1.1 The following General Terms and Conditions apply to all legal transactions of Center Smart Tourism GmbH with its contractual partner, hereinafter referred to as the «Client».
1.2 The object of the contract is the provision of consulting and further services, as well as the creation of audio guides in the tourist context.
2.1 Center Smart Tourism GmbH acts as an independent entrepreneur for the client.
2.2 Center Smart Tourism GmbH can also use freelancers or other subcontractors («partners») to fulfil the contract.
3.1 The client shall participate in the creation of audio guides or other work results (jointly referred to as «work products») by Center Smart Tourism GmbH to the extent agreed between the parties. In particular, all necessary data, information and facilities shall be made available which are necessary for the successful and complete provision of the services of Center Smart Tourism GmbH.
3.2 Center Smart Tourism GmbH is entitled to refuse the performance or provision of services for good cause. An important reason exists in particular if the provision of work results could violate legal prohibitions.
4.1 Center Smart Tourism GmbH will contribute its work results in accordance with the current state of the art, unless otherwise agreed between the parties.
4.2 The Center Smart Tourism GmbH is granted an artistic freedom for the creation of the work results.
5.1 The prices of Center Smart Tourism GmbH are non-binding until the conclusion of the contract and are subject to self-supply by the partners of Center Smart Tourism GmbH.
5.2 A contract shall be concluded with the written order confirmation of Center Smart Tourism GmbH, at the latest, however, with the acceptance of the delivery and service by the client.
5.3 The right to reasonable partial deliveries and their invoicing or to reasonable replacement deliveries and services of Center Smart Tourism GmbH is expressly reserved.
5.4 The performance date is agreed according to the expected capacity of Center Smart Tourism GmbH and is non-binding and subject to timely self-delivery by the partners of Center Smart Tourism GmbH and unforeseen circumstances and obstacles, regardless of whether these arrive at Center Smart Tourism GmbH or at a partner, in particular force majeure, government measures, non-exhibition of official permits, industrial disputes of any kind, sabotage, unindebted delayed material deliveries.
6.1 In accordance with the contract concluded and the following provisions, the customer shall be granted the simple, non-exclusive, transferable, permanent right to use the work products, subject to payment of the remuneration owed and due.
6.2 The right of use authorises the client to request the work products or parts thereof and to display, download and save work products or parts thereof on a terminal device of the client or an authorised user designated by the client. Within the scope of his business activities, the client is entitled to make further copies of the work results and to pass them on to individual third parties in whole or in part insofar as this is done in connection with the client’s business activities. Any further duplication or other use or exploitation of work results is only permitted with the prior written consent of Center Smart Tourism GmbH.
6.3 Rights of use, which may be exercised on the basis of legal licenses — in particular according to §§ 60a ff. UrhG — are not granted by contract and are not affected by these regulations.
6.4 Center Smart Tourism GmbH is entitled to take technical measures to prevent use beyond the permitted scope, in particular to install appropriate access barriers. The client may not use any devices, products or other means which serve to circumvent or overcome the technical measures of Center Smart Tourism GmbH. In the event of misuse of the work products, Center Smart Tourism GmbH is entitled to immediately block access to them. Further rights and claims, in particular the right to extraordinary termination for important reasons as well as claims for damages remain unaffected.
6.5 The client is obliged to inform the authorized users of the above provisions and to ensure that they are observed.
7.1 The client shall pay Center Smart Tourism GmbH the agreed remuneration for the services rendered. VAT and other statutory charges in the country of delivery as well as travel costs, accommodation costs and other expenses shall be charged to the client in accordance with the valid price list or the individual order.
7.2 Center Smart Tourism GmbH will invoice the client for the agreed remuneration after the agreed service has been rendered. Payments are due 14 days after invoicing without any deduction. If the payment dates are exceeded, Center Smart Tourism GmbH is entitled to interest on arrears at the rate of nine (9) percentage points above the base interest rate according to § 247 BGB without further reminder. The right to claim further damages remains unaffected.
7.3 Center Smart Tourism GmbH is entitled to initially offset payments against previous debts of the client. If costs and interest have already been incurred due to default, Center Smart Tourism GmbH is entitled to offset the payment first against the costs, then against the interest and finally against the main services.
7.4 A set-off or the assertion of a right of retention due to counterclaims not recognized by Center Smart Tourism GmbH AG or not legally established is excluded.
7.5 As far as the above terms of payment are deviated from without justifiable reason, Center Smart Tourism GmbH can at any time optionally demand delivery step by step against cash payment, advance payment or security.
7.6 The agreed terms of payment may be deviated from in individual contracts.
8.1 Center Smart Tourism GmbH is liable, regardless of the legal basis, within the scope of the legal provisions only in accordance with the following clauses 8.2 to 8.6.
8.2 Center Smart Tourism GmbH is liable without limitation for damages resulting from injury to life, body or health as well as for damages resulting from intent or gross negligence on the part of Center Smart Tourism GmbH or one of its legal representatives or vicarious agents, as well as for damages resulting from non-compliance with a guarantee given by Center Smart Tourism GmbH or warranted quality or due to fraudulently concealed defects.
9.1 The client will use trade secrets, documents, experiences and knowledge of Center Smart Tourism GmbH as well as its partners and customers only for the achievement of the performance contractually owed by him to his customers and will treat third parties strictly confidential. This obligation remains in force even after termination of the contract.
9.2 The client must maintain the strictest secrecy with regard to all information about Center Smart Tourism GmbH that is not contained in the official advertising documents, announcements or media of Center Smart Tourism GmbH.
9.3 The client undertakes to store all documents, materials and data carriers made available to him by Center Smart Tourism GmbH properly and secured against access by unauthorized third parties.
9.4 The client undertakes not to conduct any direct or indirect business with the partners of Center Smart Tourism GmbH who have previously worked for the client on behalf of Center Smart Tourism GmbH and whom the client has become acquainted with through Center Smart Tourism GmbH for a period of two (2) years after the end of the contract. This customer protection clause also applies to all business preparation measures.
9.5 In the event of a breach of the above obligation under Section 9.4, a contractual penalty of Euro 50,000.00 (in words: fifty thousand Euro) shall be paid to Center Smart Tourism GmbH for each case of breach.
9.6 The client grants Center Smart Tourism GmbH the right, for the purpose of customer protection, to have an attorney, auditor or tax consultant inspect his books on reasonable suspicion.
10.1 If the customer is a merchant or has no place of jurisdiction in the Federal Republic of Germany, Berlin shall be agreed as the place of jurisdiction.
10.2 The place of performance shall be Berlin.
11.1 No ancillary agreements to this contract have been made. Amendments or supplements must be made in writing to be legally effective.
11.2 The client is not entitled to assign his claims from the contract.
11.3 The law of the Federal Republic of Germany shall apply.