General Terms and Conditions smartvillage

§1 General

1. The following General Terms and Conditions ("GTC") shall apply to all contracts for the rental provision of meeting, event, office and workshop space or other workspaces (hereinafter collectively referred to as "rooms") between smartvillage GmbH and all subsidiaries and other affiliated companies (hereinafter collectively or individually referred to as "smartvillage") on the one hand and the respective client (hereinafter referred to as "client") on the other, collectively also referred to as the "Parties". The GTC shall also apply to all other services and deliveries by smartvillage and/or its suppliers in connection with the provision of meeting, event, office and workshop space or other workspaces, such as catering contracts. The client's general terms and conditions shall not become part of the contract unless smartvillage expressly agrees to their validity in writing in advance.

2. The smartvillage service is primarily aimed at companies and not private individuals. 

3. The contract language is German.

§2 Conclusion of contract

1. Smartvillage shall prepare a non-binding cost estimate at the client's request after all necessary information has been provided. This cost estimate is sent to the client as an interactive pdf, which does not constitute a binding offer, but is merely to be understood as an invitation to submit an offer (invitatio ad offerendum). 

2. The client has the option of clicking on the button ("Book now") in the interactive pdf. If he does so, he submits a binding offer to conclude a contract on the basis of the non-binding cost estimate. Smartvillage can accept that offer.

3. By submitting a binding offer, the client warrants that the submitting person is authorized to conclude contracts on behalf of the client for whom he/she is acting. Furthermore, the client warrants that the data provided is complete and truthful. The client must notify smartvillage immediately in writing (e-mail is sufficient) of any changes to the data, in particular the contact details. If a new invoice is required as a result of the changes and the client has only notified smartvillage of the changes after the invoice has been issued, a lump sum of EUR 150.00 plus VAT will be charged.

4. The contract is concluded when smartvillage accepts the client's binding offer by means of an order confirmation in text form (e.g. by e-mail). 

5. The contractual partner shall be solely the specific company requested by the client, not the smartvillage GmbH.

§3 Service description

1. The period of use and the scope of services as well as the remuneration of smartvillage are based on the main contract. 

2. Smartvillage undertakes to provide the rooms to the client in the contractually agreed condition for use, in particular for conferences, meetings and similar events (hereinafter collectively referred to as "events"). Smartvillage is only responsible for the provision of the rooms, but is never the organizer of an event. Rather, the client is the organizer. 

3. In return for the provision of the rooms, the client undertakes to pay the agreed remuneration.  

4. If the rooms are used beyond the agreed period of use, a full additional hour shall be charged with the beginning of each hour exceeding the agreed period of use unless otherwise agreed in writing (e-mail is sufficient).

5. In addition to the provision of rooms, smartvillage shall offer the client further services (e.g. catering service) for a fee. If the client requires catering, beverage deliveries or other catering, the client shall commission this from smartvillage and shall neither provide such services itself nor procure them from third parties without the prior written consent of smartvillage (e-mail is sufficient).

6. If there are more than four months between the conclusion of the contract and the agreed period of use, smartvillage may make reasonable price changes for a justified reason. A justified reason exists in particular if the service provider commissioned by smartvillage (e.g. catering or beverage service) changes its prices or conditions after the conclusion of the contract between smartvillage and the client. In such a case, smartvillage shall be entitled to increase the remuneration accordingly, i.e. to the extent of the higher costs for smartvillage. 

7. The client is aware that individual rooms are neither air-conditioned nor mechanically ventilated. The rooms may therefore heat up, particularly in summer, even above a room temperature of 26°C. Such heating does not constitute a defect in the rooms.

§4 Access conditions

1. The opening hours for the rooms are Monday to Friday from 9:00 to 18:00. The rooms are closed at weekends and on public holidays.

2. Unless otherwise agreed in writing, the rooms shall be opened/closed half an hour before/after the start of the period of use (e-mail is sufficient).

§5 Payment modalities

1. The amount of remuneration is set out in the main contract. It is made up of remuneration for the use of the rooms and, if applicable, additional food and beverage flat rates per participant of an event. There is no right to a reduction in the remuneration due to a lesser utilization of the rooms (in particular in terms of time) than contractually agreed. If the actual use of the rooms exceeds the contractually agreed scope and/or if additional services are provided during the use of the rooms that were not contractually agreed, this shall lead to an increase in the remuneration to a reasonable extent.

2. All prices quoted by smartvillage to entrepreneurs are net prices. The applicable statutory value added tax shall be added.

3. The remuneration is due as follows:

• In the case of remuneration of up to a maximum total of EUR 5,000.00 plus VAT, the entire remuneration shall only be invoiced after the rooms have been returned.

• If the total remuneration exceeds EUR 5,000.00 plus VAT, 50% of the total remuneration is due upon conclusion of the contract.  

• Irrespective of the amount of remuneration, the following shall apply: If the client is a natural person or a company based outside the EU, at least 50%, and in individual cases up to 100% at smartvillage's discretion, of the total remuneration shall be due upon conclusion of the contract. 

1. If the remuneration or a part thereof is already due upon conclusion of the contract, smartvillage shall issue an advance payment invoice.

2. Invoicing shall always be carried out by smartvillage GmbH. This shall also apply if the contract was concluded with a subsidiary or other affiliated company.

3. Unless otherwise agreed in the main contract, an invoice must be paid no later than ten (10) days after receipt. In the case of advance payment invoices, however, the invoice amount must be paid no later than 30 days before the agreed provision of the rooms. 

4. From the time of default, smartvillage shall be entitled to charge the statutory default interest. Furthermore, smartvillage may demand a reminder fee of EUR 40,00 if the contractual partner is an entrepreneur. This lump sum shall be offset against any damages owed, insofar as the damage is due to the costs of legal action.

5. Payments by the client shall be made by cashless means without any costs and/or deductions for smartvillage (including, but not limited to, bank charges).

§6 Cancellation conditions

1. If the customer declares in text form before the start of the event that he does not wish to make use of the contractually agreed services on the agreed date (cancellation) or, in the case of an event comprising several days and/or rooms, that he does not wish to make use of some of the services or that, in the case of remuneration calculated according to participants, fewer participants will attend than agreed (partial cancellation in each case), smartvillage shall grant the customer a reduction in the remuneration in accordance with the following clauses without acknowledging any legal obligation. 

2. If the declaration is made for a contract with an agreed remuneration of up to EUR 5,000.00 plus VAT and is received by smartvillage 

• up to the 60th calendar day before the agreed period of use, the customer shall not pay any remuneration;

• up to the 30th calendar day before the agreed period of use, the customer shall pay 50% of the agreed remuneration and 

• up to the 16th calendar day before the agreed period of use, the customer shall pay 70% of the agreed remuneration.

1. If the declaration is made for a contract with an agreed remuneration of more than EUR 5,000.00 plus VAT but not more than EUR 50,000.00 plus VAT and is received by smartvillage 

• up to the 91st calendar day before the agreed period of use the customer shall pay 30% of the agreed remuneration;

• up to the 42nd calendar day before the agreed period of use, the customer shall pay 50 % of the agreed remuneration and

• up to the 28th calendar day before the agreed period of use, the customer shall pay 70% of the agreed remuneration.

1. If the declaration is made for a contract with an agreed remuneration of more than EUR 50,000.00 plus VAT and is received by smartvillage 

• up to the 112th calendar day before the agreed period of use, the customer shall pay 30% of the agreed remuneration;

• up to the 56th calendar day before the agreed period of use, the customer pays 50% of the agreed remuneration and

• up to the 28th calendar day before the agreed period of use, the customer shall pay 70% of the agreed remuneration.

1. In the event of cancellation at a later date, the entire remuneration shall be charged. However, smartvillage must in any case offset the value of the expenses saved as well as the benefits that smartvillage obtains from any other use of the rooms.

2. In the event of partial cancellation, the above provisions shall apply accordingly to the canceled room(s) and/or days. 

3. If food and beverage flat rates per participant have been agreed, a reduction in the contractually agreed number of persons and a corresponding reduction in the flat rates is possible up to the 16th calendar day before the agreed event period. Thereafter, a reduction in the number of participants is no longer possible. An increase in the contractually agreed number of participants is generally always possible at the request of the customer. However, smartvillage is not obliged to agree to an increase in the agreed number of participants. If the client first reduces or increases the contractually agreed number of participants and then cancels the entire order, the beverage and food flat rates for the originally agreed number of participants or, in the case of an increase in the number of participants after conclusion of the contract, for the increased number of participants, must be paid in full, regardless of whether previous changes to the number of participants were made before or after the 16th calendar day before the agreed event period.  

4. The client is at liberty to prove that no damage has been incurred or that the damage is significantly lower than the cancellation costs claimed.

5. If the client has already paid in advance, smartvillage shall refund any excess amounts paid as a result of the reduction. 

§7 Obligations of the client to cooperate / Liability of the client

1. The client must inform smartvillage in text form of the technical requirements for its use of the rooms before or upon conclusion of the main contract, but no later than 14 working days before the rooms are made available. If the client does not fulfill this obligation and the lack of response from the client prevents the provision of the service in accordance with the contract or if the lack of response blocks smartvillage's resources to a significant extent, smartvillage may terminate the contract for good cause.

2. The client shall treat all areas used and the inventory - including in particular technical equipment - with care and only use them for the agreed purpose. In particular, the client confirms that it will not use the services and infrastructure of smartvillage for any of the activities listed below: 

   1. Use in connection with competitions, MLM (snowball systems), chain letters, spam e-mails, or other types of unsolicited messages or advertising (both private and business); 

   2. Defamation, abuse, harassment, stalking, threats or other violations of legal provisions (such as protection of privacy, personal rights) of persons or companies inside or outside the event area; 

   3. Dissemination of immoral, offensive or other unlawful material or data within or via the infrastructure provided by smartvillage; 

   4. Distribution or provision of data containing images, photographs, software or other material that is subject to intellectual property laws (e.g. trademark law), unless the client is the rights holder or is authorized to distribute such material; 

   5. distribution of data containing viruses, Trojans, worms, bots or other malware and/or

   6. Illegal download of copyrighted data.

If smartvillage learns of any such behavior on the part of the client in connection with the use of the rooms and their infrastructure, in particular the infringement of intellectual property rights of third parties, smartvillage may terminate the contract with immediate effect for good cause. The client shall indemnify smartvillage against any third-party claims based on the aforementioned behavior. The client shall also reimburse smartvillage for the costs of legal defense and any further damages in the event that smartvillage is held liable by third parties.

1. Furthermore, the client must ensure that escape routes are always free of obstructions and that other clients are not restricted in their use of the rooms they have rented. 

2. The client shall notify smartvillage immediately of any damage to the rooms or inventory. The client shall be liable for all damage beyond the contractual wear and tear caused by it, its vicarious agents and third parties who are present in the rooms with the client's consent.

3. The client shall refrain from all actions that could be detrimental to the areas used or the inventory or that could damage smartvillage's reputation.

4. The client is responsible for the items brought into the rooms by it, its employees and other third parties who are in the rooms with the client's consent. Any decoration material brought in (in particular flame-retardant materials) must be certified.

5. The client must protect the rooms provided from access by third parties and protect the keys and access cards provided from loss and theft. Keys and access cards may not be handed over or made accessible to third parties unless this has been previously agreed in writing with smartvillage (e-mail is sufficient).

6. The client shall ensure that the legal requirements for the use of the rooms (e.g. any permits to be obtained, registrations, payment of fees (e.g. for GEMA) etc.)) are met and that the statutory (in particular public law) regulations are complied with and shall indemnify smartvillage against all third-party claims in the event of culpable breaches of these requirements.

§8 Subletting

Subletting the rooms is not permitted.

§9 Warranty and liability

1. Smartvillage shall be liable without limitation in accordance with the statutory provisions in the event of intent and gross negligence on the part of a legal representative, executive employee or other vicarious agent, in the event of the assumption of guarantees, culpable injury to life, limb or health and in the event of liability under the Product Liability Act.

2. Smartvillage shall also be liable in principle for any culpable breach of a material contractual obligation (whereby the term material contractual obligation refers abstractly to an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the other party may regularly rely on). However, liability for financial loss and damage to property is limited to the amount of typically foreseeable damage.

3. Otherwise, smartvillage shall not be liable.

4. These liability regulations also apply to objects, documents and/or data brought onto the premises by the client, its employees or other persons who are present on the premises with the client's consent. 

5. If and to the extent that smartvillage is not liable in accordance with the above provisions, liability for initial defects shall be excluded in accordance with § 536a BGB. The client shall have the opportunity to inspect the rooms prior to the conclusion of the contract.  

§10 No insurance cover

The client acknowledges that there is no insurance cover for items - in particular valuables and wardrobe -, documents and/or data brought by the client, its employees or other third parties who are on the premises of the third party with the client's consent. It is recommended that appropriate additional insurance be obtained for this purpose.

§11 Termination of the contract

1. For a complete or partial termination of the contract, the cancellation conditions of these General Terms and Conditions apply (§ 6). The extraordinary rights of termination for good cause remain unaffected. 

2. Good cause exists in particular if 

   1. the remuneration is not paid in full despite a reminder, 

   2. the rooms are used for purposes other than those contractually agreed,

   3. the client obstructs the access to or the use of rooms rented by other smartvillage-clients,

   4. the client violates its obligations to cooperate pursuant to § 7 para. 1 of these GTC and thereby prevents the proper fulfillment of the contract by smartvillage or blocks smartvillage's resources to a significant extent,

   5. the client violates §7 para. 2 of these GTC or 

   6. the use of the rooms by the client would pose a risk to the safety and integrity of the rooms,

   7. it transpires that the client is using or intends to use the premises for events, including political party or political party-affiliated events with extremist content.

3. Finally, the insolvency of the other party is an important reason for termination.   

4. Termination of the contract must be in writing.

5. In the event of termination by one party, smartvillage shall be entitled to charge for services already rendered. 

6. The client is obliged to return the used rooms and inventory in a defect-free and usable condition after termination of the contract. All items brought in by the client must be removed and the condition existing at the time of handover of the rooms must be restored. Visible signs of use and damage to floors, floor coverings, walls or inventory shall be removed by smartvillage at the client's expense plus a reasonable handling fee for the expenses incurred by smartvillage; the handling fee shall be waived or reduced if the client proves that smartvillage has incurred lower costs than the handling fee demanded. The client shall pay the corresponding costs within ten days of smartvillage sending the invoice.

7. Smartvillage may store items left behind at the client's expense if they are not collected within 24 hours of the return of the rooms. After 14 days, smartvillage is authorized to recycle or dispose of the items at the client's expense.

8. The client must return all issued keys and key cards to smartvillage immediately at the end of the period of use.

§12 Corona and other notifiable diseases

Persons with contact to COVID-19 cases or notifiable diseases in the last 14 days, as well as persons with unspecific general symptoms and/or respiratory symptoms of any severity, are prohibited from entering the rooms.

§13 Language versions

In the event of discrepancies between the German and English versions of these GTC, the German version shall prevail.