General Business Terms and Conditions for Event Organiser Contracts

I. Scope

1. These Business Terms and Conditions shall apply to contracts regarding the provision by rental of conference, banquet and event rooms of the Hotel for the execution of events such as banquets, seminars, conferences, exhibitions, presentations and outdoor areas, etc. as well as for all further services and deliveries of the Hotel provided for the customer in this context.
2. The sub-letting or further letting of the provided rooms, areas or glass display cabinets as well as the invitation to presentation talks, sales and similar events shall require the prior consent of the Hotel, whereby Section 540 Para. 1 Sentence 2 German Civil Code [Bürgerliches Gesetzbuch - BGB] is excluded for entrepreneurs within the meaning of Section 14 BGB.
3. With the conclusion of the event contract between the Hotel and the customer exclusively the General Business Terms and Conditions of the Hotel shall apply.

II.  Conclusion of contract, partners

The contract shall be concluded by the acceptance of the customer’s application by the Hotel. The Hotel is at liberty to confirm the acceptance of the application in writing. The contractual partners are the customer and the Hotel (Allsco Gravenbruch Hotelbetriebsgesellschaft mbH, Graf-zu-Ysenburg-und-Büdingen-Platz 1, 63263 Frankfurt/Neu-Isenburg). If a third party has ordered for the customer it shall be liable towards the Hotel together with the customer as joint and several debtors for all obligations from the event organiser contract, insofar as a corresponding declaration of the third party is available to the Hotel.

III. Services, prices, payment, offsetting

The Hotel undertakes to provide the services ordered by the customer and promised by the Hotel.

1. The customer undertakes to pay the prices of the Hotel agreed or applicable for these and further used services. This shall also apply to services arranged for by the customer and expenses laid out by the Hotel to third parties, in particular also for claims of copyright exploitations.
2. Invoices of the Hotel without a due date are payable within 14 days from receipt without deduction. The Hotel is entitled to deem claims due at all times and to issue an invoice in this respect, which is due and payable immediately.
   In case of default of payment the Hotel is entitled to request default interest within the meaning of Section 247 BGB. The Hotel reserves the right to present higher damages due to default.
3. The Hotel is entitled to request a reasonable advance payment from the customer upon conclusion of the contract. The amount of the advance payment and the payment dates can be agreed in writing in the contract.
4. In justified cases, e.g. outstanding payments of the customer or extension of the scope of the contract, the Hotel is entitled, also after conclusion of the contract until the start of the event, to request an advance payment in a changed amount.
5. The customer cannot offset an own claim against a claim of the Hotel, unless this claim has been declared final and binding or is not disputed by the Hotel.

IV. Rescission of the customer (e.g. cancellation of the order, cancellation)/ non-use of the service of the Hotel

1. A rescission of the customer of the concluded contract shall require the consent of the Hotel. If this is not carried out then in any case the agreed room rent from the contract, as well as with services initiated at third parties, is also to be paid if the customer does not use contractual services and a further letting is no longer possible. This shall not apply with breaches of the obligations of the Hotel to show consideration for rights, legal assets and interests of the customer if an adherence to the contract is no longer deemed reasonable for it hereby or it is entitled to any other statutory or contractual right to rescission.
2. Insofar as a date for the free rescission of the contract was agreed between the Hotel and the customer, the customer can rescind the contract until this date, without triggering off any claims for payment or damages of the Hotel. The right of rescission of the customer shall lapse if it does not exercise its right to rescission towards the Hotel until the agreed date insofar as there is no case pursuant to No. 1 Sentence 3.
3. If the customer only rescinds between the 120th and 91st day before the event date, the Hotel is entitled in addition to the agreed room rent and other event revenue (event technology, decorations) to invoice 10% of the missed food consumption rate, in case of a rescission between the 90th and 31st day 60%, in case each later rescission 90% of the food consumption rate. The Hotel reserves the right owing to the special manner of the event to agree upon deviating cancellation deadlines with the customer in individual contracts.
4. The calculation of the food consumption rate shall be carried out according to the formula (collected menu price and drink price multiplied by the number of participants). If no price had been agreed for the menu so far the price value of a 3-course menu of the respectively valid event offer will be used as a basis. The used drink price shall be calculated from 1/3 of the respective menu price.
   
   If a conference flat rate was agreed per participant then the Hotel is entitled, with a rescission between the 120th and 91st day before the event date to invoice 10%, between the 90th and 31st day 60%, with each later rescission 90% of the conference flat rate multiplied by the agreed number of participants. The Hotel reserves the right, owing to the special manner of the event, to agree upon deviating cancellation deadlines with the customer in individual contracts.
5. The deduction of saved expenses is taken into consideration by No. 3 to 5 above. The customer is at liberty to prove that the Hotel suffered less damage or even no damages.

V. Rescission of the Hotel

1. Insofar as the customer was granted a free right of rescission, the Hotel is also entitled, under the conditions of the agreed right of rescission, to rescind the contract if the Hotel has the possibility to let the rooms otherwise and the customer does not waive its right to rescission following a query of the Hotel.
2. If the agreed or requested advance payment is not made pursuant to III. Par. 4 also after the setting of a reasonable final deadline within the meaning of Section 286 BGB, the Hotel is entitled to rescind the contract.
3. Furthermore, the Hotel is entitled to rescind the contract for good cause. Good cause exists in particular:

• In case of force majeure or other circumstances for which the Hotel is not responsible, which render the fulfilment of the contract impossible;
• For events which are booked under the misleading or false provision of essential facts, such as e.g. in the person of the customer or the purpose;
• The purpose or the occasion of the stay is unlawful;
• The Hotel has a substantiated reason to assume that the use of the hotel services may endanger the smooth business operation, the safety or reputation of the Hotel in public, without this being attributed to the scope of control/organisation of the Hotel;
• An unauthorised sub-letting within the meaning of I. No. 2 exists;

4. In case of a justified rescission of the Hotel no entitlement of the customer to damages will be established.

VI. Change to the number of participants and the time of the event

1. An increase in the number of participants by more than 5% must be reported to the Hotel no later than 5 workdays before the start of the event; it shall require the approval of the Hotel. The settlement will be based on the actual number of participants, at least however 95% of the agreed number of participants. If the actual number of participants is lower, the customer has the right to reduce the agreed price by the expenses to be proven by it, additionally saved owing to the lower number of participants.
2. A reduction in the number of participants by more than 5% should be reported at an early stage, no later however than
   5 workdays before the start of the event. The settlement will be based upon the actual number of participants, at least however 95% of the originally agreed number of participants. Par. 1 Sentence 3 shall apply accordingly. In the event of a deviation upwards the actual number of participants will be charged.
3. In case of deviations in the number of participants by more than 10% the Hotel is entitled to newly fix the agreed prices, as well as to exchange the confirmed rooms, unless this is deemed unreasonable for the customer or another is agreed as per contract.
4. If the agreed starting or closure times of the event are postponed and if the Hotel agrees to these deviations then the Hotel can invoice the additional services that are rendered on call to a reasonable extent, unless the Hotel is at fault in this respect.

VII. Bringing of food and drinks into the premises

The customer may principally not bring food and drinks to the event. Exceptions shall require an explicit permission of the Hotel. In these cases an amount will be charged to cover the overheads. The Hotel will not be liable for food and drink that are brought into the premises.

VIII. Technical equipment and connections

1. Insofar as the Hotel procures technical and other equipment from third parties for the customer at its initiation, it shall act in the name, with the power of attorney and for the account of the customer. The customer will be liable for the careful handling and the proper return. It shall indemnify the Hotel from all claims of third parties from the provision of this equipment.
   
   The use of own electrical systems of the customer by using the power supply of the Hotel shall require its consent. Interferences or damages to the technical systems of the Hotel occurring by the use of these devices shall be for the expense of the customer insofar as the Hotel is not responsible for these. The Hotel may record and charge the electricity costs incurred by the use with a flat rate.
2. The customer is entitled, with the consent of the Hotel, to use own telephone, fax and data transmission equipment, insofar as this can be technically implemented for the Hotel. The Hotel can request a connection fee for this purpose.
3. If suitable systems of the Hotel remain unused due to the connection of own systems of the customer, a fee can be charged for non-use.
4. Interferences to technical or other equipment made available by the Hotel will be remedied immediately as far as possible. Payments cannot be withheld or reduced, insofar as the Hotel is not responsible for this interference.

IX. Use of WIFI (WLAN) / Internet

1. At the request of the customer the Hotel will make a fee-based WIFI access that can be booked available to the customer. The amount of the fee shall be oriented to the bandwidth. The Hotel is merely the access broker; there is no legal claim for uninterrupted use and/or a certain speed of the internet access. The use of the WIFI is carried out after hand-over of the access code that is required for this purpose; in case of minors the release will only be carried out after availability of a written declaration of consent of a legal guardian.
2. The customer undertakes to use the internet access by taking the applicable law into consideration. It in particular undertakes not to distribute or call any contents, which breach any provisions under copyright law or other legal provisions or which are immoral, in particular

• not to distribute or call any unconstitutional, racist or pornographic contents or contents which glorify violence;
• not to call, reproduce, distribute or make accessible to the public any material that is protected under copyright law;

In the event of an infringement of one of the aforementioned obligations by the customer the Hotel is entitled to block the access to the internet access that is made available to the customer free of charge immediately.

3. The customer undertakes to keep the WIFI access password secret and only to forward it to justified third parties, such as e.g. persons included in the rental agreement.

The customer undertakes furthermore to pay attention that persons, who are also included in the rental agreement, also only use the free internet access of the Hotel under the condition of Subclause VII.

The customer or a third party, who is also included in the rental agreement, is responsible for the data security of its IT system itself. The Hotel will not be responsible for possible damages due to malware.

4. The customer has to procure official permits that are necessary for events in time at its own costs. It is responsible for the compliance with conditions under public law and other regulations.

X. Registration with GEMA

The Hotel would like to point out to the customer that in case of a musical accompaniment of an event by a band, a DJ or similar features a registration must be carried out at the GEMA (Society for Musical Performance and Mechanical Reproduction Rights [Gesellschaft für musikalische Aufführungs- und mechanische Vervielfältigungsrechte]). The customer is explicitly responsible for the registration and can be deleted by it to the band, the DJ etc. The customer explicitly indemnifies the Hotel from this registration obligation and from all liability in this context, in particular for possibly incurred costs. The customer is informed of the possibility to inform itself under www.gema.de.

XI. Corporate Identity

1. Allsco Gravenbruch Hotelbetriebsgesellschaft mbH uses for the Corporate Identity of the Hotel the trademark “Kempinski Hotel Group”.
2. The illustrative material and the logo of the Hotel are protected under copyright and trademark law. A use is only permitted with the explicit consent of the Hotel.

XII. Loss of or damage to objects brought into the premises

1. Exhibition or other personal objects brought into the premises are located in the event rooms respectively in the Hotel at the risk of the customer. The liability is limited to the consequences of the liability according to Subclause XIII. No. 2.
2. Decoration material and other objects brought into the premises by the customer have to comply with the technical requirements regarding fire prevention and other official regulations. The use of fog machines is not permitted for fire prevention-related reasons. The Hotel is entitled to request official proof for this purpose. If such proof is not provided the Hotel is entitled to remove material, which was already brought into the premises, at the costs of the customer.
   Owing to possible damages the installations and the affixation of objects are to be coordinated with the Hotel in advance.
3. Exhibitions or other objects brought into the premises are to be removed without delay after the end of the event. If the customer fails to carry this out the Hotel may carry out the removal and storage at the expense of the customer. If the objects remain in the event room the Hotel can charge a reasonable compensation for use for the duration of the withholding of the room. The customer is at liberty to prove that the aforementioned claim was not established or not established in the requested amount.

XIII. Liability of the Hotel

1. The Hotel shall be liable for damages for which it is responsible from the injury to life, the body or the health. For other damages the liability is limited to a wilful or grossly negligent breach of obligations by the Hotel. This limitations shall not apply to obligations of the Hotel under the main contract. A breach of obligations of the Hotel is deemed equivalent to that of a legal representative or vicarious agent. Further claims for damages are, insofar as these are not regulated otherwise in Subclause XIII., excluded. Should interferences or defects to the services of the Hotel arise, the Hotel make an effort to remedy these in case of knowledge or report of a complaint without delay by the customer. The customer undertakes to contribute that which is deemed reasonable for it in order to remedy the interference and to minimise possible damages.
2. Insofar as a key to the event room is handed over to the customer, it is personally responsible for the proper locking of the event room.
3. Objects of the customer which are left behind in the room will only be sent to it subsequently upon request and at its risk and costs. The Hotel will hold the found objects in safekeeping for 3 months. Exhibition decorations or similar items which are left behind in the room will be disposed of directly after the end of the rental relationship at the costs of the customer.
4. Insofar as the customer rents a parking space on the Hotel car park or this is made available to it free of charge, no safekeeping contract is established hereby.

XIV. Liability of the customer for damages

1. Insofar as the customer is an entrepreneur, it shall be liable for all damages to buildings and inventory, which are caused by event participants or visitors, employees, other third parties from its scope or by the customer itself. This shall apply accordingly if the customer is a legal entity under public law, a party or a union.
2. The Hotel can request from the customer the provision of reasonable securities (e.g. insurances, deposit, guarantees).

XV. Final provisions

1. Amendments or addendums to the contract, the acceptance of the application or these business terms and conditions for the Hotel Accommodation should be carried out in a text form.
2. The place of performance and payment is the registered seat of the Hotel.
3. Insofar as the parties involved in the Hotel Accommodation Contract are merchants within the meaning of
   Sections 1 et seq. German Commercial Code [Handelsgesetzbuch - HGB], the registered seat of the Hotel shall be deemed as agreed as the place of jurisdiction.
4. German law shall apply for all underlying contractual relationships under the exclusion of the UN Convention on Contracts for the International Sale of Goods.
5. Should individual provisions of these General Business Terms and Conditions for the Hotel Accommodation be or become invalid or null and void, this shall have no effect on the validity of the other provisions. The statutory provisions shall then apply, which shall as far as possible correspond with the invalid provision.