§ 1 Area of application
(1) The general terms and conditions of the TCH Top Conference Hotels GmbH, legally represented by manager Heike Thomas, ibidem called in the following TCH GmbH, are valid for all uniques and continously achievements of the same and their legal successors and/after consolidation with other enterprises within the scope of their whole business activity and regardless contractual classification. The general terms and conditions are also valid for all future business relations, without it requires a repeated explicit inclusion. In that the general terms and conditions of the TCH GmbH are always the basic for their action.
(2) At the latest with the first claim of the TCH GmbHs achievements, these conditions are valid in each of the current release, which can be called or percieved for download on www.tch-hotels.de/agb. Basically TCH GmbH does not accept conflicting terms and conditions. Also divergences of these terms and conditions are only valid, as far as they are recognised by the TCH GmbH in written form. Employees of TCH GmbH are not authorised, to make oral additional agreements or oral assurances, which go out of the content of the written contract including these terms and conditions. Employees in these sense are not such people who belong to the management of TCH GmbH or were provided by the TCH GmbH with according to the extent unrestricted authority.
§ 2 Definitions
(1) Members in the purpose of this conditions are such enterprisers for the purpose of § 14 Civil Code and in an undiscotinued membership relation stand. As members in particular natural and legal entities come into consideration who own and/or lead and/or operate a hotel or a gastronomic enterprise. Also organizations and associations or other unions who deal with gastronomic companies.
(2) The TCH GmbH pursues the internet portal www.tch-hotels.de. It is for the purpose of this conditions a data bank-generated which Is dynamically generated in the essentials from the repective company master data. The internet portal www.tch-hotels.de provides achievement suppliers with the possibility to presenth emself on the internet. Furthermore achievment suppliers can present their mobile, immobile technical posibilities as well as services. The internet portal www.tch-hotels.de enables the achievment suppliers to administrate ( uptdate, change and extinguish) the shown offers in form of a data entry form. An entry for the Purpose of these conditions is a data bank-generated website, which contains information of enterprises who deal with gastronomic services.
(3) The entry of the achievment supplier on the internet portal www.tch-hotels.de is a data-bank generated Internet presence ready to occupancy for the purpose of these conditions. With this Internet portal www.tch-hotels.de, members have the possibility to present their company about an own domain professionally and to market the services online directly.
(4) Condition for the entry on www.tch-hotels.de is the sending of a legally binding signed contract. The official beginning of the contract is like the date of the contract. The invoicing occurs 10 days after the incoming order. The activation/connection occurs after confirmation of order within 5 days.
§ 3 Contract period and termination
(1) The membership is at least for 12 months.
(2) At the end of these 12 months the contract is automatically extended for another year, unless the achivement supplier and/or TCH GmbH terminate the membership 8 weeks before the least contract period. The term of notice is valid accordingly for the case of every other extention.
(3) The right of the parties to the extraordinary termination for an important reason remains unaffected. The parties agree about the fact that an important reason is given, if:
- the member is in delay of payment of meber’s demand
- about the property of the member the opening of the insolvency procedure has been applied
- TCH GmbH becomes known about circumstances, which justify resonable doubts about the credit worthiness of the member or the member endangers the subject matter of the contract in other manner or offends against essential contractual regulations
(4) The termination needs to be in written form.
§ 4 Object
TCH GmbH provides a platform to his members for the preparation of commercial contacts regarding the market segment “hotel business and conferences” together with an internet entry with detailed information for payment or commission. The other details arise from the contract.
§ 5 Platform
(1) The provided platform www.tch-hotel.de is only a forum for members for business contacts which do not offend against legal regulations and/or against the general terms and conditions of TCH GmbH.
(2) TCH GmbH appears only as a mediator. Therfore TCH GmbH has no influence on the quality, security or legality, truth and correctness of the entries on www.tch-hotels.de.
§ 6 Hosting
(1) In particular kind, extend and place of the storage space of the homepage determine itself after the content of contract and/or additional changes or supplements, which TCH GmbH can determine at resonable discretion.
(2) Provided that and so far the contents of the homepage according to the copyright law, art originator’s law, brand law and/or about other protective rights is protected, the member owner of these rights explains, it is also in the form of derived rights of the called rights to be. The meber grants TCH GmbH timewise in the long run of the membership relation and/or the operating of the portal www.tch-hotels.de on the location of respective own or if necessary virtual server of TCH GmbH (for backup copies: limited to the place of the preservation), not exclusive right, the prementioned contents for the purposes of this memebership contract on the server, on another server which serves for the reflexion and to multiplicate number to be fixed of back up copies on a sufficient, from TCH GmbH in accordance with cheap judgement. The member grants TCH GmbH timewise in the long run of the operating of the portal www.tch-hotels.de and/or the membership relation limited, not transferable, worldwide, not exclusive right, the contents about the portal www.tch-hotels.de to make accessibly to the public in a manner that members of the public choose access to the hompage of a place and at a time, which them in each case individually have. As far as after ending the operation of the portal www.tch-hotels.de and/or this membership relation such contents are reproached by third in cache memories, this storage is not added anymore to TCH GmbH or www.tch-hotels.de.
(3) The provided server place by TCH GmbH is on an own and/or a foreign server which is to be maintained monthly on four days. For the down times of the server, which do not exceed 4 days in a calendar month, no liability exists.
(4) The member is entitled only to leave the covered by the contract storage space to a third, partially or completely, for payment or free of charge, to usage if TCH GmbH agrees in written form to such a surrender of use to third parties.
(5) Neither the obtaining of the access to the Internet for the member nor the entering of information material for the Internet entry of the member on the Internet with possibility of the worldwide access is an object of this memebership relation.
§ 7 Advertisement
(1) TCH GmbH is authorised to step in contact with the member also without beeing asked, among other things at the risk of distant communicative devices, for the purposes of the self-promotion and/or market research purposes.
(2) The member is not authorised to pursue foreign advertisement on his Internet representation within the portal www.tch-hotels.de.
§ 8 Reimbursement
The prices of the TCH GmbH’s services determine themselfes for want of a seperate arrangement according to, at the time of the completion of the contract, valid rates. These can be requested by TCH GmbH.
§ 9 Delay
(1) With delay in payment and/or a respite, interest is owed at the rate of five percent about the actual LRG rate of the European Central Bank. The interest rate is higher or lower to set, if TCH GmbH proves a higher or the member a lower load. The assertion of another delay damage remains untouched from this.
(2) For every not redeemed or handed back debit, the member has to refund for the resulted costs in the full extent to TCH GmbH. Instead, TCH GmbH can require without damage and expenditure statement for every such cases a cost lump sum of Euro 7,50. If a direct debit authorisation is given, the member undertakes to inform of every change of his bank account immediately.
(3) Objections against remuneration accounts of TCH GmbH are to be raides immediately after receiving. The omission of timely objections is valid as an approval, unless the incorrectness of the invoice is obvious or considerable (more than 5% of the volume of orders). The parties agree about the fact that a timely objection is not given generally, if after receipt of the invoice more than five working days have passed. The parties assume, from the fact that invoices which are dispatched within Germany, generally should be recieved two working days after sending. It remains reserved to the member to disprove this receipt assumption.
(4) Services will be settled according to contractual arrangement. All amounts are plus current legal value added tax. Should the member not be subject to sales tax, he has to inform TCH GmbH about his value added tax identification number wih placing of order. If the meber offends against this duty, he has to pay the interest lost resulting from the delay.
(5) With delay of payment of the member, TCH GmbH is entiteld to refuse the performance of further services and/or mediation operations, if necessary also from other contracts. In case of delay with a considerable part of the invoice amount or the danger of the payment demand of TCH GmbH because of an impairment of financial circumstances of the member i.S.d. §321 Civil Code, TCH GmbH is entiteld to put all demands immediatley due.
§ 10 Contents
(1) The member is not allowed to offend against legal prohibtitions, morality and/or the rights of third parties with the form, content or persecuted purpose of his contractual Internet sites. The member is obliged to use the services provided by TCH GmbH only within the scope of the general freedom of action, in particular to keep the order according to constitution and no rights of third, in particular originator and achievment protection rights, to break, to offer no information with illegal, anti-competetive and/or immoral contents. Among that it is to be understood in particular such information which stir up to racism (§131 StGB), glorify or play down violence, are sexually indecent, are pornographic (§184 StGB), glorify the war, endanger children or youngsters morally hard and /or interfere in her welfare. The member is obliged to mark opposed contents as own contents under information of his full name and his address on the contract appropriate Internet sites. The member has knowledge of the requirement to label to MDStV and TDG (vgl.http://www.iukdg.de) and will care about this independently. The member only has to provide true information about offered services and/or information.
(2) The improper usage of the contract approptiate storage space for the deposit of memory intensive and/or often required files (e.g graphic programme) is not permitted without explicit approval by TCH GmbH. The supply of workable fils or applications, as far as this causes an excessive load of the server, i.e. interferes the availability considerably, also needs the previous explicit approval of TCH GmbH. The preceding regulations are valid basically for the contact with e-mails.
(3) The member is not allowed to dispatch data or store on a data carrier of TCH GmbH, which are in their way or state (e.g virus), size or duplication (e.g spamming) likely to endanger the continuance or operation of the data network of TCH GmbH.
(4) For every case of offence against the preceding regulations, the member commits himself to the payment of an appopriate contractual penalty, whose amount TCH GmbH determines at resonable discretion. Appropriate is a contractual penalty in the amount of EURO 1.000,00. With the action in business dealings a contractual penalty of minimum EURO 3.000,00 is appropriate. The member releases TCH GmbH in their internal relationship from any claims following from the offence of third to the first requesting. The member assumes in particular the costs for a possibly necessarily legal defence on the part of TCH GmbH in advance. The assertion of another compensation claim by TCH GmbH is not excluded thereby.
§ 11 Duties of the member
(1) The member is obliged to use the portal www.tch-hotel.de exclusively in accordance with the requirements. The member is obliged to behave deferentially towards other members. The member is obliged to inform TCH GmbH immediately about all disturbances of the portal www.tch-hotels.de and to provide all available information which is necessary to the removal of the disturbance. The member has to inform every change of his name, his company name, his postal address, his phone number, his fax number, his bank account and every change in his person (e.g case of inheritance, whole legal succession).
(2) The member is obliged within the scope of use of the portal www.tch-hotels.de only to provide truthful information about the offered products.
(3) If the member offends against the preceding duties, TCH GmbH is entitled to a termination without notice of the contract. The rights from §11 of these conditions are not affected on this.
(4) It is incumbent upon the member to back up data which should be on the (virtual) server of www.tch-hotels.de and/or should be uploaded immediately.
§ 12 Data protection
(1) The member agress that personal data (continuance data) and other information, which concerns his user behavior (connecting data) as for example the time, the number and duration of the connections, possible acces code words, up-and downloads, stored by TCH GmbH during the duration of membership, as far as this is necessary to the fulfilment of the contract purpose. With the elevation and storage the member declares his consent. TCH GmbH processes and uses the upraised continuance data also for the consultation of its clients, for self promotion and for market research for own purposes and for the adequate creation of its services. The member can disagree on such a use of his data. TCH Gmbh will not pass on these data to third without the members agreement. This is not valid as TCH GmbH is obliged legally to reveal to a third party in particular criminal proceeding authorities, such data as far as internationally approved technical norms intend this and the member does not disagree.
(2) TCH GmbH explicitly points out to the member that the data security for data transfers can not be comprehensively guarenteed for now due to the present state of technology. The member knows that on the web server stored side offer and other stored data there can be viewed technically at any time by TCH GmbH. Also other Internet users are technically able to intervene unauthorizedly into the net security and to control data traffic. Therefore the member has to take the responsibility to himself for all data he transmitted to the Internet.
§ 13 Liability
(1) Compensation claims are excluded against both TCH GmbH and against TCH GmbH auxiliary persons, unless deliberate or roughly careless actions of the legal representatives and/or leading employees of TCH GmbH or their auxiliary persons exists. TCH GmbH is always responsible for the infringement of essential contractual duties. For the loss of data, which is not based on deliberate and roughly careless behaviour of TCH Gmbh and/or its auxiliary persons, no liability exists.
(2) As far as for the rest a liability is considered the liability limit should be limited on the member’s annual subscription. As far as the measures of the fault and the limitation of damage stand in an unreasonable relation, the height of the liability limitation under consideration of the annual subscription and the special circumstances in this case reasonable discretion should find a limit.
(3) If the (virual) server should fail during a calendar month for more than 4 days, due to a circumstance to be represented by TCH GmbH, the operator of the server is liable for this (subsidiary own liability). A claim of TCH GmbH will be considered if the member proves a previous judicial claim of the operator of the server, whom TCH GmbH might be named. This term will not apply if the operator of the server is insolvent at the time of the failure and/or has his seat beyond the area of application of the contracts about the European Community and/or the reference on the priority claim of the server operator for other reasons seems infeasible. The preceding regulations apply corresponding on all other liability cases, which are caused by TCH GmbH’s auxiliary persons. As far as afterwards TCH GmbH has to be responsible for deliberate or roughly careless behaviour of its auxiliary persons, the liability is limited to the predictable damage typical for the contract.
(4) TCH GmbH maintains a general liability insurance to cover such typical for the contract predictable damages, which are based on a deliberate or roughly careless behaviour of its auxiliary persons and for which TCH GmbH has to be responsible after preceding principles. This insurance additionally covers the liability for slight carelessness with the fulfilment od contract essential duties. If the member proves such a damage, the TCH GmbH will hand over to the member its claim for cover towards the liability insurance, for the satisfaction of the compensation claim of the member. This is not valid if the reference on the claims would load the member with unreasonable costs and/or risks towards the insuarance. In this case TCH GmbH liables immediately on the predictable damage typical for contract.
(5) If a compensation claim is not asserted within three months – beginning with the final refusal of settlement of indemnity by TCH GmbH – judicially proved, it will lapse. In this cases of subsidiary own liability and/or the reference to the liabilty isurance the expiration date starts to run only when the liability insurance will refuse finally payment and/or the auxiliary persons was used unsuccessfully judicially.
§ 14 Compensation / retention right
(1) Against claims of TCH GmbH, the member can only set off with undisputable and/or legally ascertained claims.
(2) The member is entitled to the assertation of a retention right, even after § 273 Civil Code, even after § 369 Commercial Code, because of counterclaims of the same contractual relationship.
§ 15 Subject to change
TCH GmbH reserves customary changes of the achievements owed by itself. Not customary changes are allowed, if they are same – or higher valued and/or slightly for the member. Other changes need seperate written arrangement in particular cases.
§ 16 Completeness clause
Changes and/or supplements of the contract need to be in written form. This is also valid for the cancellation of this clause. It is reserved to the member to disprove this supposition.
§ 17 Change of the contractual partner
TCH GmbH reserves to transfer the rights and duties of the membership relation on a third party. If TCH Gmbh makes use of this right, the member is entitled to extraordinary termination within two weeks. The termination is only valid in written form.
§ 18 Place of Jurisdiction / applicable law
Place of Jurisdiction and place of fulfilment is Dessau. This is also valid for documents, exchange and cheque transactions. TCH GmbH is also entitled to complain at the place of the member. The German Law with extention of the Vienna Sales Convention Law applies on all contractual relationships.
Special conditions on providing of domains
As far as the following special conditions on providing of domains contain no divergent regulations, the general terms and conditions for the Internet project www.tch-hotels.de are valid.
(1) The subject of this special conditions is the domain query, the creation and transmission of an, after the defaults of the domain registry completely filled application for registration, from the contracting partner requested domain for payment.
(2) TCH GmbH does not assume any responsibility that the requested domain is available. TCH GmbH does not check if the requested name of the domain offends against the rights of a third paty, especially brands and/or naming rights.
The contracting partner is obliged to cooperation. The contracting partner has to give all information which TCH GmbH appropriate asks. A verifying of the content of this information does not occur.
TCH GmbH is attempt to quick handling of the complete documents. A deadline for the handling and especially the transmission of the application are only obliging if TCH GmbH has confirmed them in writing.
The amount of the payment is directed after the respective Tariff List. Invoices are payable immeditately and without deduction. After receipt of payment the domain will be activated. In case of a delay in payment, TCH GmbH is entiteld to block the domain. For the blockage and restoration of the access a fixed rate at EURO 55,00 (plus value added tax) is valid as agreed.
Should the contracting partner be asked by a third party to give up on an Internet domain, because it supposed to damage foreign rights, he has to infom TCH GmbH immediately. In this case, TCH GmbH in entiteld to renounce, in the name of the contracting partner of the Internet domain, if the contracting partner does not set immediately any security for legal counsel and court costs in an appropriate amount (minimum EURO 20.000,00). From claims for compensation of a third party, who base on illegal use of an Internet domain, the contracting partner releases TCH GmbH.
As far as the prementioned contract conditions do not include a regulation which is neccessary to a detailed explanation, legal regulations are valid. Should single terms and conditions of this arrangement be invalid, reviewable or inefficient, the remaining regulations will be unaffected in their efficiency. In this case, rather the assailable term is to interpret like that it comes close to the pursue of the purpose. The same applies for the completition of gaps of agreements.
On our own behalf
Herewith we confirm that from 01.01.2015 we pay statutory minimum wage to our employees. We assure that the legal duty of documentation for minimum wage law respectively for the Law on Posting of Workers are fulfilled. We ensure the independent compliance of the statutory requirements of the minimum wage law respectively of the applicable regulations of the Law on Posting of Workers. From us deployed enterpriser will be obliged to observe the regulations of the minimum wage law by us. Furthermore we confirm that our company is not excluded from the awarding of public contracts. Every Company that enters into a service contract with TCH Top Conference Hotels GmbH confirms by signing of the contract the compliance of the minimum wage law and the Law on Posting of Workers.
Sandersdorf-Brehna, den 23.02.2015