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Conditions

 

PART A

 

Article 1: Applicability
1. To all undertakings of service provision mentioned in Part A of this general conditions document, either arising from agreements or legislation, shall apply to all between Obvius Express S.L. registered in Valencia (hereinafter referred to as the organiser), trading under the name of Obvius and the client or third parties (such as, for example, the participants invited by the client).
2. Also the conditions mentioned in Part A of this general conditions document shall extend to employees of, or those assisting, the organiser.
3. Excluded in Part A of this general conditions document is the applicability of purchasing conditions and/or general conditions of the client.
4. In case transport arrangements mentioned in Part B of this general conditions document, they are part of the agreement between client and Obvius, the general conditions and the national and international treaties with regard to transport, also apply.

Article 2: Performance
1. The nature and extent of the services to be carried out by the organiser shall be established exclusively in the offer provided in writing by the organiser and accepted by the client. The express written permission of the organiser is required for possible changes.
2. The organiser shall accept no liability for folders, photos and other informative materials published under the responsibility of third parties. Omissions and obvious errors in the offer shall not be binding on the organiser.
3. Obvius shall take the greatest care selecting third parties to cooperate with, to ensure a high quality level of services.
4. Nevertheless Obvius shall not be responsible for the functioning of any third party involved. However he will do anything, or assist the client to the extend that reasonably can be demanded by trying to obtain an indemnification from the third party involved if applicable.

Article 3: Conclusion of contract
1. On the client’s acceptance of the offer of the organiser, the contract shall be concluded. Acceptance arises when both the client and the organizer sign the contract form that is part of the offer.
2. The organiser’s offer may be rescinded if need be and is free from obligation. Rescission just takes place as quickly as possible and must occur within 3 working days of acceptance by the client.
3. The client shall be severally liable for all commitments arising from the contract with regard to the other participant(s) and himself.
4. At the conclusion of the contract, before, or as quickly as possible following this, the client shall provide all information regarding the other participant(s) and himself which are deemed necessary to the correct execution of the agreed services.

Article 4: Price
1. The price in the agreed contract shall be per person in Euros. This price is calculated on the basis of the proposal agreed in the contract.
2. Unforeseen possible extra expenses during the execution of theme shall only be incurred following consultation with the client and, where possible, paid on the spot by the organiser and charged to the final invoice, increased with a percentage that will be advised, minimum 5%.
3. The price shall be based on the rates of exchange, taxes and prices as they were known to the organiser at the time of bringing out the offer. Value added tax shall not be included in the price, unless otherwise stated.
4. The price of drinks shall be mentioned in the offer or contract as an approximate estimate. Drinks shall be invoiced on the basis of actual consumption unless otherwise agreed in advance in writing.
5. The organiser shall be entitled to increase the price to cover changes in applicable rates of exchange, duties and taxes payable. This also applies for changes in fuel surcharges and other duties that could not have been foreseen by the organizer when offering the proposal and price. With respect to this, the organiser shall indicate how the surcharge has been calculated.

Article 5: Payment conditions
1. In order to safeguard the services of contracted service providers such as accommodation providers and carriers, Obvius must engage these in time and must moreover subject them to their cancellation and payment conditions. Therefore the following payment conditions shall apply:
a. 75% of the total sum stated in the offer must be paid immediately on acceptance;
b. 25% of the total sum must be paid no less than 3 months before the departure date;
c. The remainder of any part of the total sum still owing must be paid no less than 4 weeks before the departure date.
2. The invoiced amounts must be transferred to one of the Obvius bank accounts, that is mentioned on the invoice.
3. The in article 5, paragraph 1 intended invoices must be paid within 10 days of the invoice date.
4. The organiser may rescind the contract following a notice to pay, in the case of failure to pay on time. Then, monies already paid shall not be refunded and the stipulations of article 7 of these General Conditions shall apply.

Article 6: Alterations by the client
1. The organiser shall carry out alterations to parts of the tour or the program, at the request of the client, as far as possible. In case the contracted service providers will charge extra costs for the changes, these shall be charged on to the client, increased with a percentage handling fee that will be advised.
2. Changes in the number of participants may influence the per person price. A reduction in the number of participants will be considered as a partial cancellation and article 7 of these General Conditions shall apply.

Article 7: Cancellation by the client and alterations by the organiser
1. Should the program have to be altered owing to significant circumstances over which the organiser has no control and which could not have been known by the organiser at the time of signing the contract form, the organiser shall be obliged to make this known to the client immediately with a simultaneous statement of possible extra costs. If the client cannot be reasonably expected to proceed with the program, because the changes are of such nature that the agreement does no longer support the expectation the client reasonably could have had when signing the contract form, he shall then be entitled to rescind the contract.
2. In case of cancellation of the agreement by the client, the client is obliged to reimburse all costs and obligations that have been made by the organiser with regard to the agreement till the time of cancellation. Unless cancellation takes place due to reasons mentioned in article 7 paragraph 1, client is also obliged to settle the organiser 10% of the agreed total contract price, increased with the following percentages (depending on the time of cancellation):
a. > 3 month prior to execution of the agreement: 5,0%;
b. > 1 month prior to execution of the agreement: 7,5%;
c. < 1 month prior to execution of the agreement: 10,0%.

Article 8: Insurance
The organiser is prepared to act as intermediary in arranging the necessary cancellation insurance and travel insurance.

Article 9: Final liability and prior information
1. It is the client’s responsibility providing the participants with information regarding the program or the event, but only following prior consultation with the organiser. The organiser will provide timely written information regarding the accommodation address and travel schedule if desired. This information shall be distributed by the client to the participants.
2. The program during the trip or event shall be led exclusively by the representative of the organiser.

Article 10: Inability to proceed and changes owing to significant circumstances on the part of the organiser
1. In case the trip or event is unable to proceed owing to significant circumstances over which the organiser has no control, the organiser shall be obliged to make these known to the client immediately. The contract shall be considered rescinded, once this has been made known.
2. In case the trip or the event has to be altered owing to significant circumstances over which the organiser has no control, the organiser shall be obliged to make this known to the client immediately with a simultaneous statement of possible extra costs. The client shall be entitled to rescind the contract, in case he cannot be reasonably expected to proceed with the tour. 48 hours following receipt of notification this entitlement shall expire.

Article 11: Organiser’s liability
1. In case the trip or the event is not carried out in accordance with the plans and according to other agreements made, the organiser shall be responsible to the client for any damages arising from this unless the shortcoming cannot be ascribed to the person whose assistance he has enlisted for executing the contract or himself, because:
a. The shortcoming in the execution of the contract can be ascribed to the client or the participant; or
b. The shortcoming in the execution of the contract could not be rectified or could not be foreseen and can be ascribed to a third party not involved in the delivery of the services included in the event or the trip; or
c. The shortcoming in the execution of the contract can be ascribed to an event that the organiser, or the person(s) whose assistance the organiser has enlisted to execute the contract, could not foresee or remedy, in spite of all attention and due care; or
d. The shortcoming in the execution of the contract cannot be ascribed to the organiser as a result of force majeur as intended in article 12.

Article 12: Force majeur
1. Force majeur shall be understood to be unforeseeable and abnormal circumstances which are beyond the control and will of those to whom they refer. The consequences of force majeur can, in spite of all precautionary measures, not be avoided.
2. Obvius has the right to postpone the execution of the contract or to adjourn the agreement in case of force majeur; he has to inform the client in writing. The organiser is not obliged to indemnify the client, in case part of the agreement or the complete agreement cannot be executed because of force majeur.

Article 13: Limitations and exclusions of the organiser’s liability on the grounds of contract or law (unlawful act)
1. The organiser does not accept responsibility for damages which are indirectly or directly associated with the practice of a business or a profession.
2. In case the organiser is liable on the grounds of contract or law for damages incurred by the client or the participant, his liability shall be excluded or limited according to the applicable international conventions.
3. The organiser does not accept liability for damages that are covered by the usual accident, travel, medical and/or cancellation insurance policies.
4. In case the organiser is liable for the lack of enjoyment (of the tour) of one or more participants, the compensation per participant will be no higher than the applicable price per person, unless there is a question of gross negligence or deliberate intention. In this case, his liability is unlimited.
5. The liability of the organiser for other damages incurred by the death or injury of the participant, without prejudice to the stipulations of the preceding paragraphs of this article, shall be limited to no more than three times the price per person, unless there is a question of gross negligence or deliberate intention. In this case, his liability is unlimited.
6. The limitations and/or exclusions of the organiser’s liability included in this article, also apply to service providers and employees of the organiser involved, as well as their personnel, unless this application is excluded by law or convention.

Article 14: Indemnification by the client
The organiser will we indemnified by the client against claims by participants or other third parties who are involved in the trip or event on behalf of or through the client.

Article 15: Obligations of the participant
1. All participants shall be obliged to observe all instructions from the organiser that are in the interests of the satisfactory execution of the trip or event and shall be liable for any damages caused through their improper behaviour. Their behaviour will be judged according to the accepted standards of behaviour of a participant. Severally jointly liability applies to the client.
2. A participant who does or may occasion inconvenience or nuisance as to strongly impede or threaten to impede the satisfactory execution of the trip or event, may be excluded from further participation in the program if it cannot reasonably be required of this person that the contract will be observed. All costs arising from this decision will be chargeable to the client.

Article 16: Complaints procedure, evaluation, expiry of right of claim
1. Any established shortcoming n the execution of the contract as intended in article 11 must be communicated as quickly as possible to the service provider involved so that he/she may find a suitable solution. In case the shortcoming will not be rectified within a reasonable period of time and the quality of the tour is prejudiced, this must be communicated immediately to the organiser’s representative. Should this person not be reachable or available, the participant must immediately contact the organiser.
2. At the latest 48 hours following return, it must be made known to the organiser should a complaint not be rectified satisfactorily.
3. Two years following completion of the trip or event, rights of claim on the grounds of the contract shall expire (or, one year after the original departure date, if the trip or event has not gone ahead).

Article 17: Interest and collection costs
In case the client fails to fulfil his financial commitment to the organiser timely, interest shall be due on the amount owing at the rate of 1,5% for each month of the delay or part thereof. Also he shall be obliged to refund the extra-judicial costs of collection.

Article 18: Rescission owing to insolvency
If and when the client requests suspension of payments, is declared bankrupt, is established to be in default of payment, fails to meet the terms of payment or fails to provide the security required by the organiser on finalising the contract either on time or to an insufficient extent, with immediate effect the contract shall be rescinded. Then the stipulations of article 7 will apply.

Article 19: Spanish law and Spanish courts
1. Only Spanish law applies to all agreements between the organiser and the client and/or participants.
2. Decisions regarding any disputes arising from the contract will be put (to the exclusion of all other courts) before the authorised court in Valencia.

PART B

Article 20: Definitions
In Part B of this general conditions document the following is understood:
a. USER: Obvius Express S.L., located in Valencia and trading under the name of Obvius;
b. CLIENT: Every person or legal entity who enter into an agreement with the user;

Article 21: Relevance
1. These general conditions apply to all legal relationships between the user and client, also after completing of the legal relationship.
2. Relevance of the general conditions applied by the client is explicitly rejected.
3. Probable departures of these general conditions explicitly need to be agreed in writing. No rights can be derived from such departures concerning future legal relationships.

Article 22: Proposals and establishment of contracts
1. All proposals and quotations from the user are free of obligations.
2. An agreement between the user and the client can only be established alter a written confirmation by both the user and the client with respect to the assignment placed by the client.
3. Probable departures or alterations in the contract are only binding in case it is confirmed in writing by the user.

Article 23: Execution of activities
1. The time frame in which the activities agreed upon will be executed is determined on the assumption that the circumstances among which the activities should take place will not be modified.
2. Time schedules to execute the activities are only provided based upon approximation. Provided time schedules do not bind the user, unless differently agreed upon.

Article 24: Cancellations
1. The user is only allowed to cancel the agreed service, unless the user receives a cancellation in writing at least 24 hours before the agreed upon departure time. The user is empowered to charge the client 4 service hours and any additional paid vehicle charges in case of a cancellation with less than 24hours notice.

Article 25: Selection
1. The user is free to choose the chauffeur who will execute the service.
2. Complaints regarding the chauffeur services need to be submitted to user in writing within three days after completion of the service. Complaints that are submitted after this three day period will not be attended.

Article 26: Prices
1. All prices are all-in. The driving time and waiting time will be charged to the client, taking into account that the total service time will be rounded up 15 minutes or a multiple of that, with a minimum of 4 service hours per assignment.
2. In case the agreed driving and waiting time is more than eight hours, than the client will be charged for meal expenses.
3. Inevitable overnight expenses for the chauffeur will be charged to the client.
4. Parking and toll fees will be charged to the client.
5. Fuel expenses and possible maintenance costs of the vehicle will be charged to the client. In case the service activities are not executed by using the client’s privately owned car, but a vehicle disposed by the user, than the fuel expenses and additional car rental costs will be invoiced by the user to the client after completion of the service.
6. Travel expenses will not be charged in case the user is located within a distance of 5 kilometres from the client. If the distance between the user and the client exceeds the earlier mentioned 5 kilometre limit, than a mileage allowance will be charged to the client. The user will inform the client in advance about the amount of travel expenses that will be charged to the client.
7. All tax increases, charges or other related insitutional costs introduced after establishing the service agreement will be charged to user.

Article 27: Invoicing
1. Invoices are determined based on the time and kilometre responsibility sheets signed by both the driver and chauffeur. The client has the responsibility to oversee that the time and kilometre responsibility sheets are filled in correctly.
2. The client is binded to the signed time and kilometre responsibility sheets.

Article 28: Payments
1. All invoices need to be paid within 10 working days by bank transfer. Payment needs to be fulfilled based on the agreed currency, without payment settlements, discounts and/or postponements.
2. In case an invoice is not paid within 10 working days, than all client payment obligations become directly claimable, irrespective of the fact the user has already invoiced the client.
3. In case an invoice is not paid within 10 working days, the client is due a rental fee to the amount of the discount rate for promissory notes established by the Spanish National Bank plus 3% with a minimum of the legal yearly interest rate, to be settled as from the invoicing date.
4. Non-legal collection expenses will be charged to the client in conformity with the collection rate established by the Spanish Bar with a minimum amount of € 800,00 per non-paid invoice.
5. Payments due or caused by the client serve successively as settlement for the non-legal expenses, judicial costs, interest due, and after that in order of expended time the outstanding sum totals despite of any contrary readings of the client.
6. Only fulfilled payments to the user free the client of its payment obligations. Payments made to the chauffeur are not accepted.
7. The client is only allowed to make a complaint regarding the invoice within the term of payment. Afterwards it is considered that the client agrees with the invoice amount.

Article 29: Payment insurance
1. The client is obliged to directly provide upon request of the user with any form of payment insurance stated by the client to ensure the user that payments will be fulfilled in case there are sound reasons that a client will not comply the its payment obligations. The user is entitled to postpone any obligations towards the client for as long as the client is not complying with the payment insurance requested by the user.
2. All payment obligations will directly be claimable in case the client does not act upon the request stated in section 1, after a written reminder to that effect has not been answered within ten working days.

Article 30: Annulment
1. The user is entitled to annul the established agreement partly or completely without any obligation or prejudice of compensation and entitled rights, or to postpone the execution of the agreed service activities, in case the client does not, inadequately or not in time comply with any obligation of so kind as a result of the established agreement, or due to bankruptcy, suspension of payment, if the client is under legal restraint of the user, or if the client’s company liquidated.
2. The user is entitled to annul the established agreement in case the user’s non-compliance is due to one or more circumstances for which the client cannot be accounted for, among the circumstances stated in section 1, either temporary or permanently, completely or partly impossible are.

Article 31: Client Obligations
1. The client is obliged to be in the possession of a valid third-party insurance (In accordance with the requirements stated in Third-party Insurance and Motor Vehicle Law) and a passenger insurance. The client is obliged to maintain these insurance during the complete duration of the established service agreement.

Article 32: Liability
1. The user is only liable in case damages due to not, not timely, incomplete or inadequate executing service activities are caused by gross negligence or deliberate intention.
2. The user is not liable for any damages, losses and/or injuries caused by the chauffeur to a third-party, the client or any of the client’s belongings, even if damages are caused by gross negligence or deliberate intention by the chauffeur.
3. Without prejudice to the provisions in Sections 1 and 2 the user is not liable for:
o Not or not timely arriving at the client’s destination due to bad weather conditions, other traffic conditions which cause a delay, no-show or not timely arrival of chauffeur at departure location due to bad weather conditions, other traffic conditions which cause a delay, or any other unforeseen cause;
o damages to the vehicle during the execution of the service assignment;
o damages or costs due to the loss of the no-claim and/or bonus discount of the client’s car insurance;
o damages to objects of and/or injuries to third-party passenger(s) present in the vehicle during the execution of the service assignment;
o damages or costs as a consequence of a traffic accident and/or traffic offence.
4. The client indemnifies the user against all claims from third-parties as a result from and/or connected to the activities executed by the user.
5. As far as there lays any (legal) liability to the user, this liability is limited to the amount for which the user is insured in pursuance of the user’s third-party insurance.

Article 33: Force majeure
1. In case of temporary or permanent force majeure the users is entitled to either partly or completely postpone the execution of the service assignment until the cause of the force majeure has partly or completely stopped existing, to partly or completely dissolve the established agreement without an out-of-court settlement and everything without any entitlements of the client towards the user. The client is obliged to pay for any already executed service activities in the proportion of the total invoice amount.
2. Force majeure of temporary or permanent nature is for the application of these general conditions considered to be all than not external circumstances and absolute those prevent or hinder the execution of the service assignment. As such circumstances are considered yet not exclusively riots or demonstrations, disturbances or revolts, war, government measures or other circumstances at which the user has no influence.

Article 34: Spanish law and Spanish courts
3. Only Spanish law applies to all agreements between the organiser and the client and/or participants.
4. Decisions regarding any disputes arising from the contract will be put (to the exclusion of all other courts) before the authorised court in Valencia.

Article 35: Chamber of Commerce
Obvius Express S.L.
CIF B97804660, Tome 8554, Book 5843, Folio 68, Section 8, Page V 117471