General Terms and Conditions of

1. Scope of application

Any entry of a customer in the online portal of IMPERIAL PLACES GmbH shall be governed by the following General Terms and Conditions exclusively, excluding any possibly contradicting general terms and conditions of the customer, both also referred to as contractual parties. Apart from that, they apply to all consulting services, troubleshooting and provision of information, which only becomes binding in written form, which are factually connected to the order. The rights and obligations of the contractual parties are regulated in the sequence below, resulting from the existing customer order, if available, service specifications, the current price lists and these General Terms and Conditions.

2. Conclusion of the contract

A contract is only concluded upon the acceptance of the written order of the customer by IMPERIAL PLACES GmbH. The respective sales manager working for IMPERIAL PLACES GmbH is authorised to accept an order. The order shall be confirmed by IMPERIAL PLACES GmbH, with reference to the General Terms and Conditions, the service specifications and the current price list. IMPERIAL PLACES GmbH is not obliged to accept the order.

3. Services by IMPERIAL PLACES GmbH

The services to be rendered by IMPERIAL PLACES GmbH are defined in the accepted order and the following regulations.

If the customer does not utilise, or only partially utilises, the services provided by IMPERIAL PLACES GmbH, this shall not affect their contractual obligations and the contract itself. If any preliminary performances by third parties are required for the services to be rendered by IMPERIAL PLACES GmbH, IMPERIAL PLACES GmbH shall not be obliged to render their own service until the corresponding preliminary performance has been effected completely, punctually and in the required quality and/or scope. IMPERIAL PLACES GmbH shall not assume any liability in this respect, unless IMPERIAL PLACES GmbH is responsible for circumstances caused by their own gross negligence or intent. In the event of force majeure, e.g. strikes, sanctions by authorities which are not due to the fault of IMPERIAL PLACES GmbH, war or environmental impacts, IMPERIAL PLACES GmbH’s obligation to render the service shall be void.

4. Duties and obligations of the customer

The customer is obliged to immediately check whether the service rendered by IMPERIAL PLACES GmbH has been rendered correctly. Any obvious or detected defects must be reported immediately. The services rendered by IMPERIAL PLACES GmbH may only be utilised by the customer in the contractually stipulated scope and taking into consideration the corresponding statutory provisions. The customer undertakes to neither themselves disseminate any insulting, defamatory, discriminatory or racist, pornographic, immoral or illegal contents via the portal provided by IMPERIAL PLACES GmbH, nor to enable the dissemination of such contents by third parties through granting them access to or making the portal available to them.

The customer undertakes to indemnify and hold IMPERIAL PLACES GmbH harmless upon IMPERIAL PLACES GmbH’s first request from any third-party claims raised against IMPERIAL PLACES GmbH due to an infringement of the above-mentioned obligations or due to other illegal actions by the customer, such as the infringement of third-party rights, in particular copyrights, data protection rights and competition laws, for the duration of the term of the contract and beyond.

The customer undertakes to provide the necessary contents for the creation of the contractual product, e.g. platinum entry, in particular any images and texts in the formats .jpg for images and .doc or .txt for texts, upon request by IMPERIAL PLACES GmbH. If, despite the setting of a deadline, the customer fails to provide the necessary contents, IMPERIAL PLACES GmbH is entitled to bill the order as placed due to the lack of cooperation from the customer.

5. Terms of payment

Invoices shall be payable on the agreed payment date. Any default in payment shall be subject to the statutory provisions.

6. Offset / retention

An offset against any claims of IMPERIAL PLACES GmbH is only permitted with undisputed or legally established claims. A right of retention may only be enforced with respect to claims resulting from the same contractual relationship.

7. Liability

IMPERIAL PLACES GmbH shall only be held liable if a damage was caused by them, their legal representatives, employees or vicarious agents with intent or due to gross negligence.

Apart from that, their liability in the event of an infringement of significant contractual obligations (“main obligations”) due to minor negligence shall be restricted to the foreseeable damage which is typical to the contract. In each individual case, it shall be limited to EUR 25,000.00. If such damage is insured by an insurance of the customer or is to be insured in general, any liability by IMPERIAL PLACES GmbH shall be excluded.

IMPERIAL PLACES GmbH shall not be held liable for any contents, information and data provided by third parties. 

Their liability for injury to life and limb shall be unlimited. 

Unalienable statutory provisions shall apply without prejudice to the regulations above.

8. Term of the contract and termination

The contractually agreed term and termination periods shall apply. The right to an extraordinary termination for good cause according to section 314 BGB [Bürgerliches Gesetzbuch, German civil code] shall remain unaffected. In particular, good cause which shall be deemed to justify extraordinary termination of the contract on the part of IMPERIAL PLACES GmbH shall exist if the customer fails to meet their payment obligations fully or partially despite a written reminder containing a corresponding payment deadline.

Any termination shall be made in writing in order to be effective. A termination by the customer shall be made to and towards IMPERIAL PLACES GmbH exclusively.

Upon termination of the contract, the customer’s claim to any services rendered by IMPERIAL PLACES GmbH shall become void. Unless otherwise agreed, IMPERIAL PLACES GmbH may continue the terminated entry without any changes or in a reduced scope as a show of goodwill.

9. Amendments to the contract

IMPERIAL PLACES GmbH shall inform the customer about any changes in the General Terms and Conditions, service specifications and price lists by suitable means, in writing or via email. It shall be considered sufficient if such notification contains an explanation on in which form and in which way the customer may find information on the changes in a reasonable manner. The changes shall become effective for the customer if they do not object to the change in accordance with the provisions below. 
As of the point in time at which the notification about the change is sent, the customer may object to the change within a period of 6 weeks as of such notification being received. The punctual sending of such objection shall be sufficient. If, despite the notice and express instruction, the customer does not object or fails to object in due time, this shall be regarded as consent to the change. Thereupon, the change shall become effective upon the expiration of the period of 6 weeks, unless the change itself stipulates a later point in time.

10. Data protection and confidentiality

The contractual parties undertake to store, process and otherwise use personal data only within the framework of the applicable data protection provisions. They furthermore undertake to maintain strict confidentiality with respect to all confidential information of the respective other contractual party of which they have become aware in the framework of their cooperation. In particular, the respective pricing structure shall be treated confidentially. The contractual parties are entitled to expressly designate any information as confidential towards the respective other contractual party.

11. Final provisions

No oral side agreements have been made. Any changes in the order or other contractual regulations made with the application of these General Terms and Conditions shall be made in writing. The same applies to the abolishment of the requirement of written form. If any provision of the order or the contract is or becomes invalid, the validity of the remaining provisions shall remain unaffected. In such case as well as in the event of an obvious gap in the provisions, the contractual parties undertake to agree upon a replacement and/or addition provision which is as close as possible to the invalid provision and/or, in the event of a gap, corresponds to the assumed intent of the contractual parties.
If the customer is a merchant in the sense of Handelsgesetzbuch [German commercial code] or a legal entity under public law, the exclusive place of fulfilment and jurisdiction shall be Cologne.
All contractual relationships between the contractual parties shall be exclusively subject to the laws of the Federal Republic of Germany, excluding the UN-Convention on Contract for the International Sale of Goods.