reported to tax authorities within the scope of Section 15a USTG (pro rata temporis and in proportion to area).
The standard limitations period applies to the time-barring of damage compensation claims. The limitations period begins at the earliest, however, at the point in time at which tax is assessed on COLLECTION pursuant to Section 15a USTG or at the point in time at which COLLECTION´s lessor (owner) asserts corresponding claims on his part, whichever point in time is later.
Applies to Austria:
Pursulant to Section 6 (2) USTG [Value-added Tax Act], COLLECTION has waived the value-added tax exemption for the letting of the provided premises pursuant to Section 6 (1) no. 16) USTG (value-added tax option). As a consequence, the customer must pay the legally applicable value-added tax in addition to the consideration. The customer is aware that the value-added tax option of the lessor is permissible solely under the conditions specified in Section 6 (2) USTG. In view of this situation, the parties hereby conclude the following agreements:
The customer affirms that he is an entrepreneur within the sense of the USTG and that he is procuring the services from COLLECTION within the scope of his company. The customer covenants to use the provided premises solely and exclusively for revenues that do not exclude the deduction of input tax. The customer is obligated to notify COLLECTION immediately if and when these prerequisites are no longer fulfilled. Furthermore, the customer covenants to provide to COLLECTION , upon its request and at any time, the documents which will enable COLLECTION to satisfy its verification obligation pursuant to Section 18 USTG to the tax of authorities. If and when circumstances arise for the customer that affect the permissibility of COLLECTION´s value-added tax option, the customer is obligated to notify COLLECTION of the circumstances immediately - effective for the past as well if and when he retroactively becomes aware of the circumstances. If and when the customer should be in breach of the obligations regulated in these provisions, the customer shall reimburse COLLECTION for any and all loss or damage and other harm it has suffered as a consequence. This includes in particular, but is not limited to, subsequent payment obligations on the part of COLLECTION to COLLECTION´s lessor (owner), whose loss or damage may, in particular, arise from his being required to correct the input tax deduction claims for the construction costs or the acquisition of the property as reported to tax authorities within the scope of Section 12 (10) to (12) USTG (pro rata temporis and in proportion to area).
The standard limitations period applies to the time-barring of damage compensation claims. The limitations period begins at the earliest, however, at the point in time at which tax is assessed on COLLECTION pursuant to Section 12 (10) to (12) USTG or at the point in time at which COLLECTION´s lessor (owner) asserts corresponding claims on his part, whichever point in time is later.
§ 11 Requirement in Written Form
Any and all agreements and declarations by the parties (contract amendments, modifications, deletions and terminations etc.) shall not be binding on the parties unless in writing. The waiver of the requirement of written form shall also not be binding unless in writing.
Any and all addenda and subsidiary agreements as well as modifications of and amendments to the contract shall not be effective until COLLECTION has confirmed them in writing.
§ 12 Severance / Contract language
If any provision of in these General Terms and Conditions of Business, in whole or in part, should be or become legally invalid, the validity of the remaining provisions shall not be affected. The invalid provision will be replaced by a clause that comes closest to the interest and intent of both parties.
Contract language is German. Other languages are to be considered as mere translation aids.
§ 13 Place of Performance and Venue
Place of performance for any and all obligations pursuant to this contract is the COLLECTION Business Center in which the services are performed.
The district court of Bocholt in Westphalia is responsible for all legal disputes concerning rights and obligations from this contract.