General terms and conditions of the TAGA LLP
as services provider of the service “access to active leisure and sport games” within the framework of club hosting by Space Club, Civic Association
Valid from: 1.1.2015
I. Booking and Conclusion of contract
1.1 Client shall send booking order to provider by electronic means of communication exclusively via the booking interface at www.spaceworld.sk, or via e-mail: firstname.lastname@example.org.
1.2 Booking order shall be binding since its submission according the point 1.1. Client shall cancel order only 6 hours before booked term, otherwise provider is entitled to damages up to 100 per cent of the value of booking.
1.3 Booking order is offer to conclude services contract regarding booked services (access to the activities and facilities at Clubhouse of the Space Club, civic association in premises at Račianska 22/A, Bratislava or other similar clubhouses), constituting in the same time also offer to conclude services contract for booking service (allocating booked access time to the playing area as defined by Visit rules of the relevant clubhouse).
1.4 Offer to conclude a contract is accepted by the provider, if after receipt of booking order provider confirms the booking order, or if parties agreed on terms superseding booking order, and confirms the derogation via e-mail exchange.
II. Price and payment terms
2.1 The client is obliged to pay to provider duly and timely the price as quoted in confirmed booking order, if not otherwise agreed in writing . If the price is not agreed in booking order neither in writing, pricelist of the provider is applicable.
2.2. Provider reserves the right to change prices in the case of change of the imputs, the exchange rate or currency transactions compared to the provider currency from the date of the contract to date of taxable transaction by more than 4%.
2.3. In case of services provided on the basis of special order non accessible trough booking interface at www.spaceworld.sk, corporate events and booking of all premises of clubhouse, if price is not agreed otherwise in writing, price shall be determined by third person neutral, which is by agreement of parties designed as arbitrator in the clause VIII. of the present terms and conditions.
2.4. The price is payable on the basis of the invoice, and is payable within the terms provided in the invoice, unless otherwise agreed.
2.5. Price shall be paid by cash, by credit/debit cards or by internet banking credited to the account of provider.
III. Fullfilment of Contract
3.1 The provider undertakes to secure the access of the client, or in the case of group of clients for all members of the group eligible to access by the Visit Rules of the respective Clubhouse as in force in the time of booking, in the terms agreed in the booking order or agreed by e-mails exchange between client and provider.
3.2. Any claims to damages are regulated by Visit Rules of the respective Clubhouse.
IV. Delay with payments (default)
In case of the late payment the supplier is entitled to payment for non-compliance under Article 9:509 of the Principles of European Contract Law agreed as pro rata 1% of the amount due for each day of delay, which is due on the day following the receipt of the Call for payment, even if the Call for payment refers only to the principal claim. Payment for non compliance neither limits nor precludes claim to damages.
V. Information duty of client in default
5.1 The Client agrees that in the event that he or any person relevant for any lawsuit for avoidance of actions in fraudem creditoris under the applicable law, establishes a company as a partner, or participate in its establishment as the agent or managing director, or he will be in the any company or partnership with powers of a proxy, client shall notify the provider, and in case of unpaid debt client and members of its statutory body, shall negotiate accession of new company or companies to the outstanding debt. For each day of violation of this obligation provider is entitled to the agreed payment for non-compliance under Article 9:509 of the Principles of European Contract Law of 1000 EUR per week of any of such failures.
5.2 The Client undertakes to notify supplier on client´s payment inability, as well as to the bankruptcy, windup or liquidation, within ten days since the decisive event occurred, otherwise, the Provider is entitled to the agreed payment pro rata 1% for each day of failure, however at least 5000 EUR.
VI. Solidary obligations and settlement of multilateral disputes
6.1 If any member of the group of entrepreneurs under the applicable law, including property-related companies and entrepreneurs who show an group identity in the use of common distinctive features in the business name , send booking order to the Provider and then:
a) services will be used by the other members of the group, or by group of visitors headed by person designated by client,
b) goods will be obtained or services as described by booking order as services of the third parties, procured or intermediated by provider
such event is deemed as proper confirmation of solidary obligation under Art. 10:102 Principles of European Contract Law.
6.2. The Parties agreed on that solidary obligation from contract is properly ascertained and confirmed between Client and the natural or legal persons who, at the time of the contract or at the time of performance, or delay, are in such a relation to the client, or the statutory body of the Client which is relevant according to the avoidance rules of mutual legal actions between such a persons, if such actions will occurre in relevant meantime, regardless whether the other conditions for avoidance proceeding are met.
6.3 For disputes from solidary obligations or multilateral disputes in connection with the preceding paragraphs, Article VIII. of present General Terms and Conditions.
VII. Draft arbitration agreement for disputes with third parties
7.1. Client by signing / sending orders and accepting the present GTC at the same time offers the arbitration clause under Art. VIII to all persons who are bound by a solidary obligations.
7.2. The Provider by signing / submitting a booking confirmation with reference to the present GTC offers an arbitration clause under Art. VIII to all persons who are or will be bound by solidary obligations with the Client.
7.3. Proposals of arbitration clause under paragraph 7.1. and 7.2. is binding and irrevocable, and by the acceptance of any of the solidary obliged persons is concluded arbitration agreement under Art. VIII.
VIII. Settlement of disputes
8.1. All disputes between the parties to the any agreement between Supplier and Client or in connection therewith, including disputes about its validity, breach, interpretation and revocation, as well as on the arbitrability of the dispute shall be resolved by arbitration by a single arbitrator Mgr. Slavomir Jančok, ACIArb, ( email@example.com) under the Rules of JSM Permanent Court of Arbitration.
8.2. The place of arbitration is Zurich, the law of the arbitration is Swiss law (lex fori), the parties agreed under Art. 192 IPRG to exclude all remedies against arbitration award before Swiss Federal Court.
8.3. The parties agreed expressly that the arbitration award will be deemed delivered within the agreed venue, disregard where it was signed, sent, received or to any other action by the arbitral tribunal.
8.4. Parties expressly take notion that for the enforcement provisions of the bilateral agreement between Switzerland and the State, which is sought enforcement in the case of Austria, Belgium, the Czech Republic, Germany, Italy, Slovakia, Spain, and Sweden are applicable.
8.5. Language of the proceedings shall be:
a) slovak if the Client is based in Slovakia, or has expressly declared knowledge of slovak language,
b) german and english based on preferrence of claimant, if the Client is based in Austria, Germany and Switzerland,
c) english otherwise.
IX. Additional determination and stabilization clause
9.1.If a difference arises between the parties on the additional determination of contractual terms under Art. 6:106 PECL difference shall be resolved by third person, umpire agreed in Article VIII under proceeding provided for in the JSM PCA Rules. The parties expressly declare that the terms deliberately left open for determination of the contractual terms is not a condition effectiveness of the contract.
9.2. If any provision of agreement according this GTC will be declared void, or even one of the parties objected to any terms of this GTC or respective agreement as offending good morals, or used trade practice, parties are obliged to replace such provision with another arrengement to the legal extent closest to the original content and purpose, within 30 days upon decisive event. If parties can not reach agreement in such a period, any party is entitled to request determination of new arrangement by third person stated above. (Article 8.1.)
X. Final provisions
10.1. Present GTC binding from the date of publication on the website of the Supplier or the publication of JSM PCA at www.aaa-arbitration.org, as of the date of later publication.
10.2. General Terms and Conditions are applicable in the version in which they are published on the website www.aaa-arbitration.org and www.spaceworld.sk. In case of difference between them, the wording at www.aaa-arbitration.org as in force as of day of dispatch of order of the Client shall prevail. These GTC are based on the free will of both parties, and the parties declare that the changes of optional provisions of laws which governed the contractual relationship shall not affect their validity. The Parties consider the contents of these terms for concordant with good morals and in the accordance of the principle non venire contra factum proprium declares that in the future will not claim voidance of these conditions with good manners, except via remedies set up in Article XI. of present GTC.
10.3. The Client placing an order is ipso facto granting the Provider with consent to the processing of his personal data stated in order, for the purpose of concluding the contract under present GTC, and its performance, including electronic means of communication. Consent is granted until withdrawal by Client.
10.4. The parties specifically agreed choice of law for all contractual relationships, and agreed the Principles of European Contract Law as primary law applicable.
10.5. For questions not addressed in the PECL applicable is law of the Contracting Party, which has the closest relationship to the subject matter, however such law shall be:
a) in matters of avoidance of actions, law of the state in which is established that party whose action is challenged,
b) in the case of compensation of damages, law of the state where is the seat of the damaged party,
c) in the issues of formal validity, the law which requires fewer formal requirements,
d) in the issues of material validity, the law with fewer statutory or case law interferences against principle of freedom of contract and the principle of non venire contra factum proprium,
e) in the case of claim for judicial penalty, provision of UPICC Art. 7.2.4.