General terms and conditions of MIKO Reservations GmbH
I. Scope and definitions
- MIKO Reservations GmbH (hereinafter referred to as “MIKO”) organises hotel group bookings, conferences and events and purchases in its own name and for its own account e.g. allotments of hotel rooms and related ancillary services, transfers, event rooms and catering and entertainment services (hereinafter referred to as “services”) from companies which provide these services (hereinafter referred to as “service providers”).
- MIKO sells these services to its customers.
- All of MIKO’s contracts with its customers described under 2. are subject to the following general terms and conditions (hereinafter referred to as “GTC”). The customer’s GTC will only apply if this has been expressly agreed in writing.
- Guests within the meaning of these GTC are the natural persons who actually use the services, e.g. hotel guests, conference participants.
- Liability under event law lies with the customer.
II. Offer and conclusion of contract
- MIKO will send the customer a draft contract with the services it is to provide. Receipt by MIKO of the draft contract signed by the customer constitutes a binding offer to conclude a contract. The customer will then be bound to its offer for four weeks.
- Receipt by the customer of the contract countersigned by MIKO constitutes acceptance of the offer.
- An effective contract will also be established if MIKO does not refuse in writing to accept the offer within four weeks of its receipt.
- Transmission failures or misunderstandings as a result of orders placed by telephone, telex or in any other way where written confirmation by MIKO is not possible will be at the expense of the customer.
- All information provided by MIKO concerning contractual services is without commitment, unless it is expressly stated that it is binding in the contract.
- MIKO accepts no responsibility for the accuracy of the service descriptions.
- The scope of the contractual services is derived from the contract. Side agreements or amendments concerning the scope of the contractual service need to be made in writing.
- The subletting of rooms let to the customer and their use for purposes other than accommodation require MIKO’s prior consent in writing.
- MIKO accepts no liability for services which the customer agrees directly with service providers. If a claim is made against MIKO by a service provider on the grounds of a service which is not part of the contract, the customer will indemnify MIKO against this.
- The customer has to send to MIKO no later than 1 month before the services are used a list with the names of the guests entitled to use the services. Incomplete, incorrect or misleading information will be at the customer’s expense. If the customer fails to send the list of names and the service provider has rooms that are unoccupied or inappropriately occupied as a result, the customer will be liable for any losses incurred by the service provider, without the customer’s agreed payment obligation towards MIKO being affected by this.
- The customer will be liable for all legal consequences resulting from a hotel withdrawing from the contract with MIKO, because bookings are made on the basis of misleading or incorrectly stated facts that are essential for the contract, e.g. concerning guests or the purpose of the stay, or because the use of the hotel service puts at risk the smooth operation of the business, safety or the reputation of the hotel.
- The hotels will provide the rooms from the afternoon of the day of arrival until the morning of the day of departure at fixed times. The customer will be liable for claims by the hotel due to late vacation of a room by guests.
- The customer has no entitlement to make any changes after the contract has been concluded concerning the date, purpose or place of performance, the accommodation or the mode of transport.
- In the event of changes being requested by the customer, MIKO will advise in advance of the costs that will be incurred. Booked services can only be changed after a binding cost assumption declaration has been signed by the customer.
- In the case of hotel bookings, there is no entitlement to the provision of specific rooms, unless this has been expressly agreed in writing.
- Hotels have the right to ask for reasonable security for extra services used and not covered by the contract, e.g. the deposit of a credit card at check-in.
- The prices agreed in the respective contract apply.
- Agreed prices are gross.
- Since December 18, 2019, the special regulation for travel agencies according to §25 UstG (Art. 306 EU VAT system) has also applied in B2B business. VAT cannot be stated for certain services (§ 14a (6) UStG). If, based on administrative instructions, it turns out that MIKO is not subject to the margin tax according to §25 UstG, the invoices will be corrected.
- The prices offered by MIKO are based on payment by transfer by the customer. If the customer would like to pay by credit card, MIKO reserves the right to adjust the price offered by the costs of the credit card payment.
- All invoices are payable immediately and without deduction by bank transfer or credit card. If a separate payment due date has been agreed contractually, the time the payment is received by MIKO is relevant for determining whether the payment has been made in time.
- The customer will be in default if it fails to pay within 30 days of receipt of invoice without a reminder. In this case the customer will have to pay MIKO default interest in the amount of 8 percentage points above the base rate. The right to give notice of default earlier and claim additional compensation for default is reserved.
VI. Warranty and withdrawal
- MIKO’s liability for material defects is governed by the statutory regulations.
- If a service is not performed or is not performed in accordance with the contract, the customer must notify MIKO of this immediately. It is not enough to notify the respective service provider.
- The customer can demand corrective action while setting a reasonable deadline. MIKO can refuse the corrective action if it involves a disproportionate effort.
- If the customer culpably fails to give immediate notice of the defect, the customer will not be entitled to make any claims for the defective performance.
- The customer will have the right to withdraw from the contract concluded with MIKO if this right was agreed in the contract or if there is a statutory right of withdrawal.
- If the customer has the right under the contract to withdraw free of charge, in the same period MIKO will have the right to withdraw free of charge from the contract if requests are made by other customers for the agreed services and the customer upon enquiry by MIKO does not waive its right to withdraw within 2 weeks or allows this period to pass without action.
- MIKO has the right after an unsuccessful reminder with deadline to withdraw from the contract either in whole or in part if an agreed deposit, security or final payment is not provided/made by the agreed due date or services are culpably booked with misleading or false statements or non-disclosure of important facts (e.g. about the person of the customer, ability to pay, purpose of the stay or use).
- MIKO has to inform the customer in writing and immediately of the exercising of its right to withdraw and no later than 14 days after the reason became known. The cancellation of the contract by MIKO will not establish any entitlement of the customer to claim damages or any other compensatory payment. MIKO’s entitlement to compensation for the losses and expenditure it has incurred will remain unaffected in the case of a justified cancellation of the contract.
- Subject to other contractual agreements, if the service cannot be provided the statutory regulations will apply.
- MIKO and the customer can terminate the contract extraordinarily if there is good cause.
- There will be good cause in particular
a) if insolvency proceedings for the assets of a contract partner are opened or rejected due to a lack of assets or the other contract partner files for insolvency.
b) if there are serious and for the other party unacceptable breaches of contract by the contract partner.
- Grounds where the risk lies with one party, e.g. it is impossible for the party to travel, including due to force majeure, do not constitute good cause and do not justify extraordinary termination.
- MIKO is liable for claims for compensation by the customer due to injury to life, limb and health. MIKO is also liable for breach of material contract obligations which need to be met in order for the purpose of the contract to be achieved and any other damages which are based on a deliberate or grossly negligent breach of duty by MIKO, its legal representatives or vicarious agents.
- MIKO’s liability for breach of material contract obligations is limited to the foreseeable damages which are typically incurred for this type of contract.
- The limitations in paragraphs 1 and 2 will also apply in favour of MIKO’s legal representatives and vicarious agents, if claims are made directly against these.
- The limitations of liability in paragraphs 1 and 2 will not apply if MIKO has fraudulently concealed a defect or accepted a guarantee for the quality of the product.
- MIKO accepts no liability for items brought by the guest.
- Instead of claiming compensation, the customer can ask for MIKO’s claims against the service provider to be assigned to itself. With this, MIKO will be released from all claims by the customer.
- The customer is liable for damage caused by the guests. The customer will indemnify MIKO against any claim made against MIKO by the service provider.
IX. Deadlines and limitation
- The customer has to make any claims against MIKO for failure to provide the services in accordance with the contract within one month of the contractually-agreed end date for the contract services. After this deadline has passed, the customer will only be able to make claims if it was prevented from meeting this deadline through no fault of its own.
- Claims by the customer against MIKO are subject to a limitation period of one year.
- This will not apply for claims for damages based on injury to life, limb or health or a deliberate or grossly negligent breach of duty by MIKO or a legal representative or vicarious agent of MIKO.
- The limitation period will begin at the end of the year in which the claim arose and the customer learned of the circumstances giving rise to the claim or should have learned without gross negligence.
X. Final provision, place of fulfilment, place of jurisdiction
- German law applies exclusively to the contractual relationship between the customer and MIKO.
- Insofar as German law does not apply to claims brought by the customer against MIKO abroad for MIKO’s liability, German law will apply exclusively with regard to the legal consequences, in particular regarding the type, scope and amount of the customer’s claims.
- The place of jurisdiction is Düsseldorf.
- In the event of any inconsistencies between the German and another language version of the GTC, the German version will prevail.
- If a provision in the contract or these GTC should be ineffective, the effectiveness of the remaining provisions of the contract or the GTC will not be affected by this. Any ineffective provision is to be replaced in the event of dispute by a provision which, as far as legally possible, is as close as possible in terms of content to the ineffective provision and the well-understood economic interests of the parties in the ineffective provision. The above provisions will apply accordingly if there is a gap in the contract.
Date: January 2020